AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Caixabank S.A.

Annual / Quarterly Financial Statement Feb 16, 2024

1802_10-k_2024-02-16_c153f251-53c8-4d82-93b5-c12653af998b.pdf

Annual / Quarterly Financial Statement

Open in Viewer

Opens in native device viewer

Consolidated Annual Financial Statements CaixaBank Group 2023

Consolidated Annual Financial Statements and Consolidated Management Report approved by the Board of Directors at its meeting on 15 February 2024 for submission to the Annual General Meeting.

Translation of financial statements originally issued and prepared in Spanish. This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails.

Auditor´s report Consolidated annual accounts at December 31, 2023 Consolidated management report

This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.

Independent auditor's report on the consolidated annual accounts

To the shareholders of CaixaBank, S.A.:

Report on the consolidated annual accounts

Opinion

We have audited the consolidated annual accounts of CaixaBank, S.A. (the Parent company) and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2023, and the profit or loss account, statement of changes in equity, cash flow statement and related notes, all consolidated, for the year then ended.

In our opinion, the accompanying consolidated annual accounts present fairly, in all material respects, the equity and financial position of the Group as at 31 December 2023, as well as its financial performance and cash flows, all consolidated, for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and other provisions of the financial reporting framework applicable in Spain.

Basis for opinion

We conducted our audit in accordance with legislation governing the audit practice in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated annual accounts section of our report.

We are independent of the Group in accordance with the ethical requirements, including those relating to independence, that are relevant to our audit of the consolidated annual accounts in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated annual accounts of the current period. These matters were addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

PricewaterhouseCoopers Auditores, S.L., Pº de la Alameda, 35 Bis, 46023 Valencia, España Tel.: +34 963 036 900 / +34 902 021 111, Fax: +34 963 036 901, www.pwc.es 1

Key audit matters How our audit addressed the key audit matters

Estimating impairment due to credit risk on "Financial assets at amortised cost - Customer loans and advances" - and "Foreclosed property assets"

Estimating impairment due to credit risk on "Customer loans and advances" and "foreclosed property assets" is based on internal expected loss calculation models which entail significant complexity. This estimate is one of the most significant and complex in preparing the accompanying consolidated financial statements and requires significant management judgement and so has been considered a key audit matter.

Management's main judgements and assumptions concern the following:

  • The criteria for identifying and staging impaired assets or assets with a significant increase in risk.
  • Construction of the parameters for the internal probability of default (PD) models and loss given default (LGD) models.
  • The use of assumptions with a significant effect on the established credit risk provisions, such as the macroeconomic scenarios considered, along with the probability of occurrence, specifically, the adjustment to the internal provision models related to risk affecting "Financial assets at amortised cost - Customer loans and advances" (Post Model Adjustments – PMA).
  • The main assumptions employed in determining the expected loss and the recoverable value in the risks assessed on an individual basis.

We gained, with the collaboration of our internal credit risk experts, an understanding of management's process for estimating impairment of "Financial assets at amortised cost – Customer loans and advances"- with respect to both provisions estimated collectively and provisions estimated individually.

With respect to the internal control system, we gained an understanding of the process for estimating impairment due to credit risk and performed tests on the appropriateness of controls in the different process phases and paid special attention to the determination and approval, considering the defined governance internal process, of the adjustments to the models (PMA) in order to adapt them with updated hypothesis not yet considered by the models.

The regular evaluation of credit risk monitoring alerts was also analysed, as well as the effective completion of the regular review of borrower files in order to monitor their classification and where applicable, recognise impairment.

In addition, we carried out the following tests of details:

• Analysing the methodology and verifying the main internal models concerning: i) calculation and segmentation methods; ii) criteria for staging loans and discounts; iii) methodology for estimating expected loss parameters (probability of default and realisable value of guarantees); iv) data used and main estimates employed, particularly, those relating to macroeconomic scenarios and their assumptions; and v) internal model recalibration and backtesting.

Key audit matters How our audit addressed the key audit matters
The realisable value of the real property Analysing the functioning of the "calculation
guarantees associated with "Financial engine" for the internal provision estimation
assets at amortised cost - Customer models, re-performing the calculation of the

loans and advances" granted based on the value provided by different valuation companies or through the use of statistical methodologies in cases of reduced exposure and risk.

Estimating impairment of "Foreclosed property assets" and which through dation in payment, purchase or the courts are awarded to the Group is also based on internal calculation models and following the same criteria as those used for mortgage guarantees associated with lending transactions.

See Notes 2, 3.4.1, 15, 21, 22, 42.2 and 42.3 to the accompanying consolidated financial statements concerning credit risk and foreclosed property assets and Notes 38 and 41 to the accompanying consolidated financial statements concerning the profit or loss generated during the year.

  • estimates of impairment due to credit risk for certain loan portfolios and verifying the results with those obtained by Group management. Additionally, we verified the reasonableness of the hypothesis applied and the calculations performed when estimating the internal post model adjustments (PMA).
  • Verifying the appropriate functioning of the "calculation engine" of internal models for estimating impairment of foreclosed property assets, re-performing the calculation of those provisions and verifying results with those obtained by Group management.
  • Obtaining a sample of individual case files in order to assess their appropriate classification, the application of the loss estimation methodology and the recognition, if appropriate, of the relevant impairment.
  • Analysing the methodology used to estimate costs to sell, sales periods and reductions in the guaranteed value, in order to estimate impairment of foreclosed property assets.
  • Verifying a sample of valuations in order to assess whether they conform to prevailing legislation, their reasonableness and the degree to which they are up to date.

As a result of our tests, no differences were identified, in excess of a reasonable range, in the amounts recognised in the accompanying consolidated financial statements.

Recoverability of deferred tax assets

The evaluation of the capacity to recover deferred tax assets is a complex exercise which requires a significant level of judgement and estimation and we therefore consider such estimation performed by Group management a key audit matter.

Group policy is to recognise DTAs, other than those qualifying for monetization, only when the Group considers it probable that sufficient tax gains will be obtained in the future to enable their recovery.

During this process, there are specific and complex considerations that management takes into account with respect to the tax consolidated group, in order to assess both the recognition and subsequent capacity to recover the deferred tax assets recognised, based on the Group's financial projections and business plans, and supported by defined assumptions which are projected over a timeline and considering tax legislation in effect at each point in time.

Additionally, Group management submits the deferred tax asset recoverability model to review by an independent tax expert, as well as regular back testing to assess predictability.

See Notes 2 and 26 to the accompanying consolidated financial statements.

CaixaBank, S.A. and its subsidiaries

Key audit matters How our audit addressed the key audit matters

With the collaboration of our tax experts, we obtained an understanding of the estimation process performed by management and the controls designed and implemented in preparing the Group's financial projections to estimate the recoverability of the deferred tax assets and the calculation of deductible temporary differences in accordance with applicable tax and accounting regulations.

With regard to the control environment, the reports that the second line of defense prepares every six months have been verified and it has been verified that the hypotheses considered are consistent with those considered by the auditor.

Additionally, we carried out the following tests of details:

  • Evaluation of the accounting results taken into account in the financial projections and the reasonableness and accuracy of the calculations performed.
  • Analysis of the economic and financial assumptions assumed in the calculation of temporary differences, in order to assess whether they are complete, appropriate and usable by the established deadlines.
  • Analysis of the reasonableness of the amounts of deferred tax assets considered monetizable.

As a result of our tests, no differences were identified, in excess of a reasonable range, in the amounts recognised in the accompanying consolidated financial statements.

Valuation of insurance contracts liabilities and first application of IFRS 17 and IFRS 9 in the Group's life insurance activity

The Group carries out life insurance activities through its subsidiaries, being VidaCaixa, S.A.U. the most relevant subsidiary. These contracts are mainly marketed through the Group's network of bank branches in Spain and Portugal.

The Group registers the insurance contract liabilities in accordance with the principles of the IFRS 17 "Insurance Contracts" standard, which replaces the IFRS 4 standard as of January 1, 2023; being the effective date of transition to the new accounting standard, January 1, 2022. These commitments are presented in the consolidated balance sheet, under the heading "Liabilities under the insurance business."

On January 1, 2023, the Group has ceased applying the temporary exemption from the application of IFRS 9, which replaces IAS 39 "Financial instruments" on financial instruments provided by Group's life insurance companies modifying the classification and breakdown of financial assets and liabilities in the Group's consolidated annual accounts.

In "Insurance contracts liabilities - Liability for remaining coverage", the Group proceeds to record the insurance contracts in accordance with the three measurement models established in the applicable regulation, which include: the general model (Building Block Approach – BBA), premium allocation approach (PAA) and the variable fee approach (VFA). The applicable model is determined based on the characteristics of said insurance contracts.

CaixaBank, S.A. and its subsidiaries

Key audit matters How our audit addressed the key audit matters

We gained an understanding of the process for estimating and recording insurance contract liabilities, which has included an evaluation of the internal control environment, including information system controls related to the valuation and recording of these liabilities, as well as an understanding of the key business processes impacted by the first application of IFRS 17 and IFRS 9.

Our procedures on the transition to these standards, in which actuarial specialists, information systems specialists and financial market experts have participated; were focused on aspects such as:

  • Evaluation of the conformity of the accounting policies adopted with IFRS 17 and IFRS 9.
  • Understanding of the update of the internal control environment related to the financial information generation process under IFRS 17 and IFRS 9.
  • Evaluation of the transition method to IFRS 17 applied based on the available historical information, as well as the analysis of the "locked-in rate" discount rates determined by the Group in transition.
  • Verification of the homogeneity of the units of account defined under IFRS 17 by management.
  • Verification of the methodology and significant assumptions used by management for calculations under IFRS 17 of the present value of future services (PVFC), the contractual service margin (CSM), the loss component and the nonfinancial risk adjustment (RA) at transition date.

Key audit matters How our audit addressed the key audit matters
The BBA and VFA measurement models,
specifically, incorporate components of
judgment and estimation by management when
determining their value at the date of transition
to IFRS 17, such as the present value of future
services (PVFC), the determination of the non
financial risk adjustment (RA) and the
contractual service margin (CSM).
Verification of the method of recognition and
measurement of insurance contracts,
particularly in the application of the premium
allocation approach (PAA) method when the
use of said approach does not differ
significantly from that produced by applying
the general method or the variable fee
approach.
On the other hand, for "Insurance contracts
liabilities – Liabilities for incurred claims", in the
BBA and PAA measurement models, the Group
proceeds to record them as the present value of
the expected future flows (PVFCF) of past
services, calculated as the present value of
Analysis of the classification and
presentation of the financial instruments
provided by the Group's life insurance
activity in accordance with the requirements
of IFRS 9.
future flows adding an adjustment for non
financial risk.
Our procedures on "Insurance contracts liabilities -
Liability for remaining coverage", in which actuarial

The determination of the value of insurance contracts liabilities includes a high component of actuarial estimation, including complex calculation methodologies and assumptions determined by management, such as the interest rate, expense assumptions and biometric assumptions, expected claims rate or definition of coverage units and the transition method to IFRS 17, among others. Therefore, we consider the valuation of liabilities for insurance contracts and the first application of IFRS 17 a key audit matter.

See Notes 1.4, 2.19, 18 and 35 to the accompanying consolidated financial statements.

  • Verification of the method of recognition and
    • measurement of insurance contracts, particularly in the application of the premium allocation approach (PAA) method when the use of said approach does not differ significantly from that produced by applying the general method or the variable fee
  • presentation of the financial instruments provided by the Group's life insurance activity in accordance with the requirements

Our procedures on "Insurance contracts liabilities - Liability for remaining coverage", in which actuarial specialists and information systems specialists have participated, have focused on aspects such as:

  • Evaluation and verification of the accounting policies adopted with IFRS 17.
  • Verification of the integrity and accuracy of the data used in the calculation engines at the end of the year.
  • Verification of the present value of future flows (PVFC) and the hypotheses applied for a sample of selected products in various units of account and analysis of their change in the year.
  • Verification of the methodology and reasonableness of the non-financial risk adjustment (RA) for a sample of selected products.
  • Checking the contractual service margin (CSM) initially recorded for a sample of selected products.
  • Analysis of the change and amortization of the CSM based on the coverage unit defined for a sample of selected units of account.

Key audit matters How our audit addressed the key audit matters

Verification of the discount rates used and
their variation with respect to the "locked-in
rate" for a sample of selected units of
account.
Regarding our procedures on "Insurance contracts
liabilities – Liabilities for incurred claims", they
have focused on aspects such as:

Verification of the integrity and accuracy of
the data used in the calculation engines of
said liabilities at the end of the year.

Analysis of the sufficiency of liabilities for
claims incurred.
Likewise, we have verified the adequacy of the
information disclosed in the attached consolidated
annual accounts in accordance with the applicable
regulation.
As a result of our tests, no differences were
identified, in excess of a reasonable range, in the
amounts recognised in the accompanying
consolidated financial statements.
Risks associated with information technologies
The operation and continuity of the Group's
business, due to its nature, and particularly, the
process for preparing financial and accounting
information, rely heavily on the information
With the collaboration of our information systems
specialists, our work consisted of assessing and
verifying the control environment connected with
the information systems that support the Group's

systems that make up its technological structure and ensure the correct processing of information. Therefore, it is a key audit matter.

Besides, as systems become increasingly complex, the risks associated with information technologies, the organisation and therefore the information processed increase. The effectiveness of the general framework of internal control of information systems is a basic aspect supporting the Group's operation, as well as the accounting and closing process.

operation and particularly, the accounting closing process.

Within this context, procedures have been carried out on internal control along with substantive tests in order to assess aspects such as:

  • i. the organisation and governance of the information systems area,
  • ii. software change, development and maintenance management,
  • iii. access control and physical and logical security of the software, operating systems and databases that underpin the Group's relevant financial information.

Key audit matters How our audit addressed the key audit matters
Specifically, with respect to the accounting and
closing process, we performed the following
additional procedures:

Understanding and analysing the process of
generating accounting entries and financial
information.

Extracting, verifying the completeness and
filtering entries included in the accounting
records, as well as analysing the
reasonableness of certain entries.
The results of the above procedures did not bring
to light any relevant observation with respect to

Other information: Consolidated management report

Other information comprises only the consolidated management report for the 2023 financial year, the formulation of which is the responsibility of the Parent company's directors and does not form an integral part of the consolidated annual accounts.

this matter.

Our audit opinion on the consolidated annual accounts does not cover the consolidated management report. Our responsibility regarding the consolidated management report, in accordance with legislation governing the audit practice, is to:

  • a) Verify only that the consolidated statement of non-financial information, certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as referred to in the Auditing Act, have been provided in the manner required by applicable legislation and, if not, we are obliged to disclose that fact.
  • b) Evaluate and report on the consistency between the rest of the information included in the consolidated management report and the consolidated annual accounts as a result of our knowledge of the Group obtained during the audit of the aforementioned financial statements, as well as to evaluate and report on whether the content and presentation of this part of the consolidated management report is in accordance with applicable regulations. If, based on the work we have performed, we conclude that material misstatements exist, we are required to report that fact.

On the basis of the work performed, as described above, we have verified that the information mentioned in section a) above has been provided in the manner required by applicable legislation and that the rest of the information contained in the consolidated management report is consistent with that contained in the consolidated annual accounts for the 2023 financial year, and its content and presentation are in accordance with applicable regulations.

Responsibility of the directors and the Audit and Control Committee for the consolidated annual accounts

The Parent company's directors are responsible for the preparation of the accompanying consolidated annual accounts, such that they fairly present the consolidated equity, financial position and financial performance of the Group, in accordance with IFRS-EU and other provisions of the financial reporting framework applicable to the Group in Spain, and for such internal control as the aforementioned directors determine is necessary to enable the preparation of consolidated annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated annual accounts, the Parent company's directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the aforementioned directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

The Parent company's Audit and Control Committee is responsible for overseeing the process of preparation and presentation of the consolidated annual accounts.

Auditor's responsibilities for the audit of the consolidated annual accounts

Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with legislation governing the audit practice in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual accounts.

As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent company's directors.

  • Conclude on the appropriateness of the Parent company's directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated annual accounts, including the disclosures, and whether the consolidated annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated annual accounts. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Parent company's Audit and Control Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Parent company's Audit and Control Committee with a statement that we have complied with relevant ethical requirements, including those relating to independence, and we communicate with the aforementioned those matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Parent company's Audit and Control Committee, we determine those matters that were of most significance in the audit of the consolidated annual accounts of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

European single electronic format

We have examined the digital files of the European single electronic format (ESEF) of CaixaBank, S.A. and its subsidiaries for the 2023 financial year that comprise an XHTML file which includes the consolidated annual accounts for the financial year and XBRL files with tagging performed by the entity, which will form part of the annual financial report.

The directors of CaixaBank, S.A. are responsible for presenting the annual financial report for 2023 financial year in accordance with the formatting and markup requirements established in the Delegated Regulation (EU) 2019/815 of 17 December 2018 of the European Commission (hereinafter the ESEF Regulation).

Our responsibility is to examine the digital files prepared by the Parent company's directors, in accordance with legislation governing the audit practice in Spain. This legislation requires that we plan and execute our audit procedures in order to verify whether the content of the consolidated annual accounts included in the aforementioned digital files completely agrees with that of the consolidated annual accounts that we have audited, and whether the format and markup of these accounts and of the aforementioned files has been effected, in all material respects, in accordance with the requirements established in the ESEF Regulation.

In our opinion, the digital files examined completely agree with the audited consolidated annual accounts, and these are presented and have been marked up, in all material respects, in accordance with the requirements established in the ESEF Regulation.

Report to the Audit and Control Committee of the Parent company

The opinion expressed in this report is consistent with the content of our additional report to the Audit and Control Committee of the Parent company dated 14 February 2024.

Appointment period

The General Ordinary Shareholders' Meeting held on 8 April 2022 appointed us as auditors of the Group for a period of one year, for the year ended 31 December 2023.

Previously, we were appointed by resolution of the General Ordinary Shareholders' Meeting for a period of three years and we have audited the accounts continuously since the year ended 31 December 2018.

Additionally, the General Ordinary Shareholders' Meeting held on 31 March 2023 appointed PricewaterhouseCoopers Auditores, S.L. as auditors of the Group for a period of one year, for the year ended December 31, 2024.

Services provided

Services provided to the Group for services other than the audit of the accounts are disclosed in note 37 to the consolidated annual accounts.

PricewaterhouseCoopers Auditores, S.L. (S0242)

PRICEWATERHOUSECOOPERS AUDITORES, S.L.

Original in Spanish signed by Raúl Ara Navarro (20210)

16 February 2024

Financial statements of the CaixaBank Group on 31 December 2023

  • Consolidated balance sheets on 31 December 2023, 2022 and 2021 before the application of the financial results
  • Consolidated profit and loss accounts for the financial years ended 31 December 2023, 2022 and 2021.
  • Consolidated statements of changes in equity for the financial years ended 31 December 2023, 2022 and 2021.
    • Statement of other comprehensive income
    • Statement of total changes in equity
  • Consolidated cash flow statements for the financial years ended 31 December 2023, 2022 and 2021.
  • Consolidated annual report for the financial year ended 31 December 2023.

CONSOLIDATED BALANCE SHEET

Assets

(Millions of euros)

NOTE 31-12-2023 31-12-2022
restated *
31-12-2021 *
Cash and cash balances at central banks and other demand deposits 10 37,861 20,522 104,216
Financial assets held for trading 11 6,993 7,382 10,925
Derivatives 6,344 6,963 10,319
Equity instruments 303 233 187
Debt securities 346 186 419
Financial assets not designated for trading compulsorily measured at fair value
through profit or loss
12 13,385 11,351 237
Equity instruments 13,385 11,295 165
Debt securities 6 5
Loans and advances 50 67
Customers 50 67
Financial assets designated at fair value through profit or loss 13 7,240 8,022
Debt securities 7,240 7,985
Loans and advances 37
Credit institutions 37
Financial assets at fair value with changes in other comprehensive income 14 66,590 64,532 16,403
Equity instruments 1,340 1,351 1,646
Debt securities 65,250 63,181 14,757
Financial assets at amortised cost 15 437,181 446,168 420,599
Debt securities
Loans and advances
80,916 80,937 68,206
Central banks 356,265 365,231 352,393
Credit institutions 11,882 12,397 63
7,806
Customers 344,383 352,834 344,524
Derivatives - Hedge accounting 16 1,206 1,462 1,038
Fair value changes of the hedged items in portfolio hedge of interest rate risk 16 (236) (753) 951
Investments in joint ventures and associates 17 1,918 2,054 2,534
Joint ventures 6 44 44
Associates 1,912 2,010 2,490
Assets under the insurance business 83,464
Reinsurance contract assets 18 54 63
Tangible assets 19 7,300 7,516 8,263
Property, plant and equipment 5,877 5,919 6,398
For own use 5,877 5,919 6,398
Investment property 1,423 1,597 1,865
Intangible assets 20 4,987 5,024 4,933
Goodwill 3,094 3,167 3,455
Other intangible assets 1,893 1,857 1,478
Tax assets 18,747 20,464 21,298
Current tax assets 1,793 2,160 1,805
Deferred tax assets 26 16,954 18,304 19,493
Other assets 21 1,820 2,617 2,137
Inventories 93 101 96
Remaining other assets 1,727 2,516 2,041
Non-current assets and disposal groups classified as held for sale 22 2,121 2,426 3,038
TOTAL ASSETS 607,167 598,850 680,036
Memorandum items
Off-balance-sheet exposures
Loan commitments given 27
Financial guarantees given 27 117,169
10,319
112,800
10,924
101,919
8,835
Other commitments given 27 32,097 38,441 33,663
Financial instruments loaned or delivered as collateral with the right of sale or
pledge
Financial assets held for trading 81 20 45
Financial assets at fair value with changes in other comprehensive income 4,814 3,345 4,819
Financial assets at amortised cost 20,394 9,521 8,097
Tangible assets acquired under a lease 19 1,617 1,565 1,829
Investment property, leased out under operating leases 1,153 1,269 1,586
(*) Presented for comparison purposes only (see Note 1.4).

Liabilities

(Millions of euros)
-- ---------------------
NOTE 31-12-2023 31-12-2022
restated *
31-12-2021 *
Financial liabilities held for trading 11 2,253 4,030 5,118
Derivatives 2,189 3,971 4,838
Short positions 64 59 280
Financial liabilities designated at fair value through profit or loss 3,283 3,409
Deposits 3,281 3,409
Customers 3,281 3,409
Other financial liabilities 2
Financial liabilities at amortised cost 23 480,450 483,047 547,025
Deposits 416,910 422,444 486,529
Central banks 548 16,036 80,447
Credit institutions 18,863 12,774 13,603
Customers 397,499 393,634 392,479
Debt securities issued 56,755 52,608 53,684
Other financial liabilities 6,785 7,995 6,812
Derivatives - Hedge accounting 16 7,677 7,769 960
Fair value changes of the hedged items in portfolio hedge of interest rate risk 16 (2,907) (5,736) 670
Liabilities under the insurance business 79,834
Insurance contract liabilities 18 70,240 62,595
Provisions 24 4,472 5,231 6,535
Pensions and other post-employment defined benefit obligations 599 579 806
Other long-term employee benefits 2,083 2,582 3,452
Pending legal issues and tax litigation 926 971 1,167
Commitments and guarantees given 446 547 461
Other provisions 418 552 649
Tax liabilities 2,094 1,932 2,337
Current tax liabilities 748 452 189
Deferred tax liabilities 26 1,346 1,480 2,148
Other liabilities 21 3,096 2,850 2,115
Liabilities included in disposal groups classified as held for sale 170 16 17
TOTAL LIABILITIES 570,828 565,143 644,611
Memorandum items
Subordinated liabilities
Financial liabilities at amortised cost 23 10,129 9,280 10,255

Equity

(Millions of euros)

NOTE 31-12-2023 31-12-2022
restated *
31-12-2021 *
25 38,206 35,908 37,013
7,502 7,502 8,061
13,470 13,470 15,268
46 46 39
14,925 13,653 9,781
(2,034) (1,866) (1,343)
(519) (25) (19)
4,816 3,128 5,226
25 (1,899) (2,233) (1,619)
(1,502) (1,379) (1,896)
(354) (250) (473)
1 1
(1,148) (1,130) (1,424)
(50) (38) (12)
50 38 12
(397) (854) 277
(26) 29 5
(312) (486) (94)
(290) (2,112) 337
207 1,704
24 11 29
25 32 32 31
32 32 31
36,339 33,707 35,425
607,167 598,850 680,036

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(Millions of euros)

NOTE 2023 2022
restated*
2021 *
Interest income 29 18,223 9,197 7,892
from banking and other business 16,494 7,812 6,319
Financial assets at fair value with changes in other comprehensive income 186 333 172
Financial assets at amortised cost 14,554 7,440 5,497
Other interest income 1,754 39 650
from the insurance business 1,729 1,385 1,573
Financial assets at fair value with changes in other comprehensive income 1,641 1,352 1,570
Financial assets at amortised cost
Other interest income
87
1
33 3
Interest expense 30 (8,110) (2,645) (1,917)
from banking and other business (6,518) (1,298) (650)
from the insurance business (1,592) (1,347) (1,267)
Financial expenses from insurance contracts (1,582) (1,347) (1,267)
Other interest expense (10)
NET INTEREST INCOME 10,113 6,552 5,975
Dividend income 31 163 163 192
Share of profit/(loss) of entities accounted for using the equity method 17 281 222 425
Fee and commission income 32 4,037 4,226 4,129
Fee and commission expenses 32 (379) (371) (424)
Gains/(losses) on derecognition of financial assets and liabilities not measured at fair value through
profit or loss, net
33 94 41 37
Financial assets at amortised cost 3 1 3
Other financial assets and liabilities 91 40 34
Gains/(losses) on financial assets and liabilities held for trading, net
Other gains or losses
33 (42)
(42)
470
470
97
97
Gains/(losses) on financial assets not designated for trading compulsorily measured at fair value through
profit or loss, net 33 24 (11) (3)
Other gains or losses 24 (11) (3)
Gains/(losses) from hedge accounting, net 33 30 (20) 51
Exchange differences (gain/loss), net 129 (152) 39
Other operating income 34 591 604 551
Other operating expenses 34 (1,928) (1,567) (1,445)
Income from assets under insurance and reinsurance contracts 1,128
Expenses from liabilities under insurance and reinsurance contracts (478)
Income from the insurance service 35 1,144 931
Insurance revenue
Insurance service expenses
3,164
(2,020)
2,784
(1,853)
Net result from reinsurance contracts held (26) 5
GROSS INCOME 14,231 11,093 10,274
Administrative expenses (5,047) (4,845) (7,354)
Personnel expenses 36 (3,516) (3,331) (5,588)
Other administrative expenses 37 (1,531) (1,514) (1,766)
Depreciation and amortisation 19 and
20
(774) (730) (695)
Provisions or reversal of provisions 24 (115) (227) (418)
Impairment/(reversal) of impairment on financial assets not measured at fair value through profit or loss
or net profit or loss due to a change
38 (1,228) (882) (897)
Financial assets at fair value with changes in other comprehensive income (4) 1
Financial assets at amortised cost (1,224) (883) (897)
Impairment/(reversal) of impairment on investments in joint ventures and associates. 17 (50) (18) (19)
Impairment/(reversal) of impairment on non-financial assets 39 (75) (102) (158)
Tangible assets (22) (86) (62)
Intangible assets (48) (14) (58)
Other 17 and (5) (2) (38)
Gains/(losses) on derecognition of non-financial assets, net 40 10 41 295
Negative goodwill recognised in profit or loss 7 4,300
Profit/(loss) from non-current assets and disposal groups classified as held for sale not qualifying as
discontinued operations (net)
41 (28) (10) (13)
PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS 6,924 4,320 5,315
Tax expense or income related to profit or loss from continuing operations 26 (2,108) (1,189) (88)
PROFIT/(LOSS) AFTER TAX FROM CONTINUING OPERATIONS 4,816 3,131 5,227
Profit/(loss) after tax from discontinued operations 2 2 2
PROFIT/(LOSS) FOR THE PERIOD 4,818 3,133 5,229
Attributable to minority interests (non-controlling interests) 2 4 3
Attributable to owners of the parent 4,816 3,129 5,226

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (PART A)

Consolidated statement of other comprehensive income

(Millions of euros)

NOTE 2023 2022 restated* 2021 *
PROFIT/(LOSS) FOR THE PERIOD 4,818 3,133 5,229
OTHER COMPREHENSIVE INCOME 334 (1,098) 246
Items that will not be reclassified to profit or loss (123) 518 486
Actuarial gains or losses on defined benefit pension plans (138) 340 106
Share of other recognised income and expense of investments in joint ventures and
associates
0 0 70
Fair value changes of equity instruments measured at fair value with changes in other
comprehensive income
(16) 298 307
Profit or loss from hedge accounting of equity instruments measured at fair value
with changes in other comprehensive income
0 0 0
Fair value changes of equity instruments measured at fair value with changes in
equity [hedged instrument]
(12) (26) (12)
Fair value changes of equity instruments measured at fair value with changes in
equity [hedging instrument]
12 26 12
Income tax relating to items that will not be reclassified 31 (120) 3
Items that may be reclassified to profit or loss 457 (1,616) (240)
Foreign currency exchange (76) 33 29
Translation gains/(losses) taken to equity (76) 33 29
Cash flow hedges (effective portion) 189 (596) (234)
Valuation gains/(losses) taken to equity 5 (636) (222)
Transferred to profit or loss 184 40 (12)
Debt instruments classified as fair value financial assets with changes in other
comprehensive income
2,590 (14,353) (241)
Valuation gains/(losses) taken to equity 2,598 (14,347) (200)
Transferred to profit or loss (8) (6) (41)
Finance expenses from insurance contracts issued (2,135) 12,620
Share of other recognised income and expense of investments in joint ventures and
associates
12 (18) 80
Income tax relating to items that may be reclassified to profit or loss (123) 698 126
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 5,152 2,035 5,475
Attributable to minority interests (non-controlling interests) 2 4 3
Attributable to owners of the parent 5,150 2,031 5,472

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (PART B)

Consolidated statement of total changes in equity

(Millions of euros)

Equity attributable to the parent Minority interests
Shareholders' equity
NOTE Capital Share
premium
Other equity Retained
earnings
Other
reserves
Less:
treasury
shares
Profit/(loss)
attributable to
owners of the
parent
Less: interim
dividends
Accumulated
other
comprehensi
ve income
Accumulated
other
comprehensi
ve income
Other
items
Total
BALANCE AT 31-12-2022 7,502 13,470 46 13,653 (1,152) (25) 3,145 (2,409) 0 32 34,262
Effects of changes in accounting policies (714) (17) 176 (555)
OPENING BALANCE AT 31-12-2022 restated 7,502 13,470 46 13,653 (1,866) (25) 3,128 0 (2,233) 0 32 33,707
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD
4,816 334 2 5,152
OTHER CHANGES IN EQUITY 0 0 0 1,272 (168) (494) (3,128) 0 0 0 (2) (2,520)
Dividends (or remuneration to shareholders) 6 (1,728) (3) (1,731)
Purchase of treasury shares 25 (513) (513)
Sale or cancellation of treasury shares 25 19 19
Transfers among components of equity 3,128 (3,128)
Other increase/(decrease) in equity (128) (168) 1 (295)
Of which: Payment of AT1 instruments (277) (277)
CLOSING BALANCE AT 31-12-2023 7,502 13,470 46 14,925 (2,034) (519) 4,816 0 (1,899) 0 32 36,339

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (PART B)

Consolidated statement of total changes in equity *

(Millions of euros)

Equity attributable to the parent Minority interests
NOTE Shareholders' equity
Capital Share
premium
Other equity Retained
earnings
Other
reserves
Less:
treasury
shares
Profit/(loss)
attributable to
owners of the
parent
Accumulated
other
Less: interim
comprehensi
dividends
ve income
Accumulated
other
comprehensi
ve income
Other
items
Total
BALANCE AT 31-12-2020 5,981 12,033 25 8,719 (1,009) (12) 1,381 (1,865) 25 25,278
OPENING BALANCE AT 01-01-2021 5,981 12,033 25 8,719 (1,009) (12) 1,381 (1,865) 25 25,278
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD
5,226 246 3 5,475
OTHER CHANGES IN EQUITY 2,080 3,235 14 1,062 (334) (7) (1,381) 3 4,672
Issuance of ordinary shares 2,080 3,235 5,315
Dividends (or remuneration to shareholders) (216) (216)
Purchase of treasury shares (15) (15)
Sale or cancellation of treasury shares 8 8
Reclassification of financial instruments from
liability to equity
10 10
Transfers among components of equity 25 1,381 (1,381)
Other increase/(decrease) in equity 4 (103) (334) 3 (430)
Of which: Payment of AT1 instruments (244) (244)
BALANCE AT 31-12-2021 8,061 15,268 39 9,781 (1,343) (19) 5,226 (1,619) 31 35,425
Effects of changes in accounting policies (689) (26) 483 (232)
OPENING BALANCE AT 01-01-2022 8,061 15,268 39 9,781 (2,032) (19) 5,200 (1,136) 31 35,193
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD
3,128 (1,097) 4 2,035
OTHER CHANGES IN EQUITY (559) (1,798) 7 3,872 166 (6) (5,200) (3) (3,521)
Capital reduction (559) (1,798) (2,357)
Dividends (or remuneration to shareholders) (1,178) (4) (1,182)
Purchase of treasury shares (1,818) (1,818)
Sale or cancellation of treasury shares 1,812 1,812
Transfers among components of equity 6 5,200 (5,200)
Other increase/(decrease) in equity 7 (150) 166 1 24
Of which: Payment of AT1 instruments (261) (261)
BALANCE AT 31-12-2022 restated 7,502 13,470 46 13,653 (1,866) (25) 3,128 (2,233) 32 33,707

CONSOLIDATED STATEMENT OF CASH FLOWS (INDIRECT METHOD)

(Millions of euros)

NOTE 2023 2022 restated ** 2021 **
A) CASH FLOWS FROM / (USED IN) OPERATING ACTIVITIES 15,744 (79,875) 38,628
Profit/(loss) for the period * 4,818 3,133 5,229
Adjustments to obtain cash flows from operating activities 2,681 819 (924)
Depreciation and amortisation 774 730 695
Other adjustments 1,907 89 (1,619)
Net increase/(decrease) in operating assets 7,687 (14,823) 15,712
Financial assets held for trading 390 3,628 1,401
Financial assets not designated for trading compulsorily measured at fair value
through profit or loss
(2,034) 2,132 95
Financial assets designated at fair value through profit or loss 782 (669)
Financial assets at fair value with changes in other comprehensive income (262) 1,861 12,795
Financial assets at amortised cost 8,192 (24,663) 4,670
Other operating assets 619 2,888 (3,249)
Net increase/(decrease) in operating liabilities 617 (68,609) 19,462
Financial liabilities held for trading (1,777) (1,088) (912)
Financial liabilities designated at fair value through profit or loss (126) (1,054)
Financial liabilities at amortised cost (5,928) (63,400) 18,934
Other operating liabilities 8,448 (3,067) 1,440
Income tax (paid)/received (59) (395) (851)
B) CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES 203 164 13,888
Payments: (828) (1,304) (1,266)
Tangible assets (412) (440) (358)
Intangible assets (389) (476) (320)
Investments in joint ventures and associates (26) (49)
Subsidiaries and other business units (250)
Non-current assets and liabilities classified as held for sale (1) (138) (539)
Proceeds: 1,031 1,468 15,154
Tangible assets 134 138 311
Intangible assets 16 1 1
Investments in joint ventures and associates 106 152 208
Subsidiaries and other business units 277
Non-current assets and liabilities classified as held for sale 775 1,177 2,266
Other proceeds related to investing activities
7
12,091
C) CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES 1,393 (3,984) 88
Payments: (9,655) (9,564) (4,438)
Dividends
6
(1,728) (1,178) (216)
Subordinated liabilities (1,500) (1,760) (665)
Purchase of own equity instruments (513) (1,818) (15)
Other payments related to financing activities (5,914) (4,808) (3,542)
Proceeds: 11,048 5,580 4,526
Subordinated liabilities
23
2,318 750 1,750
Disposal of own equity instruments 19 15 8
Other proceeds related to financing activities 8,711 4,815 2,768
D) EFFECT OF EXCHANGE RATE CHANGES (1) 1 1
E) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C+D) 17,339 (83,694) 52,605
F) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 20,522 104,216 51,611
G) CASH AND CASH EQUIVALENTS AT END OF YEAR (E+F) 37,861 20,522 104,216
COMPONENTS OF CASH AND CASH EQUIVALENTS AT END OF PERIOD
Cash 2,418 2,560 3,044
Cash equivalents at central banks 33,704 16,384 99,574
Other financial assets 1,739 1,578 1,598
TOTAL CASH AND CASH EQUIVALENTS AT END OF YEAR 37,861 20,522 104,216
(*)
Of which: Interest received
17,599 8,830 8,124
Of which: Interest paid 7,397 1,281 2,637
Of which: Dividends received 674 421 431

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF CAIXABANK GROUP AT 31 DECEMBER 2023

As required by current legislation governing the content of consolidated financial statements, these notes to the consolidated financial statements complete, extend and discuss the balance sheet, statement of profit or loss, statement of changes in equity and the statement of cash flows, and form an integral part of them to give an accurate and fair view of the equity and financial position of CaixaBank group at 31 December 2023, and the results of its operations, the changes in equity and the cash flows during the year then ended.

Index of explanatory notes Page

1. Corporate information, basis of presentation and other information 13
2. Accounting policies and measurement bases 30
3. Risk management 58
4. Capital adequacy management 139
5. Appropriation of profit 143
6. Shareholder remuneration and earnings per share 144
7. Business combinations, acquisition and disposal of ownership interests in subsidiaries 146
8. Segment information 148
9. Remuneration of key management personnel 151
10. Cash and cash balances at central banks and other demand deposits 157
11. Financial assets and liabilities held for trading 158
12. Financial assets not designated for trading compulsorily measured at fair value through profit or loss 160
13. Financial assets designated at fair value through profit or loss 161
14. Financial assets at fair value with changes in other comprehensive income 162
15. Financial assets at amortised cost 165
16. Derivatives - Hedge accounting (assets and liabilities) 170
17. Investments in joint ventures and associates 175
18. Assets and liabilities under the insurance business 178
19. Tangible assets 185
20. Intangible assets 187
21. Other assets and other liabilities 190
22. Non-current assets and disposal groups classified as held for sale 192
23. Financial liabilities 194
24. Provisions 201
25. Equity 216
26. Tax position 220
27. Guarantees and contingent commitments given 224
28. Other significant disclosures 225
29. Interest income 228
30. Interest expense 229
31. Dividend income 230
32. Fee and commission income 231
33. Gains/(losses) on financial assets and liabilities 232
34. Other operating income and expense 233
35. Income from the insurance service 234
36. Personnel expenses 235
37. Other administrative expenses 236

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

38. Impairment or reversal of impairment on financial assets not measured at fair value through profit or
loss 238
39. Impairment/(reversal) of impairment on non-financial assets 239
40. Gains/(losses) on derecognition of non-financial assets 240
41. Profit/(loss) from non-current assets and disposal groups classified as held for sale not qualifying as
discontinued operations
241
42. Information on the fair value 242
43. Related-party transactions 253
44. Other disclosure requirements 259
45. Statements of cash flows 261
Appendix 1 – CaixaBank investments in subsidiaries of CaixaBank Group 264
Appendix 2 – CaixaBank stakes in agreements and joint ventures of CaixaBank Group 265
Appendix 3 – Investments in associates of CaixaBank 267
Appendix 4 - Disclosure on the acquisition and disposal of ownership interests in subsidiaries in 2023 268
Appendix 5 – Annual banking report 269

1. CORPORATE INFORMATION, BASIS OF PRESENTATION AND OTHER INFORMATION

1.1 CORPORATE INFORMATION

CaixaBank, S.A. (hereinafter, CaixaBank - its trade name - or the Entity), is a Spanish public limited company registered in the Commercial Register of Valencia, Volume 10370, Folio 1, Sheet V-178351, and in the Special Administrative Register of the Bank of Spain, under number 2100. The Legal Entity Identifier (LEI) of CaixaBank is 7CUNS533WID6K7DGFI87, and its tax ID (NIF) is A08663619.

As of 1 July 2011, CaixaBank's shares are listed on the securities exchanges of Madrid, Barcelona, Valencia and Bilbao, in their continuous markets. The registered office and tax address of CaixaBank is Calle Pintor Sorolla, 2-4 in Valencia (Spain). The contact numbers for the shareholder service line are 902 11 05 82 / +34 935 82 98 03, and the one for institutional investors and analysts is +34 934 11 75 03.

The Entity's most relevant company milestones during its period of activity are:

The corporate purpose of CaixaBank, covered under Article 2 of its By-laws, mainly entails: i) all manner of activities, operations, acts, contracts and services related to the banking sector in general, including the provision of investment services and ancillary services and the performance of the activities of an insurance agency; ii) receiving customer funds in the form of irregular deposits or in other similar formats, for the purposes of application on its own account to active credit and microcredit operations, and other investments, providing customers with services including dispatch, transfer, custody, mediation and others; and iii) the acquisition, holding, use and disposal of all kinds of securities and the formulation of public offerings for the acquisition and sale of securities, as well as all kinds of holdings in any company or enterprise.

CaixaBank, S.A. and its subsidiaries comprise CaixaBank Group (hereinafter "CaixaBank Group" or the "Group").

CaixaBank S.A. is the parent company of the financial conglomerate formed by the Group's entities that are considered to be regulated, recognising CaixaBank as a significant supervised entity, whereby CaixaBank comprises, together with the credit institutions of its Group, a significant supervised group of which CaixaBank is the entity at the highest level of prudential consolidation.

As a listed bank, it is subject to oversight by the European Central Bank and the Spanish national securities market regulator (the Comisión Nacional del Mercado de Valores, CNMV); however, the entities of the Group are subject to oversight by supplementary and industry-based bodies.

Since CaixaBank is a Spanish commercial enterprise structured as a public limited company, it is therefore subject to the amended text of the Spanish Capital Companies Law, enacted by Royal Legislative Decree 1/2010 of 2 July and its implementing provisions. In addition, since it is a listed company, it is also governed by Law 6/2023 of 17 March on Securities Markets and Investment Services and implementing regulations.

CaixaBank's corporate website is www.caixabank.com.

1.2 BASIS OF PRESENTATION

The Group's consolidated financial statements have been prepared by the directors in accordance with the regulatory financial reporting framework applicable to the Group at 31 December 2023, which is set forth in the International Financial Reporting Standards adopted by the European Union (hereinafter, "IFRS-EU"). In preparing these statements, Bank of Spain Circular 4/2017 of 27 November has been taken into account, which constitutes the adaptation of the IFRS-EU to Spanish credit institutions, and subsequent amendments in force at the end of the financial year.

The financial statements, which were prepared from the accounting records of CaixaBank and the Group's companies, are presented in accordance with the regulatory financial reporting framework applicable to them and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Group's equity, financial position, results of operations and cash flows for the financial year. The accompanying financial statements include certain adjustments and reclassifications required to apply the policies and criteria used by the Group companies on a consistent basis with those of CaixaBank.

The figures are presented in millions of euros unless another monetary unit is stated. Certain financial information in these notes was rounded off and, consequently, the figures shown herein as totals may differ slightly from the arithmetic sum of the individual figures given before them. Similarly, in deciding what information to disclose in this report, its materiality was assessed in relation to the annual financial data.

Standards and interpretations issued by the IASB that entered into force in the financial year 2023

At the date of preparing these consolidated financial statements, the most significant standards issued by the IASB and effective as of 1 January 2023 are as follows:

Standards and interpretations

Standards and interpretations Title Mandatory application for
annual periods beginning on
or after:
Amendment to IAS 12 International Tax Reform, Pillar 2 model 1 January 2023
Amendments to IAS1 and IFRS Practice
Statement No. 2
Disclosure of Accounting Policies 1 January 2023
IFRS 17 Insurance contracts 1 January 2023
Amendment to IFRS 17 First-time adoption of IFRS 17 and IFRS 9 -
Comparative information
1 January 2023

■ Amendment to IAS 12 "Income Taxes"

On 23 May 2023, the IASB published amendments to IAS 12 "Income Taxes" regarding International Tax Reform, particularly the Pillar 2 model rules issued by the Organisation for Economic Co-operation and Development (OECD). The purpose of this reform is to lay down national minimum taxes complementary to the income taxes of each jurisdiction. The IASB amendments introduced:

  • a temporary and mandatory exemption from the requirements to record and disclose deferred tax assets and liabilities related to Pillar 2 income taxes; and
  • specific disclosure requirements for affected entities, such as:
    • An entity will disclose that it has applied the exception described above,
    • An entity will separately disclose its current tax expense (income) related to Pillar 2 income taxes.
    • In periods in which Pillar 2 legislation is enacted or substantively enacted, but not yet in effect, an entity will disclose known or reasonably estimable information that helps users of financial statements understand the entity's exposure to Pillar 2 income taxes arising from that legislation.

An entity will apply the amendments relating to the introduction of the exception and the disclosures regarding its application immediately upon issuance of the amendments and retrospectively in accordance with IAS 8; and with regard to the remaining disclosure requirements, they are required for annual reporting periods beginning on or after 1 January 2023.

Currently, the regulations relating to the Tax Reform have not yet been approved in Spain. However, under the provisions of the Draft Law submitted for public information, it is expected to take effect for tax periods beginning on or after 31 December 2023 and, therefore, as regards the CaixaBank Group, from the next tax year beginning on or after 1 January 2024.

However, at year-end 2023, tax reform legislation has been enacted or substantially enacted but is not yet in force in other foreign jurisdictions that are applicable to certain of the Group's branches and companies. Accordingly, the Group has applied the temporary and mandatory exception to the requirements to recognise and disclose deferred tax assets and liabilities related to income taxes under Pillar 2.

The Group is conducting a specific project to assess the impacts and implementation of this reform, which is not expected to have a material impact on the CaixaBank Group, as evidenced by the preliminary conclusions reached.

■ Amendments to IAS1 and IFRS Practice Statement No. 2 "Disclosure of Accounting Policies"

The Group has been applying the "Disclosure of Accounting Policies" (Amendments to IAS1 and IFRS Practice Statement No. 2) since 1 January 2023. While these amendments have not resulted in any changes to the accounting policies, they have had an impact on the disclosure of accounting policies in the financial statements.

These amendments require the disclosure of "material" rather than "significant" accounting policies. The amendments also provide additional guidance on the application of materiality in the disclosure of accounting policies, helping entities to provide useful entity-specific information about their accounting policies that users may need to understand other information in the financial statements.

The Group has revised the accounting policies and made updates to the disclosures in Note 2 "Material accounting policies" in certain cases in line with the amendments.

■ IFRS 17 "Insurance contracts"

IFRS 17, the new international financial reporting standard that lays down principles for the recognition, measurement, presentation and disclosure of insurance contracts, came into force on 1 January 2023. Also, on the same date, the Group ceased to apply the temporary exemption from the application of IFRS 9 to the financial investments of the Group's insurance companies.

Accordingly, the Group has applied IFRS 17 and IFRS 9 (in the insurance business) since 1 January 2023, although the transition date for IFRS 17 is 1 January 2022, and therefore the comparative period 2022 has been restated. These standards will bring about significant changes in the accounting for insurance and reinsurance contracts and financial instruments linked to the insurance business, respectively (see Note 2).

The impact of the adoption of this standard is significant in terms of assets and reporting, which is why the provisions of IAS 8, IAS 34, and the IASB amendment of IFRS 17 on comparative information when applying IFRS 17 and IFRS 9 have been considered (see Note 1.4).

Standards and interpretations issued by the IASB but not yet effective

At the date of preparing these consolidated financial statements, there are no standards published by the IASB in force (either because their effective date is later than the publication date of the consolidated financial statements or because they have not yet been endorsed by the European Union) that could have a material effect on future consolidated financial statements.

1.3 RESPONSIBILITY FOR THE INFORMATION AND FOR THE ESTIMATES MADE

The Entity's consolidated financial statements for 2023 were prepared by the Board of Directors at a meeting held on 15 February 2024 and are pending approval by the Annual General Meeting. However, it is expected that they will be approved without any changes. The 2022 financial statements were approved by the Ordinary Annual General Meeting on 31 March 2023.

These consolidated financial statements have been prepared according to a going concern based on the solvency (see Note 4) and liquidity (see Note 3.4.4) of the Group.

The preparation of the consolidated financial statements required the Board of Directors to make certain judgements, estimates and assumptions in order quantify certain assets, liabilities, revenues, expenses and obligations shown in them. These judgements and estimates mainly refer to:

  • The measurement of goodwill and intangible assets (Note 2.14 and 20).
  • The term of the lease agreements used in the assessment of the lease liabilities (Note 2.16).
  • The fair value of assets, liabilities and contingent liabilities in the context of the purchase price allocation in business combinations (Note 7).
  • Impairment losses on financial assets, and of the fair value of guarantees associated thereto, according to their classification in accounts, which entail the need to make judgments regarding: i) the consideration of "significant increase in credit risk" (SICR); ii) the definition of default; and iii) the incorporation of forwardlooking information and other aspects included in the Post Model Adjustment (Notes 2.7 and 3.4.1).
  • The measurement of investments in joint ventures and associates (Note 17).
  • The methodologies and hypotheses used in the valuation of insurance and reinsurance contracts, including, inter alia, the determination of contract limits, hedge units, risk adjustment for non-financial risks, discount rates and the investment component (Note 2.19 and Note 18).
  • The classification, useful life of and impairment losses on tangible assets and intangible assets (Notes 19 and 20).
  • Impairment losses on non-current assets and disposal groups classified as held for sale (Note 22).
  • Actuarial assumptions used to measure post-employment liabilities and commitments (Note 24).
  • The measurement of the provisions required to cover labour, legal and tax contingencies (Note 24).

  • The income tax expense based on the income tax rate expected for the full year and the capitalisation and recoverability of tax assets (Note 26).
  • The fair value of certain financial assets and liabilities (Note 42).

These estimates were made on the basis of the best information available at the date of authorisation for issue of the financial statements, considering the uncertainty at the time arising from the current economic environment. However, it is possible that events may occur that make it necessary for them to be changed in future periods. According to applicable legislation, the effects of these estimate changes would be recognised prospectively in the corresponding statement of profit or loss.

1.4 COMPARISON OF INFORMATION AND CHANGES IN THE SCOPE OF CONSOLIDATION

The 2022 and 2021 figures presented in the accompanying 2023 Financial Statements are given for comparison purposes only. In some cases, in order to facilitate comparability, the comparative information is presented in a summarised way, and the full information is available in the 2022 and 2021 financial statements.

As stated in this note in the "Basis of presentation" section, the Group has applied IFRS 17 and IFRS 9 (in the insurance business) from 1 January 2023, the transition date of IFRS 17 is 1 January 2022. Given the impracticability of applying IFRS 17 retroactively, the Group has chosen to apply the fair value approach provided for in that standard. For such purpose, the Group has determined the contractual service margin (CSM) or the loss component of the remaining hedging liability at the transition date as the difference between the fair value of a group of insurance contracts at that date and the cash flows derived from the performance measured at that date.

When implementing this approach, the Group has taken the following considerations into account:

  • Only future cash flows within the contract boundaries have been included in the fair value estimate, thereby excluding values of future renewals and new business.
  • The requirements of IFRS 13 have been taken into consideration.
  • Intangible assets related to future renewals that arose in business combinations have been recognised as insurance acquisition cash flow assets, given that these amounts are not included in the measurement of insurance contracts.

Furthermore, when applying this approach, the Group has opted to:

  • Include contracts issued more than one year apart in a group of contracts.
  • Determine discount rates at the initial recognition date, rather than at the transition date.
  • Retrospectively determine the cumulative amount of income or expense recognised in other comprehensive income at the date of transition.

The main differences as regards the measurement and classification of insurance contract liabilities between IFRS 4 and IFRS 17 are as follows:

IFRS 4 IFRS 17

Insurance liabilities mainly consist of mathematical
provisions.

Insurance liabilities mainly consist of estimated future
cash flows and future profit (CSM).

Maintenance of pricing assumptions when calculating
provisions at the various accounting closes.

Use of current assumptions at each close.

Existence of the liability adequacy test that enables
offsetting.

There is no adequacy test and if there are onerous
contracts they should be immediately recorded in the
income statement.

The flows of redemption options are not included.

Future flows include redemption options, expenses and
risk margins
IFRS 4 IFRS 17

Liability discount rate equivalent to the rate of return on
the acquisition of the underlying financial investments.
Provisions are capitalised at this technical interest rate but
they are not updated due to changes in rates.
Supplementary provisions are made for interest rates and
tables, where necessary.

Locked-in rate: liability discount rate at the inception of
the transaction. This interest rate is the rate used to
recognise the financial costs of insurance contracts.

Furthermore, insurance liabilities are discounted for
changes in rates at each closing (except for the expected
CSM profit).

Insurance contracts are presented net of reinsurance
under the headings.

Insurance contracts should be accounted for under
separate headings from reinsurance contracts.

The accounting technique named shadow accounting
offsets asset and liability OCI effects, there is no volatility
in assets.

Impact on OCI includes two components:
– Changes in value of the investment portfolio
classified as FV-OCI.
– Changes in the value of liabilities between the locked
in rate and the current rate.

There may be limited volatility in the net amounts
recognised in OCI.

The most relevant differences in the measurement and classification that affect income and expenses related to insurance contracts, according to the type of producer, between IFRS 4 and IFRS 17 are as follows:

IFRS 4 IFRS 17
Long-term life-savings contracts - measured under the general model

The margin on savings products is wholly recorded in net
interest income.

Personal administration costs and depreciation
associated with their marketing and administration are

The majority of margin on savings products is recorded
under profit/(loss) from the insurance service.

This margin is net of expenses directly attributable to
insurance contracts.
not deducted.
In interest income, the return on the financial portfolio
affected by these contracts is recognised (no difference
with IFRS 4). In interest expense, the capitalisation of
insurance liabilities is recognised using the locked-in rate
in effect at the time the contract was issued.
Long-term life-risk contracts -
measured under the general model

The margin on long-term life-risk products is recorded
under income/(expense) from assets/liabilities under
insurance and reinsurance contracts.

There are no deductions for administration, personnel or
depreciation costs associated with their marketing and
administration.

The majority of margin on long-term life-risk products is
recorded under profit/(loss) from the insurance service.

This margin is net of expenses directly attributable to
insurance contracts.

In interest income, the return on the financial portfolio
affected by these contracts is recognised (no difference
with IFRS 4). In interest expense, the capitalisation of
insurance liabilities is recognised using the locked-in rate
in effect at the time the contract was issued.
Unit-linked and similar life-type contracts –
measured under the variable fee model

The margin on unit-linked products and the flexible part
of annuities is recorded under fee and commission
income.

The margin for unit-linked products and the flexible part
of annuities is recorded under profit/(loss) from the
insurance service.

There are no deductions for administration, personnel or
depreciation costs associated with their marketing and
administration.

The margin is net of expenses directly attributable to
insurance contracts.
Short-term life-savings contracts –
measured under the simplified model

The margin on life-risk products is recorded under
income/(expense) from assets/liabilities under insurance
and reinsurance contracts.

The margin on life-risk products is recorded under
profit/(loss) from the insurance service.

There are no deductions for administration personnel
expenses.
This margin is net of expenses directly attributable to
insurance contracts.

Additionally, in relation to the suspension of the deferral of the application of IFRS 9 in the insurance business, as enabled by this standard, the Group has decided not to restate comparative information on financial assets for prior periods. However, given that the transition date of IFRS 17 in the Group is 1 January 2022, with a view to avoid temporary accounting mismatches between financial assets and insurance contract liabilities, and thus improve comparative information for users of the financial statements, the Group has decided to use the classification overlay approach permitted by IFRS 17 for comparative reporting. This approach enables companies to submit comparative information on financial instruments in the initial application of IFRS 17 and IFRS 9 based on the expected classification according to IFRS 9, as if the classification and measurement requirements of IFRS 9 had been applied to these financial assets. This presentation can only be applied in comparison periods that have been restated for IFRS 17, which in the case of the Group solely includes 2022.

This situation has led to classification and valuation changes for certain items in the consolidated financial statements for 2022 (only those balance sheet items that have changed are included):

Balance sheet reconciliation at 31-12-2022 Assets

(Millions of euros)

Balance sheet
at 31-12-2022
Reclassif. of
fin. instrum.
according to
their nature
IFRS 9 (a)
Other
reclassifications
according to
IFRS 17
Valuation
adjustments
Balance sheet
at 31-12-2022
restated
Financial assets not designated for trading
compulsorily measured at fair value through
profit or loss
183 11,168 11,351
Equity instruments 127 11,168 11,295
Financial assets designated at fair value
through profit or loss
8,022 8,022
Debt securities 7,985 7,985
Loans and advances 37 37
Credit institutions 37 37
Financial assets at fair value with changes in
other comprehensive income
12,942 51,590 64,532
Debt securities 11,591 51,590 63,181
Financial assets at amortised cost 442,754 3,196 218 446,168
Debt securities 77,733 c 2,986 218 80,937
Loans and advances 365,021 210 365,231
Credit institutions 12,187 210 12,397
Customers 352,834 352,834
Derivatives - Hedge accounting 649 813 1,462
Investments in joint ventures and associates 2,034 20 2,054
Associates 1,990 20 2,010
Assets under the insurance business 68,534 (68,391) (132) (11)
Reinsurance contract assets b 132 (69) 63
Intangible assets 5,219 d (195) 5,024
Goodwill 3,167 3,167
Other intangible assets 2,052 (195) 1,857
Tax assets 20,457 e 7 20,464
Deferred tax assets 18,297 7 18,304
Other assets 2,369 248 2,617
Remaining other assets 2,268 248 2,516
TOTAL ASSETS 592,234 6,398 218 598,850

a) In the first-time application of IFRS 9 for financial instruments linked to the insurance business, the financial instruments grouped under the heading "Assets under the insurance business" on the asset side of the balance sheet that were recorded pursuant to the classification and measurement accounting policies of IAS 39 were reclassified to each of the IFRS 9 headings provided for, along with the other financial instruments of the banking business (and others) that did not apply this deferral. In particular, the balances corresponding to available-for-sale financial assets linked to the insurance business have been reclassified to "Financial assets at fair value through other comprehensive income" or "Financial assets at amortised cost", while the value of the interest rate swaps previously reported jointly with the fixed-income instruments, have been reclassified to "Hedging derivatives" on the assets or liabilities side, where applicable.

b) The balances classified under "Liabilities under the insurance business" have been reclassified to "Reinsurance contract assets", based on the nature of those liabilities.

c) The valuation adjustment reflects the impact of the reversal of fair value adjustments of instruments reclassified to "Financial assets at amortised cost".

d) Certain intangible assets linked to the insurance business and recognised in business combinations prior to the entry into force of IFRS 17, which according to this standard are not eligible for capitalisation after being implicitly included in the contractual service margin (CSM) recognised on transition to IFRS 17, have been de-recognised.

e) Fiscal effect of the indicated valuation adjustments.

Balance sheet reconciliation at 31-12-2022 Liabilities

Balance
sheet at
31-12-2022
Reclassif. of
fin. instrum.
according to
their nature
IFRS 9 (a)
Other
reclassifications
according to
IFRS 17 (b)
Valuation
adjustments
Balance sheet
at 31-12-2022
restated
Financial liabilities designated at fair value
through profit or loss
3,409 3,409
Deposits 3,409 3,409
Customers 3,409 3,409
Financial liabilities at amortised cost 482,501 546 483,047
Deposits 421,870 574 422,444
Customers 393,060 574 393,634
Other financial liabilities 8,023 (28) 7,995
Derivatives - Hedge accounting 1,371 6,398 7,769
Liabilities under the insurance business 65,654 c (3,955) (61,699)
Insurance contract liabilities c 62,595 62,595
Provisions 5,263 (32) 5,231
Other long-term employee benefits 2,614 (32) 2,582
Tax liabilities 2,113 d (181) 1,932
Current tax liabilities 457 (5) 452
Deferred tax liabilities 1,656 (176) 1,480
Other liabilities 2,760 90 2,850
TOTAL LIABILITIES 557,972 6,398 773 565,143

a) In the first-time application of IFRS 9 for financial instruments linked to the insurance business, the financial instruments grouped under the heading "Assets under the insurance business" on the asset side of the balance sheet that were recorded pursuant to the classification and measurement accounting policies of IAS 39 were reclassified to each of the IFRS 9 headings provided for, along with the other financial instruments of the banking business (and others) that did not apply this deferral. In particular, the balances corresponding to available-for-sale financial assets linked to the insurance business have been reclassified to "Financial assets at fair value through other comprehensive income" or "Financial assets at amortised cost", while the value of the interest rate swaps previously reported jointly with the fixed-income instruments, have been reclassified to "Hedging derivatives" on the assets or liabilities side, where applicable.

b) Reclassifications of the heading "Liabilities under the insurance business" corresponding to specific products of BPI Vida e Pensões that do not include a significant transfer of insurance risks and, therefore, are classified and measured under the scope of IFRS 9 (see Note 2).

c) The balances classified under "Liabilities under the insurance business" have been reclassified to "Insurance contract liabilities" or "Reinsurance contract assets", based on the nature of those liabilities and pursuant to IFRS 17, thus, they include the measurement of the contractual service margin (CSM) amounting to EUR 3,155 million and the risk adjustment for non-financial risk amounting to EUR 477 million.

d) Fiscal effect of the indicated valuation adjustments.

Balance sheet reconciliation at 31-12-2022

Equity

(Millions of euros)

Balance
sheet at
31-12-2022
Valuation
adjustments
(b)
Balance sheet
at 31-12-2022
restated
SHAREHOLDERS' EQUITY 36,639 a (731) 35,908
Other reserves (1,152) (714) (1,866)
Profit/(loss) for the period attributable to owners of the parent 3,145 (17) 3,128
ACCUMULATED OTHER COMPREHENSIVE INCOME (2,409) 176 (2,233)
Items that will not be reclassified to profit or loss (1,379) (1,379)
Items that may be reclassified to profit or loss (1,030) a 176 (854)
Foreign currency exchange 12 17 29
Hedging derivatives. Reserve of cash flow hedges [effective portion] (499) 13 (486)
Fair value changes of debt securities measured at fair value with changes in other
comprehensive income
(506) (1,606) (2,112)
Finance expenses from insurance contracts issued 1,704 1,704
Share of other recognised income and expense of investments in joint ventures
and associates
(37) 48 11
TOTAL EQUITY 34,262 (555) 33,707

a) The impact on equity includes the impact relating to the transition date of 1 January 2022, as well as the differences in restated profit/(loss) for 2022 and the movement in other income and expenses recognised during the period. Overall, at 31-12-2022 it represents -20 basis points in CET1 and EUR -555 million net of tax broken down as follows:

– Impact on "Other reserves" of EUR -714 million, mainly due to the difference between existing insurance provisions under IFRS 4 and the new valuation of insurance contract liabilities under IFRS 17, as well as the derecognition of intangible assets from business combinations prior to 1 January 2022.

– Impact on "Accumulated other comprehensive income" of EUR 176 million, primarily attributable to the elimination of shadow accounting and the difference between the OCI of financial investments and the OCI of liabilities (difference between the historical rate at the time of issuance of the policy—the locked-in rate—used at the transition date and the current rate at that date).

– Restatement of "Profit/(loss) for the period attributable to owners of the parent" in 2022. Please see the reconciliation of the restatement of the Income Statement below for further clarification of the nature of these impacts.

b) The net valuation adjustment corresponding to the first-time application of IFRS 9 for the insurance business amounts to EUR 74 million, which primarily corresponds to the recognition of the expected loss for portfolios at amortised cost and the reversal of the fair value measurement of certain portfolios not affected by insurance contracts reclassified from "Financial assets at fair value through other comprehensive income", as well as the related tax effects. The remaining impact relates to IFRS 17.

Consolidated Income Statement - Reconciliation of restatement 2022

(Millions of euros)

2022 Valuation changes 2022 restated
Interest income 9,233 (36) 9,197
from banking and other business 7,812 7,812
Financial assets at fair value through other comprehensive
income
333 333
Financial assets at amortised cost 7,440 7,440
Other interest income 39 39
from the insurance business 1,421 (36) 1,385
Financial assets at fair value through other comprehensive
income
1,418 c (66) 1,352
Financial assets at amortised cost 3 30 33
Interest expense (2,317) (328) (2,645)
from banking and other business (1,298) (1,298)
from the insurance business (1,019) (328) (1,347)
NET INTEREST INCOME 6,916 a (364) 6,552
Dividend income 163 163
Share of profit/(loss) of entities accounted for using the equity method 264 (42) 222
Fee and commission income 4,406 b (180) 4,22
Fee and commission expenses (396) c 25 6
(371)
Gains/(losses) on derecognition of financial assets and liabilities not measured at fair
value through profit or loss, net
41 41
Gains/(losses) on financial assets and liabilities held for trading, net 476 (6) 470
Other gains or losses 476 (6) 470
Gains/(losses) on financial assets not designated for trading compulsorily measured
at fair value through profit or loss, net
(9) (2) (11)
Other gains or losses (9) (2) (11)
Gains/(losses) from hedge accounting, net (18) f (2) (20)
Exchange differences (gain/loss), net (152) (152)
Other operating income 604 604
Other operating expenses (1,567) (1,56
Income from assets under insurance and reinsurance contracts 1,329 d (1,329) 7)
Expenses from liabilities under insurance and reinsurance contracts (463) d 463
Income from the insurance service a, b, c, d, e 931 931
Insurance revenue 2,784 2,784
Insurance service expenses (1,853) (1,853)
Net result from reinsurance contracts held 5 5
GROSS INCOME 11,594 (501) 11,093
Administrative expenses (5,263) e 418 (4,845)
Personnel expenses (3,620) 289 (3,331)
Other administrative expenses (1,643) 129 (1,514)
Depreciation and amortisation (807) e 77 (730)
PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS 4,326 (6) 4,320
Tax expense or income related to profit or loss from continuing operations (1,179) g (10) (1,189)
PROFIT/(LOSS) AFTER TAX FROM CONTINUING OPERATIONS 3,147 (16) 3,131
PROFIT/(LOSS) FOR THE PERIOD 3,149 (16) 3,133
Attributable to minority interests (non-controlling interests) 4 4
Attributable to owners of the parent 3,145 (16) 3,129

a) The margin on savings products recognised under "Net interest income" is now mainly recognised under "Profit/(loss) from the insurance service".

b) The margin of unit-linked and similar products recorded under "fee and commission income" is now recorded under "profit/(loss) from the insurance service".

c) Fees paid to third parties on products under the scope of IFRS 17 recorded in "fee and commission expenses" are now recorded under "profit/(loss) from the insurance service".

d) The margin for risk products recorded under "income/(expense) from assets under insurance and reinsurance contracts" is now recorded under "profit/(loss) from the insurance service".

e) "Administrative expenses" and "Depreciation and amortisation" have been reclassified to "profit/(loss) from the insurance service", insofar as they are directly attributable to insurance contracts.

f) Changes in fair value of swaps previously reported in "Accumulated other comprehensive income" are now reported under "Gains/(losses) from hedge accounting, net" in the income statement

g) Tax effect of adjustments that change the income statement.

Consolidated statements of recognised income and expense - Reconciliation of restatement 2022

(Millions of euros)

2022 Valuation
changes
2022
restated
PROFIT/(LOSS) FOR THE PERIOD 3,149 a (16) 3,133
OTHER COMPREHENSIVE INCOME (790) (308) (1,098)
Items that will not be reclassified to profit or loss 518 518
Items that may be reclassified to profit or loss (1,308) b (308) (1,616)
Foreign currency exchange 7 26 33
Translation gains/(losses) taken to equity 7 26 33
Cash flow hedges (effective portion) (596) (596)
Valuation gains/(losses) taken to equity (636) (636)
Transferred to profit or loss 40 40
Debt instruments classified as fair value financial assets with changes in other
comprehensive income
(1,178) (13,175) (14,353)
Valuation gains/(losses) taken to equity (1,172) (13,175) (14,347)
Transferred to profit or loss (6) (6)
Finance expenses from insurance contracts issued 12,620 12,620
Share of other recognised income and expense of investments in joint ventures and
associates
(65) 47 (18)
Income tax relating to items that may be reclassified to profit or loss 524 c 174 698
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 2,359 (324) 2,035
Attributable to minority interests (non-controlling interests) 4 4
Attributable to owners of the parent 2,355 (324) 2,031

a) See restatement of the Statement of Profit or Loss as at 31-12-2022.

b) Impact basically arising from the elimination of the shadow accounting figure and the difference in OCI from the financial investments and the OCI of the liabilities (difference between the locked-in rate, used on the transition date, and the current rate on said date).

c) Fiscal effect of the indicated valuation adjustments.

Statement of cash flows (indirect method) - Reconciliation of restatement 2022

(Millions of euros)

2022 Reclassifica
tions (b)
Valuation
changes
2022
restated
A) CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES (79,875) (79,875)
Profit/(loss) for the period 3,149 (16) 3,133
Adjustments to obtain cash flows from operating activities 819 819
Depreciation and amortisation 807 (77) 730
Other adjustments 12 77 89
Net increase/(decrease) in operating assets (14,823) (14,823)
Financial assets held for trading 3,543 85 3,628
Financial assets designated at fair value through profit or loss 59 2,073 2,132
Financial assets not designated for trading compulsorily measured at
fair value through profit or loss
(669) (669)
Financial assets at fair value with changes in other comprehensive
income
2,446 (585) 1,861
Financial assets at amortised cost (24,385) (278) (24,663)
Other operating assets 3,514 (626) 2,888
Net increase/(decrease) in operating liabilities (68,625) 16 (68,609)
Financial liabilities held for trading (1,088) (1,088)
Financial liabilities designated at fair value through profit or loss (1,054) (1,054)
Financial liabilities at amortised cost (63,400) (63,400)
Other operating liabilities (4,137) 1,054 16 (3,067)
Income tax (paid)/received (395) (395)
B) CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES 164 164
C) CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES (3,984) (3,984)
D) EFFECT OF EXCHANGE RATE CHANGES 1 1
E) NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS (A+B+C+D)
(83,694) (83,694)
F) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 104,216 104,216
G) CASH AND CASH EQUIVALENTS AT END OF PERIOD (E+F) 20,522 20,522

a) See restatement of the Statement of Profit or Loss as at 31-12-2022.

b) The balances classified under "Liabilities under the insurance business" are reclassified to the headings corresponding to financial instruments of IFRS 9, based on their nature.

In accordance with IAS 8, considering that the transition date of IFRS 17 is 1 January 2022, without restating the Group's consolidated balance sheet as at 31 December 2021, the following is a reconciliation of the changes in measurement and classification due to the transition at that date:

Balance sheet reconciliation at 01-01-2022

Assets

(Millions of euros)

Balance
sheet at
31-12-2021
Reclassif. of
fin. instrum.
according to
their nature
IFRS 9 (a)
Others
reclassifications
according to
IFRS 17
Valuation
adjustments
Balance sheet
at 01-01-2022
Financial assets not designated for trading
compulsorily measured at fair value through 237 13,392 13,629
profit or loss
Equity instruments
165 13,392 13,557
Financial assets designated at fair value through
profit or loss 7,336 7,336
Debt securities 7,254 7,254
Loans and advances 82 82
Credit institutions 82 82
Financial assets at fair value with changes in
other comprehensive income 16,403 64,948 81,351
Debt securities 14,757 64,948 79,705
Financial assets at amortised cost 420,599 4,127 (381) 424,345
Debt securities 68,206 c
4,064
(381) 71,889
Loans and advances 352,393 63 352,456
Derivatives - Hedge accounting 1,038 797 1,835
Investments in joint ventures and associates 2,534 15 2,549
Associates 2,490 15 2,505
Assets under the insurance business 83,464 (83,454) (120) 110
Reinsurance contract assets b 120 (43) 77
Intangible assets 4,933 d 88 (221) 4,800
Goodwill 3,455 (404) 3,051
Other intangible assets 1,478 492 (221) 1,749
Tax assets 21,298 e (11) 21,287
Deferred tax assets 19,493 (11) 19,482
Other assets 2,137 6 (143) 2,000
Remaining other assets 2,041 6 (143) 1,904
TOTAL ASSETS 680,036 7,146 94 (674) 686,602

a) In the first-time application of IFRS 9 for financial instruments linked to the insurance business, the financial instruments grouped under the heading "Assets under the insurance business" on the asset side of the balance sheet that were recorded pursuant to the classification and measurement accounting policies of IAS 39 were reclassified to each of the IFRS 9 headings provided for, along with the other financial instruments of the banking business (and others) that did not apply this deferral. In particular, the balances corresponding to available-for-sale financial assets linked to the insurance business have been reclassified to "Financial assets at fair value through other comprehensive income" or "Financial assets at amortised cost", while the value of the interest rate swaps previously reported jointly with the fixed-income instruments, have been reclassified to "Hedging derivatives" on the assets or liabilities side, where applicable.

b) The balances classified under "Liabilities under the insurance business" have been reclassified to "Reinsurance contract assets", based on the nature of those liabilities.

c) The valuation adjustment reflects the impact of the reversal of fair value adjustments of instruments reclassified to "Financial assets at amortised cost".

d) Certain intangible assets linked to the insurance business and recognised in business combinations prior to the entry into force of IFRS 17, which according to this standard are not eligible for capitalisation after being implicitly included in the contractual service margin (CSM) recognised on transition to IFRS 17, have been de-recognised. To this end, the final allocation of the first consolidation difference recognised in the Bankia Vida business combination (with the corresponding tax effect) has been taken into account.

e) Fiscal effect of the indicated valuation adjustments.

Balance sheet reconciliation at 01-01-2022 Liabilities

(Millions of euros)

Balance
sheet at
31-12-2021
Reclassif. of
fin. instrum.
according to
their nature
IFRS 9 (a)
Other
reclassifications
according to
IFRS 17 (b)
Valuation
adjustments
Balance sheet
at 01-01-2022
Financial liabilities designated at fair value
through profit or loss
3,766 3,766
Deposits 3,766 3,766
Customers 3,766 3,766
Financial liabilities at amortised cost 547,025 269 547,294
Deposits 486,529 269 486,798
Customers 392,479 269 392,748
Other financial liabilities 6,812 6,812
Derivatives - Hedge accounting 960 7,146 8,106
Liabilities under the insurance business 79,834 c (4,035) (75,799)
Insurance contract liabilities c 75,384 75,384
Provisions 6,535 (33) 6,502
Other long-term employee benefits 3,452 (33) 3,419
Tax liabilities 2,337 d 94 (56) 2,375
Current tax liabilities 189 1 190
Deferred tax liabilities 2,148 94 (57) 2,185
Other liabilities 2,115 62 2,177
TOTAL LIABILITIES 644,611 7,146 94 (442) 651,409

a) In the first-time application of IFRS 9 for financial instruments linked to the insurance business, the financial instruments grouped under the heading "Assets under the insurance business" on the asset side of the balance sheet that were recorded pursuant to the classification and measurement accounting policies of IAS 39 were reclassified to each of the IFRS 9 headings provided for, along with the other financial instruments of the banking business (and others) that did not apply this deferral. In particular, the balances corresponding to available-for-sale financial assets linked to the insurance business have been reclassified to "Financial assets at fair value through other comprehensive income" or "Financial assets at amortised cost", while the value of the interest rate swaps previously reported jointly with the fixed-income instruments, have been reclassified to "Hedging derivatives" on the assets or liabilities side, where applicable.

b) Reclassifications of the heading "Liabilities under the insurance business" corresponding to specific products of BPI Vida e Pensões that do not include a significant transfer of insurance risks and, therefore, are classified and measured under the scope of IFRS 9 (see Note 2).

c) The balances classified under "Liabilities under the insurance business" have been reclassified to "Insurance contract liabilities" or "Reinsurance contract assets", based on the nature of those liabilities and pursuant to IFRS 17, thus, they include the measurement of the contractual service margin (CSM) amounting to EUR 2,962 million and the risk adjustment for non-financial risk amounting to EUR 571 million.

d) Fiscal effect of the indicated valuation adjustments.

Balance sheet reconciliation at 01-01-2022

Equity

(Millions of euros)

Balance
sheet at
31-12-2021
Valuation
adjustments
(b)
Balance
sheet at
01-01-2022
SHAREHOLDERS' EQUITY 37,013 a (715) 36,298
Other reserves (1,343) (689) (2,032)
Profit/(loss) for the period attributable to owners of the parent 5,226 (26) 5,200
ACCUMULATED OTHER COMPREHENSIVE INCOME (1,619) 483 (1,136)
Items that will not be reclassified to profit or loss (1,896) (1,896)
Items that may be reclassified to profit or loss 277 a 483 760
Foreign currency exchange 5 (1) 4
Hedging derivatives. Reserve of cash flow hedges [effective portion] (94) (94)
Fair value changes of debt securities measured at fair value with changes in other
comprehensive income
337 7,617 7,954
Finance expenses from insurance contracts issued (7,133) (7,133)
Share of other recognised income and expense of investments in joint ventures and
associates
29 29
MINORITY INTERESTS (non-controlling interests) 31 31
TOTAL EQUITY 35,425 (232) 35,193

a) Impact on equity of EUR -232 million net of tax, broken down as follows:

– Impact on "Other reserves" of EUR -689 million primarily as a result of the difference between existing insurance provisions under IFRS 4 as at 1 January 2022 and the remeasurement of insurance contract liabilities under IFRS 17, together with the derecognition of intangible assets from business combinations prior to 1 January 2022.

– EUR 483 million impact on "Accumulated other comprehensive income" due to the elimination of the shadow accounting figure and the difference in OCI from financial investments and the OCI from liabilities (difference between the locked-in rate, used on the transition date, and the current rate on said date).

b) The net valuation adjustment corresponding to the transition date for IFRS 9 for the insurance business amounts to EUR -2 million, which primarily corresponds to the recognition of the expected loss for portfolios at amortised cost and the reversal of the fair value measurement of certain portfolios not affected by insurance contracts reclassified from "Financial assets at fair value through other comprehensive income", as well as the related tax effects. The remaining impact relates to IFRS 17.

1.5 SEASONALITY OF OPERATIONS

The most significant operations carried out by the Group do not have a relevant cyclical or seasonal nature within a single financial year.

1.6. OWNERSHIP INTERESTS IN CREDIT INSTITUTIONS

At year-end, the Group held no direct ownership interest equal to or greater than 5% of the capital or voting rights in any credit institution other than the investments and subsidiaries and associates listed in Appendices 1 and 3.

1.7. RESERVE RATIO

In this year, the Entity complied with the minimum reserve ratio required by applicable regulations.

1.8. SIGNIFICANT OPERATIONS

There were no significant transactions in the year other than those described in the other notes to the financial statements.

1.9. EVENTS AFTER THE REPORTING PERIOD

The operations —in addition to those stated in the rest of the notes— that have taken place between the close and the formulation thereof are set out below.

Debt securities issued

Issue and buyback of preference shares

On 16 January 2024, CaixaBank issued EUR 750 million in preference shares convertible into newly-issued shares that qualify as Additional Tier 1 (AT1) capital. The remuneration, which is discretionary and subject to certain conditions, was set at 7.5% per annum, payable quarterly. The preference shares are perpetual. However, they may be redeemed in certain circumstances at the option of CaixaBank as of 16 January 2030.

The issue was combined with a simultaneous repurchase exercise of the EUR 1,000 million preference shares issued on 13 June 2017, resulting in a repurchased nominal amount of EUR 605 million being amortised, without a significant impact on the results.

Issuance of senior non-preferred debt

On 9 February 2024, CaixaBank issued EUR 1,250 million in senior non-preferred debt in green format with a maturity of 8 years and a fixed annual interest rate of 4.125%.

Cancellation of Royal Decree-Law 3/2016

On 18 January 2024, the Constitutional Court issued a ruling repealing certain tax measures of Royal Decree-Law 3/2016 and limiting their effects to the past. The Group has conducted an initial assessment of the ruling in past years as well as in 2023. Accordingly, no significant impacts are expected for the CaixaBank Group.

2. MATERIAL ACCOUNTING POLICIES

The Group has been applying the Disclosure of Accounting Policies (Amendments to IAS1 and IFRS Practice Statement No. 2) since 1 January 2023. These amendments require the disclosure of "material" rather than "significant" accounting policies. While these amendments have not resulted in any changes to the accounting policies, they have had an impact on the disclosure of accounting policies in certain cases (see Note 1.2).

2.1 BASIS OF CONSOLIDATION

In addition to data relating to the parent company, the consolidated financial statements contain information on subsidiaries, joint ventures and associates. The procedure for integrating the assets and liabilities of these companies depends on the type of control or influence exercised.

Where the Group creates or holds ownership interests in entities to provide customers access to investments or transfer certain risks to third parties, it analyses whether it has control over the investee and, therefore, whether it should or should not be consolidated.

  • With regard to securisation funds, the Group is highly exposed to variable returns and has decisionmaking power over the entity, directly or through an agent. Information on these funds, the financial support given to the vehicles and the reason are detailed in Nota 28.2, and they are considered as consolidatable structured entities.
  • At year-end, there were no agreements to provide additional financial support to other types of consolidated structured entities than those described, and the Group did not have any significant interests in or provide financial support to unconsolidated structured entities.

Regarding non-monetary contributions to jointly controlled entities, the IASB recognised a conflict in standard between IAS 27, under which on the loss of control, any investment retained is measured at fair value and the full gain or loss on the transaction is recognised in the statement of profit or loss, and paragraph 48 of IAS 31 and the interpretation SIC 13, which, for transactions under their scope, restrict gains and losses to the extent of the interest attributable to the other equity holders of the jointly controlled entity. The Group has elected to apply, in a consistent manner, the provisions of IAS 27 to transactions under the scope of these standards.

When the Group first consolidates an equity-accounted investee, it analyses any differences at the acquisition date between (i) the fair value of the consideration transferred and (ii) the net amount of the identifiable assets acquired and liabilities assumed measured at fair value. The amortisation of intangible assets with a finite useful life identified as a result of a Purchase Price Allocation (PPA) is recognised with a charge to "Share of profit/(loss) of entities accounted for using the equity method" in the statement of profit or loss.

Appendice 1, 2 and 3 to these notes to the consolidated financial statements provide relevant information on subsidiaries, associates and joint ventures. The above information is based on the most recent actual or estimated data available at the time of preparation of these Notes. The Group has not used financial statements of entities for which the equity method is applied that relate to a date different from that of the Group's parent company.

2.2 FINANCIAL INSTRUMENTS

Classification of the financial assets

The criteria established by the regulatory framework for accounting for classifying financial instruments is set out below:

Contractual cash flows Business model Classification of financial assets (FA)
Payments, solely principal and
interest on the amount of
In order to receive contractual cash flows. FA at amortised cost.
principal pending at specified
dates (SPPI test)
In order to receive contractual cash flows and
sale.
FA at fair value with changes in other
comprehensive income.
Derivative instruments designated as accounting
hedging instruments.
Derivatives - Hedge accounting.
They originate from or are acquired with the aim
of realising them in the short term.
Others - No SPPI test They are part of a group of financial instruments
identified and managed together, for which there
is evidence of a recent pattern of short-term
profit-taking.
FA at fair
value through
profit or loss.
FA held for trading.
They are derivative instruments that do not meet
the definition of a financial guarantee contract
and have not been designated as accounting
hedging instruments.
Others. FA not designated for trading
compulsorily measured at fair
value through profit or loss.

Investments in equity instruments are an exception to the aforementioned general assessment criteria. In general, the Group irrevocably exercises the option in the initial recognition by including —in the portfolio of financial assets at fair value with changes in other comprehensive income— investments in equity instruments that are not classified as held for trading and that, in the event of not exercising this option, would be classified as financial assets compulsorily measured at fair value through profit or loss.

With respect to the evaluation of the business model, this does not depend on the intentions for an individual instrument, but rather the determination is made for a set of instruments, taking into account the frequency, amount and calendar of sales in previous financial years, the reasons for said sales and expectations of future sales. The infrequent or insignificant sales, those near to the maturity of the asset and driven by increased credit risk of the financial assets or to manage the concentration risk, among others, can be compatible with the model of holding assets to receive contractual cash flows.

It is important to underline that the sale of financial assets held in the amortised cost portfolio as a result of the Group's change of view arising from the impact of COVID-19 is not considered for the purpose of assessing the validity of the business model under IFRS 9. These sales were correctly classified at the time the business model was assessed without the COVID-19-induced global crisis being a reasonably possible scenario at that time. If the sales were completed during the crisis based on the exceptions foreseen in the regulatory framework, we consider that in any case these would also be consistent with a business model of maintaining financial assets to obtain contractual cash flows, as the existing conditions at the time and the reasons that gave rise to the need to sell classified assets in the amortised cost portfolio were obviously extraordinary and transitory in nature and could be framed within an identifiable time frame.

More specifically, the fact that the Group expects to make regular sales, focusing on loans (or similar financial assets) that have experienced a drop in credit risk levels, is not inconsistent with how those loans are classified

under a business model that holds financial assets to receive contractual cash flows. These sales are not counted for the purpose of determining the frequency of sales and their materiality will, therefore, remain separate from the tracking ratios.

As regards the assessment in relation to whether the cash flows of an instrument solely represent payments of principal and interest, the Group carries out a series of judgements when assessing such compliance (SPPI test), the following being the most significant:

  • Modified time value of money: in order to assess whether the interest rate of a particular operation incorporates some consideration other than that linked to the passage of time, the Group considers factors such as the currency in which the financial asset is denominated and the term for which the interest rate is established. In particular, the Group performs a regular analysis for operations that present a difference between the holding period and the review frequency, whereby they are compared with another instrument that does not present such differences within a tolerance threshold.
  • Exposure to risks inconsistent with a basic lending arrangement: an assessment is conducted on whether the contractual features of financial assets introduce exposure to risks or volatility in the contractual cash flows unrelated to a basic lending arrangement, such as exposure to changes in equity or commodity prices, in which case they would not be considered to pass the SPPI test.
  • Clauses that amend the schedule or amounts of cash flows: the Group considers the existence of contractual conditions in virtue of which the timing or amount of the contractual flows of the financial asset can be modified. This applies to: i) assets whose contractual conditions allow for the total or partial early amortisation of the principal: ii) assets whose contracts allow for their duration to be extended, or iii) assets for which interest payments may vary according to a non-financial variable specified in the agreement. In these instances, the Entity evaluates whether the contractual cash flows that the instrument may generate over its life due to this contractual condition are solely payments of principal and interest on the principal amount outstanding and may include a reasonable additional compensation in the event of an early termination of the contract.
  • Leverage: financial assets with leverage, i.e. those in which the variability of the contractual flows increases such that they do not have the economic characteristics of interest, cannot be considered financial assets that pass the SPPI test (e.g. derivative instruments such as simple option contracts).
  • Subordination and loss of the right to receive payment: the Group evaluates any contractual clauses that may result in a loss of rights to receive payment of principal and interest on the principal amount outstanding.
  • Currency: in analysing whether the contractual cash flows are solely payments of principal and interest on the principal amount outstanding, the Group takes into consideration the currency in which the financial asset is denominated in order to assess the characteristics of the contractual flows, for instance by assessing the component corresponding to the time value of money based on the benchmark used for setting the financial asset's interest rate.
  • Contractually linked instruments: with respect to the positions in contractually linked instruments, it conducts a look-through analysis, which considers the cash flows resulting from this type of asset as consisting solely of payments of principal and interest on the principal amount outstanding if:
    • the contractual terms of the tranche being assessed for classification (without looking through the underlying pool of financial instruments) give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding (e.g. the interest rate of the tranche not linked to a commodity index);
    • the underlying pool of financial instruments comprises one or more instruments with contractual cash flows that are solely payments of principal and interest on the principal amount outstanding; and
    • the exposure to the credit risk inherent in the tranche is equal to or lower than the exposure to the credit risk of the underlying pool of financial instruments (for example, the credit rating of the tranche being assessed for classification is equal to or higher than the credit rating that would apply to a single tranche comprising the underlying pool of financial instruments). Therefore, if the rating of the tranche is equal to or greater than that of the vehicle, this condition will be considered to have been met.

The underlying group of instruments referred to in the previous section could also include instruments that reduce the variability of the flows of that group of instruments such that, when they are combined with these instruments, they generate flows that are solely payments of principal and interest on the principal amount outstanding (e.g. an interest rate ceiling or floor option or a contract that reduces the credit risk associated with the instruments). It could also include instruments that allow the flows from the tranches to be aligned with the flows from the group of underlying instruments in order to settle exclusively the differences in the interest rate, the currency in which the flows are denominated (including inflation) and the timing of cash flows.

■ Assets without personal liability (non-recourse): the fact that a particular financial asset does not have any personal liability associated with it does not necessarily mean it must be considered a Non-SPPI financial asset. In these situations, the Group assesses the underlying assets or cash flows to determine whether they consist solely of payments of principal and interest on the principal amount outstanding, regardless of the nature of the underlying assets in question.

In particular, in the case of financing operations for projects that are repaid exclusively with the incomes from the projects being financed, the Group analyses whether the cash flows that are contractually determined to be principal and interest payments do indeed represent the payment of principal and interest on the principal amount outstanding.

■ Negative compensation (symmetrical clauses): certain instruments incorporate a contractual clause whereby, if the principal amount outstanding is either fully or partially repaid early, the party that chooses to end the contract early —whether it is the debtor or the creditor— is able to receive fair additional compensation despite being the party choosing to end the contract early. This is the case, for instance, of so-called symmetrical clauses found in certain fixed-rate financing instruments. These clauses stipulate that when the creditor executes the option to make a repayment in advance, there must be compensation for the early termination of the contract, and this compensation will be in either the debtor's or the creditor's favour depending on how interest rates have fluctuated between the initial grant date and the date on which the contract is terminated early.

The fact that a financial instrument incorporates this contract term, known as negative compensation, does not necessarily mean that the instrument in question must be considered Non-SPPI. A financial instrument that would otherwise have met the conditions to be considered SPPI-compliant, had it not been for the incorporation of fair additional compensation for the early termination of the contract (to be either received or paid by the party that decides to terminate the contract early), will be eligible to be measured at amortised cost or at fair value with changes in another comprehensive income, as determined by the business model.

In cases where a characteristic of a financial asset is not congruous with a basic loan agreement, i.e. the asset has characteristics that give rise to contractual flows other than payments of principal and interest on the principal amount outstanding (e.g. financial assets in which an ESG characteristic is embedded), the Group will assess the materiality and probability of occurrence in order to determine whether this characteristic or element should be taken into consideration when evaluating the SPPI test.

With respect to the materiality of a characteristic of a financial asset, the assessment performed by the Group involves estimating the impact it could have on the contractual flows. This is determined by considering the possible effect of the nature of the contractual undiscounted cash flows in each reporting period and the cumulative effect over the life of the financial instrument. The impact of an element is considered to be insignificant and, therefore, not accounted for in the assessment of the SPPI test when it results in a change in expected cash flows of less than 5%.

If the characteristic of an instrument could have a significant impact on the contractual flows but that characteristic affects the contractual flows of the instrument solely if an event occurs that is considered to be extremely exceptional, highly anomalous and highly unlikely, the Group will not take that characteristic or element into consideration when assessing whether the contractual cash flows from the instrument are solely payments of principal and interest on the principal amount outstanding.

Classification of the financial liabilities

Financial liabilities are classified under: "Financial liabilities held for trading", "Financial liabilities designated at fair value through profit or loss" and "Financial liabilities measured at amortised cost", unless they must be presented under "Liabilities included in disposal groups classified as held for sale" or relate to "Fair value changes of the hedged items in portfolio hedge of interest rate risk" or "Derivatives - Hedge accounting", which are presented separately.

Particularly, the portfolio "Financial liabilities at amortised cost": includes financial liabilities not classified as financial liabilities held for trading or as other financial liabilities at fair value through profit or loss. The balances recognised in this category, irrespective of the substances of the contractual arrangement and maturity of such liabilities, arise from the ordinary capture activities of credit institutions.

Initial recognition and measurement

Upon initial recognition, all financial instruments are recognised at fair value. For the financial instruments that are not registered at fair value through profit or loss, the fair value amount is adjusted, adding or deducting transaction costs directly attributable to the acquisition or issuance thereof. In the case of financial instruments at fair value through profit or loss, the directly attributable transaction costs are immediately recognised in the statement of profit or loss.

The transaction costs are defined as expenses directly attributable to the acquisition or drawdown of a financial asset, or to the issuance or assumption of a financial liability, which would not have been incurred if the Group had not made the transaction. These include fees paid to intermediaries (such as prescribers); mortgage arrangement expenses borne by the Group and part of the personnel expenses in the Risk Acceptance Centres. Under no circumstances are the internal administrative costs or those deriving from prior research and analysis considered transaction costs.

The Group uses analytical accounting tools to identify direct and incremental transaction costs of asset operations. These costs are included in determining the effective interest rate, which is reduced for financial assets, thus, the costs are accrued throughout the duration of the transaction.

Subsequent measurement of the financial assets

After its initial recognition, the Group measures the financial asset at amortised cost, at fair value with changes recognised in other comprehensive income, or at fair value with changes recognised in profit or loss.

The receivables for trading operations that do not have a significant financing component and the commercial loans and short-term debt instruments that are initially measured by the price of the transaction or its principal, respectively, continue to be measured by said amount less the correction of value due to estimated allowances for impairment as described in Note 2.7.

With regard to the conventional purchases and sales of fixed income and equity instruments, these are generally recorded at the settlement date.

Income and expenses of the financial assets and liabilities

The income and expenses of financial instruments are recognised according to the following criteria:

The effective interest rate is the rate that discounts future cash payments or charges estimated during the expected life of the financial asset or liability with respect to the gross carrying amount of a financial asset or the amortised cost of a financial liability. To calculate the effective interest rate, the Group estimates the expected cash flows, taking into account all the contractual terms of the financial instrument, but without considering expected credit loss. The calculation includes all fee and commission income and interest basis points, paid or received by the parties of the agreement, which make up the effective interest rate, transaction costs and any other premium or discount. In cases where the cash flows or remaining life of a financial instrument cannot be estimated reliably (e.g. advance payments), the Group uses the contractual cash flows throughout the full contractual period of the financial instrument.

In the case of financial instruments with variable remuneration and contingent upon the fulfilment of certain future events, other than loans originated and deposits and issues made, the accounting criteria applied by the Group if there is a subsequent change in the estimate of the remuneration arising from a change in the

expectation as to the fulfilment of the future contingency is based on a recalculation of the amortised cost of the operation and recording the effect of such restatement in the income statement.

In the particular case of the third series of targeted longer-term refinancing operations (known as 'TLTRO III' — see Note 3.4.4), the Group considers that each of the operations falls under the scope of the IFRS 9 Financial Instruments, given that they are operations whose interest rate is not significantly below the market rate. Here, in its initial recognition, the Group considers whether the terms of each operation, in relation to market prices for other loans with similar guarantees available to the Group, and the rates of bonds and other relevant instruments of the money market, are close to market terms or whether they are significantly off market.

For TLTRO III, an interest rate accrues from November 2022 that is directly linked to the benchmark interest rate used to determine the interest for each of these series. Each future change in the ECB's benchmark interest rate will result in a new remuneration to accrue for each of the operations until maturity or early repayment.

Reclassifications between financial instrument portfolios

According to the provisions set out in IFRS 9, only in the event the Group decides to change its financial asset management business model, would all the affected financial assets be reclassified. This reclassification would be carried out prospectively from the date of the reclassification. In accordance with the IFRS 9 approach, in general, changes in the business model occur very infrequently. Financial liabilities cannot be reclassified between portfolios.

2.3 ACCOUNTING HEDGES

The Group uses financial derivatives as a financial risk management tool, mainly interest rate risk in the banking book (see Note 3.4.3). When these transactions meet certain requirements, they qualify for hedge accounting.

When a transaction is designated as a hedge, this is done at inception of the transaction or of the instruments included in the hedge and a technical note of the transaction is documented in accordance with the regulations in force, which includes verification of effectiveness requirements. The hedge accounting documentation duly identifies the hedging instrument or instruments, and the hedged item or forecast transaction, the nature of the risk to be hedged and the way in which the Group assesses whether the hedging relationship meets the requirements of hedging effectiveness (together with the analysis of the causes of failed protection and the way in which the coverage ratio is determined).

Fair value hedges

Fair value hedges hedge the exposure to changes in fair value of financial assets and liabilities or unrecognised firm commitments, or an identified portion of such assets, liabilities or firm commitments, that is attributable to a particular risk and could affect the statement of profit or loss.

In fair value hedges, the gains or losses on the hedging instrument or on the hedged item for the portion attributable to the hedged risk are recognised in an asymmetrical way according to whether the hedged element is a debt instrument or an equity instrument:

  • Debt instruments: In fair value hedges, the gains or losses on the hedging instrument or on the hedged item for the portion attributable to the hedged risk are recognised in the statement of profit or loss, in the "Gains/(losses) from hedge accounting, net" section. Particularly, in fair value macro-hedges, gains or losses arising on the hedged items are balanced in "Assets – Fair value changes of the hedged items in portfolio hedge of interest rate risk" or "Liabilities – Fair value changes of the hedged items in portfolio hedge of interest rate risk" depending on the substance of the hedged item, rather than in the items under which the hedged items are recognised.
  • Equity instruments: the gains or losses on the hedging instrument or on the hedged item for the portion attributable to the hedged risk are recognised in the section "Accumulated other comprehensive income – Items that will not be reclassified to profit or loss – Failed fair value hedges of equity instruments measured at fair value with changes in other comprehensive income" of the balance sheet.

When hedging derivatives no longer meet the requirements for hedging accounting, they are reclassified as trading derivatives. The amount of the previously registered adjustments to the hedged item is attributed as follows:

  • Debt instruments: they are recognised in the heading "Gains/(losses) from hedge accounting, net" of the statement of profit or loss using the effective interest rate method at the date hedge accounting is discontinued.
  • Equity instruments: are reclassified to reserves under the heading "Accumulated other comprehensive income – Elements that will not be reclassified to profit or loss – Failed fair value hedges of equity instruments measured at fair value with changes in other comprehensive income" of the balance sheet.

In addition, the Group carries out fair value micro-hedges of a net position to neutralise the impact on economic value caused by changes in interest rates on the net position of the liabilities associated with the commitments with policyholders (specifically the BEL associated with each of the identified risk groups) and the portfolios of financial assets contracted to meet these commitments. Accordingly, in this type of hedging, the hedged item corresponds to the changes in the fair value of the net position caused by the effect of interest rate risk, and the hedging item corresponds to a derivative (which is usually a swap that transforms the fixed rate of the investment portfolio into a fixed rate that matches the payment schedule of the liability for insurance commitments). This ensures that the market value of the investments assigned to the insurance operation is equal to or greater than the present value of the flows corresponding to the obligations arising from the insurance contracts and that the sensitivity of the present values of assets and liabilities to changes in interest rates is equivalent. Therefore, by applying hedge accounting, the entry generated by the change in fair value due to the effect of the interest rate risk of the net position, which in this particular case is recognised under OCI, will be recycled to the profit and loss account and will therefore offset the entry generated under ROF for the changes in fair value due to interest rate risk experienced by the hedging derivative.

Cash flow hedges

Cash flow hedges hedge exposure to variability in cash flows that is attributable to a particular risk associated with a recognised financial asset or liability or with a highly probable forecast transaction and could affect the statement of profit or loss.

The amount adjusted on the hedging item is recognised in "Accumulated other comprehensive income – Items that may be reclassified to profit or loss – Hedging derivatives. Reserve of cash flow hedges [effective portion]" where they will remain until the forecast transaction occurs, at which point it will be recognised in "Gains/(losses) from hedge accounting, net" of the income statement, in symmetry with the forecast cash flow. However, if it is expected that the transaction will not be carried out, in, it will be recognised immediately in the statement of profit or loss. The hedged items are recognised using the methods described in Note 2.3, without any changes for their consideration as hedged instruments.

2.4 OFFSETTING FINANCIAL ASSETS AND LIABILITIES

The following is a breakdown of financial assets and liabilities that have been offset in the consolidated balance sheet:

Offsetting of assets and liabilities

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021
Gross
amount
recorded
(A)
Offset
amount
(B)
Net
amount
in
balance
sheet
(C=A-B)
Gross
amount
recorded
(A)
Offset
amount
(B)
Net
amount
in
balance
sheet
(C=A-B)
Gross
amount
recorded
(A)
Offset
amount
(B)
Net
amount
in
balance
sheet
(C=A-B)
ASSETS
FA held for trading -
derivatives
23,237 16,893 6,344 26,877 19,914 6,963 18,877 8,558 10,319
FA at amortised cost -
Loans and advances
367,512 11,248 356,265 380,267 15,036 365,231 368,419 16,026 352,393
Of which: Collateral 5,826 5,826 6,070 6,070 1,592 1,592
Of which: Reverse
repurchase
5,236 5,236 8,940 8,940 14,434 14,434
Of which: Tax lease
transaction
185 185 26 26
Derivatives - Hedge
accounting
3,459 2,253 1,206 3,777 2,315 1,462 3,656 2,618 1,038
LIABILITIES
FL held for trading 22,969 20,780 2,189 26,642 22,671 3,971 17,419 12,581 4,838
FL at amortised cost 486,299 5,849 480,450 492,495 9,448 483,047 561,290 14,265 547,025
Of which: Other
financial liabilities
428 428 482 482 (169) (169)
Of which: Repurchase
agreement
5,236 5,236 8,940 8,940 14,434 14,434
Of which: Tax lease
transaction
185 185 26 26
Derivatives - Hedge
accounting
11,439 3,762 7,677 12,987 5,218 7,769 2,104 1,144 960

FA: Financial assets; FL: Financial liabilities

(*) Collateral exchange operations implemented through repos, whereby separate cancellation is not permitted. They are generally carried out at 12 months.

2.5 DERECOGNITION OF FINANCIAL INSTRUMENTS

All or part of a financial asset is derecognised when the contractual rights to the cash flows from the financial asset expire or when the entity transfers the asset to an unrelated third party.

The accounting treatment of transfers of financial assets depends on the extent to which the risks and rewards associated with ownership of the transferred assets are transferred to third parties:

  • If all the risks and rewards of ownership of the transferred asset are substantially transferred (such as in the case of, among others: unconditional sales, a sale with an option to repurchase the financial asset at its fair value at the time of repurchase, a sale of a financial asset together with a put or call option that is deep out of the money, or asset securitisations in which the transferor does not retain any subordinated loans and does not provide any type of credit enhancement to the new owners), it is derecognised, and any rights or obligations retained or arising as a result of the transfer are simultaneously recognised.
  • If the risks and rewards of ownership of the transferred financial asset are substantially retained (such as in the case of, among others: sale and repurchase transactions where the repurchase price is a fixed price or the sale price plus a lender's return, a securities lending agreement under which the borrower has the obligation to return the securities or similar), it is not derecognised and continues to be measured by the same criteria used before the transfer and the following are recognised:

    • A financial liability equal to the consideration received, which is subsequently measured at amortised cost, unless it meets the requirements to be classified under other liabilities at fair value through profit or loss; and
    • The income generated on the transferred (but not derecognised) financial asset and the expenses of the new financial liability, without offsetting.
  • If substantially all the risks and rewards of ownership of the transferred financial asset are neither transferred nor retained (such as in the case of, among others, a sale of a financial asset together with a put or call option that is neither deep-in-the-money nor deep-out-of-the-money, securitisations in which the transferor assumes a subordinated loan or other type of credit enhancement for part of the transferred asset), the following distinction is made:

    • If the transferor does not retain control over the financial asset transferred, it is derecognised and any right or obligation retained or arising from the transfer is recognised; or
    • If the transferor retains control over the financial asset transferred, it continues to recognise the asset for an amount equal to its exposure to changes in value of the asset, recognising a liability associated with the financial asset transferred. The net amount of the transferred asset and the associated liability shall be the amortised cost of the rights and obligations retained, if the asset is measured at amortised cost, or at fair value of the rights and obligations retained, if the transferred asset is measured at fair value.

According to the terms of the transfer agreements in place, virtually the entire portfolio of loans and receivables securitised by the Group does not need to be written off the balance sheet.

Financial liabilities shall equally be derecognised when the obligation specified in the contract is discharged or cancelled or expires.

2.6 FINANCIAL GUARANTEES

Financial guarantees given

Financial guarantees are defined as contracts whereby the issuer thereof undertakes to make specific payments to reimburse the creditor for the loss incurred when a specific debtor fails to meet its payment obligations, irrespective of the legal form of the obligation, such as deposits (including those to participate in auctions and tenders), financial and technical guarantees, irrevocable documentary credits, insurance contracts or credit derivatives.

Financial deposits comprise all manner of deposits that directly or indirectly guarantee debt securities such as loans, credit facilities, finance leases and deferred payment arrangements for all types of debt.

All these operations are recognised under the memorandum item "Guarantees given" in the balance sheet.

Financial guarantee and guarantee contract portfolios, regardless of the guarantor, instrumentation or other circumstances, are reviewed periodically so as to determine the credit risk to which they are exposed and, if appropriate, estimate any provision required. This process applies similar criteria to those established for quantifying impairment losses on debt securities measured at amortised cost, as set out in Note 2.7 below, except in the case of technical guarantees, where the criteria set out in Note 2.17 are applied.

Provisions set aside for this type of arrangement are recognised under "Provisions – Commitments and guarantees given" on the liability side of the balance sheet, and under "Provisions – Other provisions"; as regards the latter, if the financial guarantees given are classified as written-off operations pending execution by third parties. Additions to and reversals of provisions are recognised in "Provisions or reversal of provisions" in the statement of profit or loss.

Should it become necessary to establish provisions for these financial guarantees, any fees that may accrue on these transactions in future which would be recognised in "Financial liabilities at amortised cost – Other financial liabilities" are reclassified to "Provisions – Commitments and guarantees given".

Financial guarantees received

No significant guarantees or collateral were received with regard to which there is authorisation to sell or repledge without default by the owner of the guarantee or collateral, except for the collateral inherent to the Group's treasury activity (see Note 3.4.4).

2.7 IMPAIRMENT OF FINANCIAL ASSETS

The Group applies the requirements on impairment of debt instruments that are measured at amortised cost and at fair value with changes in other comprehensive income, as well as other exposures that involve credit risk, such as loan commitments given, financial guarantees given and other commitments given.

The aim of the regulatory accounting framework requirements as regards impairment is to ensure recognition of the credit losses of operations, assessed collectively or individually, considering all the reasonable and substantiated information available, including information of a prospective nature. In certain situations, when specific circumstances have not been included in the latest recalibration of the credit risk models or are highly uncertain or volatile, their estimated impact is recognised as a Post Model Adjustment (PMA) in the provisioning funds, which will be reviewed in the future on the basis of new information available and its incorporation into the credit risk models, avoiding in any case a duplicity in the quantification of these impacts.

Impairment losses on debt instruments in the period are recognised as an expense under the heading "Impairment or reversal of impairment losses on financial assets not measured at fair value through profit or loss or net profit or loss due to a change" in the statement of profit or loss. The impairment losses of debt instruments at amortised cost are recognised against a corrective account of provisions that reduces the carrying amount of the asset, whereas those of instruments at fair value with changes in other comprehensive income are recognised against accumulated other comprehensive income.

The hedges to cover impairment losses in exposures involving credit risk other than debt instruments are recorded as a provision under the heading "Provisions – Commitments and guarantees given" on the liabilities side of the balance sheet. Additions to and reversals of these hedges are recognised charged under the heading "Provisions or reversal of provisions" in the statement of profit or loss.

For the purpose of recording the hedging for impairment losses of debt instruments, the following definitions must be taken into account in advance:

■ Credit losses: these correspond to the difference between all the contractual cash flows owed to the Group in accordance with the financial asset's contract and all the cash flows that it is due to receive (i.e. all the insufficiency of cash flows), discounted at the original effective interest rate or, for financial assets that were purchased with or that originated with credit impairment, discounted at the effective interest rate adjusted to reflect credit quality, or the interest rate on the date referred to in the financial statements in the case of a variable rate.

In the case of the loan commitments given, the contractual cash flows that would be owed to the Group in the event the loan commitment were drawn down are compared to the cash flows that it would expect to receive if the commitment were drawn down. In the case of financial guarantees given, the payments that the Group expects to receive are taken into account, less the cash flows that are expected to be received from the guaranteed holder.

The Group estimates the cash flows of the operation during its expected life taking into account all the contractual terms and conditions of the operation (such as early repayment, extension, redemption and other similar options). In extreme cases when it is not possible to reliably estimate the expected life of the operation, the Group uses the remaining contractual term of the operation, including extension options.

The cash flows taken into account include those deriving from the sale of collateral, taking into account the cash flows that would be obtained from the sale thereof, less the amount of the costs required to obtain them, maintenance and their subsequent sale, or other credit improvements that form an integral part of the contractual conditions, such as financial guarantees received. In addition, the Entity also takes into account any eventual income from the sale of financial instruments when measuring the expected loss.

If the Group's current non-performing asset reduction strategy expects loan sales and other accounts receivable whose credit risk has increased (exposure classified at Stage 3), then the Group will retain any asset affected by this strategy under the model for retaining assets to receive their contractual cash flows, thus they are measured and classified in the portfolio of "Financial assets at amortised cost", provided that their flows only include payments of principal and interest. Similarly, until they no longer intend to make sales, the corresponding credit risk provision takes into account the price to be received from a third party.

■ Expected credit losses: these are the weighted average of the credit losses, using as weighting the respective risks of default events. The following distinction will be taken into account:

  • Expected credit losses during the life of the operation: these are expected credit losses resulting from all the possible default events during the expected life of the operation.
  • Expected credit losses at twelve months: these are the part of the credit losses expected during the life of the operation corresponding to the expected credit losses resulting from any default events during the twelve months following the reference date.

The amount of the hedges to cover impairment loss is calculated according to whether there has been a significant increase in credit risk since the operation's initial recognition, and whether a default event has occurred:

Observed impairment of credit risk since its initial recognition
Credit risk Normal risk Normal risk in
special surveillance
Non-performing risk Write-off risk
category Stage 1 Stage 2 Stage 3
Classification and
transfer criteria
Operations whose
credit risk has not
significantly increased
since their initial
recognition.
Operations whose credit
risk has significantly
increased (SICR), but
they do not have any
default events.
Operations with credit
impairment
Default event: with
amounts past due of
over 90
੍ਰਤਮੁੱਟ.
Operations without
reasonable
expectations of
recovery.
Calculation of the
impairment
hedge
Expected credit losses at
twelve months
Expected credit losses during the life of the operation. The recognition in results of
losses for the carrying
amount of the operation
and the total derecognition
of the asset.
Interest
calculation and
recognition
the gross carrying amount of the operation. It is calculated by applying the effective interest rate to It is calculated by
applying the effective
interest rate at
amortised cost
(adjusted to reflect any
impairment value
correction).
They are not recognised
in the income statement.
Included
financial instruments.
operations
Operations included in
sustainability
agreements that have
not completed the trial
period.
Operations carried out
Non-performing due
to borrower arrears:
Operations with
amounts past due of
over 90 days.
Operations where all
holders are classified as
non-performing
(personal risk criteria).
Operations with remote
recovery possibility.
Partial write-offs without
the extinction of the
rights (partial write-off).
by insolvent borrowers
that should not be
classified as non-
performing or write-off.
Non-performing
operations due to
arrears of more than 4
Initial recognition of the Refinanced or
restructured operations
that should not be
classified as non-
performing and are still
in a trial period (unless
there is refutable proof
to classify them in stage
の 関連項目
Non-performing for
reasons other than
borrower arrears:
> Operations that pose
reasonable doubts
regarding full
repayment.
> Operations with legally
demanded balances.
> Operations in which
the collateral
years, when the amount
not hedged by effective
guarantees has been
maintained with 100%
credit risk hedge for
more than 2 years
(unless they have
effective collateral to
hedge at least 10% of
the gross amount).
Operations with
amounts past due of
over 30 days.
execution process has
been initiated.
> Operations and
guarantees of the
holders in insolvency
Operations with all the
holders in insolvency
proceedings in the
liquidation phase (unless
they have effective
collaterals that cover
at least 10%
of the gross amount)
Operations which can
be identified as having
registered a significant
increase in credit risk
on the basis of market
indicators/triggers.
proceedings with no
liquidation petition.
> Refinanced operations
classifiable as non-
performing.

The Group classifies as "write-offs" the debt instruments, whether due or not, for which after analysing them individually, it considers the possibility of recovery to be remote and proceeds to derecognise them, without prejudice to any actions that may be initiated to seek collection until their contractual rights are extinguished definitively by expiry of the statute-of-limitations period, forgiveness or any other cause.

This category of write-offs includes, at least, i) non-performing operations due to customer arrears older than four years, or, before the end of the four-year period when the amount not secured by effective guarantees is fully covered for more than two years, and ii) operations made by borrowers declared to be insolvent which have entered or will enter the liquidation phase. In both cases, the operations are not considered to be write-offs if they have effective collateral that covers at least 10% of its gross carrying amount.

However, in order to reclassify transactions to this category before these terms expire, the Group must demonstrate the remote likelihood of recovering the corresponding balances.

Based on the Group's experience of recoveries, it deems the recovery of the remaining balance of mortgage operations remote when there is no additional collateral once the good has been recovered, and therefore, the aforementioned remainder is classified as a write-off.

Furthermore, the Group considers assets acquired with a significant discount reflecting credit losses incurred at the time of the transaction to be POCIs (Purchased or Originated Credit Impaired). Given that the discount reflects the losses incurred, no separate provision for credit risk is recorded in the initial recognition of the POCIs. Subsequently, changes in the expected losses in the life of the operation are recognised from their initial recording as a credit risk provision of the POCIs. The interest income of these assets is be calculated by applying the effective interest rate adjusted to reflect credit quality at the amortised cost of the financial asset, although this effect is not significant at the initial recognition date.

When the contractual cash flows of a financial asset are modified or the financial asset is replaced with another, and the modification or exchange does not cause it to be derecognised from the balance sheet, the Group recalculates the gross carrying amount of the financial asset, taking into account the modified flows and the effective interest rate applicable before the modification, and recognises any difference that emerges as a loss or gain due to a change in the profit or loss of the period. The amount of the directly attributable transaction costs raises the carrying amount of the modified financial asset and it will be amortised during the remainder of its life, which will require the company to recalculate the effective interest rate.

2.8 REFINANCING OR RESTRUCTURING OPERATIONS

According to the provisions of the regulation, these relate to operations in which the customer has, or will foreseeably have, financial difficulty in meeting its payment obligations under the contractually agreed terms and, therefore, has amended the agreement, cancelled the agreement and/or arranged a new operation.

These operations may derive from:

  • A new transaction (refinancing operation) granted that fully or partially cancels other transactions (refinanced operations) previously granted by any Group company to the same borrower or other companies forming part of its economic group that become up-to-date on its payments for previously past-due loans.
  • The amendment of the contractual terms of an existing operation (restructured operations) that changes its repayment schedule (grace periods, extension of loan maturities, reduction in interest rates, changes in the repayment schedule, extension of all or part of the capital on maturity, etc.).
  • The activation of contract clauses agreed at source that extend the debt repayment terms (flexible grace period).
  • The partial cancellation of the debt without the contribution of funds by the customer (foreclosure, purchase or received in lieu of payment of the collateral, or forgiveness of capital, interest, fees and commissions or any other cost relating to the loan extended to the borrower).

The existence of previous defaults is an indication of financial difficulty. Unless otherwise demonstrated, a restructuring or refinancing operation is assumed to exist when the amendment to contractual terms affects operations that have been past due for more than 30 days at least once in the three months prior to the

amendment. However, previous defaults are not a requirement for an operation to be classified as refinanced or restructured.

The cancellation of an operation, changes in the contractual terms or the activation of clauses that delay payments when the customer is unable to meet future repayment obligations can also be classified as refinancing/restructuring.

In contrast, debt renewals and renegotiations may be granted when the borrower does not have, or is not expected to have, financial difficulties; i.e. for business reasons, not to facilitate repayments.

For an operation to be classified as such, the borrower must have the capacity to obtain credit from the market, at the date in question, for a similar amount and on similar terms to those offered by the Entity. In turn, these terms must be adjusted to reflect the terms offered to borrowers with a similar risk profile.

In general, refinanced or restructured operations and new operations carried out for refinancing are classified in the watch-list performing category. However, according to the particular characteristics of the operation, they are classified as non-performing when they meet the general criteria for classifying debt securities as such, and specifically i) operations backed by an unsuitable business plan; ii) operations that include contractual clauses that delay repayments in the form of interest-only periods longer than 24 months; iii) operations that include amounts that have been removed from the balance sheet having been classified as unrecoverable that exceed the hedging applicable according to the percentages established for operations in the watch-list performing category; and iv) when pertinent restructuring or refinancing measures may result in a reduction of the financial obligation higher than 1% of the net present value of the expected cash flows. Additionally, adjustments have been made to the criteria for exit from default, thus, refinanced operations cannot be migrated to stage 2 until their repayment has been ongoing for 12 months.

Refinanced or restructured operations and new operations carried out for refinancing are classified as watch-list performing for a trial period until all the following requirements are met:

  • After reviewing the borrower's asset and financial position, it is concluded that they are unlikely to have financial difficulties and therefore it is highly probable that they will meet their obligations vis-a-vis the entity in both time and form.
  • A minimum period of two years has elapsed from the date of authorisation of the restructuring or refinancing operation, or, if later, from the date of its reclassification from the non-performing category.
  • The borrower has covered all the principal and interest payments from the date of authorisation of the restructuring or refinancing transaction, or, if later, from the date of its reclassification from the nonperforming category. Additionally: i) the borrower has made regular payments of an amount equivalent to the whole amount (principal and interest) falling due at the date of the restructuring or refinancing operation, or that were derecognised as a result of it; or ii) when it is deemed more appropriate given the nature of the operations, the borrower complies with other objective criteria that demonstrate their payment capacity.

If there are contractual clauses that may delay repayments, such as grace periods for the principal, the operation will remain classified as watch-list performing until all criteria are met.

■ The borrower must have no other operations with past due amounts for more than 30 days at the end of the period.

When all the above requirements are met, the operations are no longer classified as refinancing, refinanced or restructured operations in the financial statements.

During the previous trial period, further refinancing or restructuring of the refinancing, refinanced or restructured operations, or the existence of amounts that are more than 30 days overdue in these operations, will mean that the operations are reclassified as non-performing for reasons other than arrears, provided that they were classified in the non-performing category before the start of the trial period.

Refinanced and restructured operations and new operations carried out for refinancing remain classified as nonperforming until they meet the general criteria for debt instruments; specifically the following requirements:

■ A period of one year has elapsed from the refinancing or restructuring date.

  • The borrower has covered all the principal and interest payments (i.e. they are up to date on payments) thereby reducing the renegotiated principal, from the date of authorisation of the restructuring or refinancing operation, or, if later, from the date of its reclassification to the non-performing category.
  • The borrower has made regular payments of an amount equivalent to the whole amount (principal and interest) falling due at the date of the restructuring or refinancing operation, or that were derecognised as a result of it, or, when it is deemed more appropriate given the nature of the operations, the borrower complies with other objective criteria that demonstrate their payment capacity.
  • The borrower has no other operations with past due amounts for more than 90 days at the date the refinancing or restructured operation is reclassified to the watch-list performing category.

Furthermore, in relation to the accounting treatment of the moratoria, both legislative and sectoral, established in support of COVID-19, the entity considers them a relevant qualitative change that gives rise to a contractual modification, but not a recognition of the affected financial instrument (see Note 3.4.1. Credit risk).

2.9 FOREIGN CURRENCY TRANSACTIONS

The Group's functional and presentation currency is the euro. Consequently, all non-euro balances and transactions are foreign currency balances and transactions.

All foreign currency transactions are recorded, on initial recognition, by applying the spot exchange rate between the functional currency and the foreign currency.

At the end of each reporting period, foreign currency monetary items are translated to euros using the average exchange rate prevailing on the spot currency market at the end of each period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated to euros using the exchange rate at the date of acquisition. Non-monetary items measured at fair value in a foreign currency are translated to euros using the exchange rates at the date when the fair value is determined.

The exchange differences arising on the translation of foreign currency balances and transactions to the reporting currency of the Group are generally recognised under "Exchange differences (net)" in the statement of profit or loss. However, exchange differences arising on changes in the value of non-monetary items are recognised under "Equity – Accumulated other comprehensive income – Items that may be reclassified to profit or loss – Exchange differences" in the balance sheet, and exchange differences arising on financial instruments classified as at fair value through profit or loss are recognised in the statement of profit or loss with no distinction made from other changes in fair value.

2.10. RECOGNITION OF INCOME AND EXPENSE

The main policies applied to recognise income and expenses are as follows:

Characteristics Recognition
Interest
Income,
interest
Interest income, interest expense and similar items Recognised on an accrual basis, using the effective
interest method, regardless of when the resulting
monetary or financial flow arises, as previously described
expense,
dividends and
similar items
Dividends received Recognised as income when the right to receive
payment is established. This is when the dividend is
officially declared by the company's relevant body.
Credit fees
They are an
integral part of the
yield or effective
cost of a financing
Fees received by creating or
acquiring financing operations
that are not measured at fair
value through profit or loss (i.e.
remuneration from activities
such as the assessment of the
financial situation of the
borrower, assessing and
recording various guarantees,
negotiating the terms and
conditions of operations,
preparing and processing
documentation and closing the
transaction)
They are deferred and are recognised over the life of the
transaction as an adjustment to the return or effective
cost of the operation.
Fees
collected/
paid"
operation.
I hey are received
in advance.
Fees negotiated as
compensation for the
commitment of granting
financing, when this
commitment is not measured
at fair value through profit or
loss and it is likely that the
Group enters into a specific
loan agreement.
They are deferred, deposited over the life of the
transaction as an adjustment to the return or effective
cost of the operation. If the commitment expires and the
company has not made the loan, the fee is recognised as
income at the time of expiry.
Fees paid when issuing
financial liabilities at amortised
cost.
They are included together with any related direct cost in
the carrying amount of the financial liability, and are
deposited as an adjustment to the effective cost of the
operation.
Non-credit fees
This includes
those deriving
from different
provisions for the
various financial
Those related to the execution
of a service provided over time
(i.e. the fees for the
administration of accounts and
those received in advance for
the issuance or renewal of credit
cards).
They will be registered over time, measuring the
progress towards full compliance with the execution
obligation.
financing
operations.
Those related to the provision
of a service that is executed
at a specific time (i.e.
subscription of securities,
currency exchange,
consultancy or syndication of
loans).
They are registered in the income statement upon
collection.
Other non-
financial
income and
expenses
Other income from ordinary activities > As a general criterion, they are recognised inasmuch as
the assets and services contractually agreed with the
customers are provided. The amount of the payment to
which the Group expects to have a right in exchange for
these goods or services, is recognised as income, during
the life of the contract.
> If it receives or has a right to receive a payment and the
goods or services have not been transferred, the Group
recognises a liability, which remains on the balance sheet
until it is allocated to the statement of profit or loss.
> The Group can transfer the control over time or at a
specific time.

As for the accounting of the costs related to the contracts, the costs of obtaining a contract are those which the Group incurs to obtain a contract with a customer and which it would not have incurred if the Group had not entered into said contract.

For one-off contracts outside the typical retail activity with customers and companies, the Group capitalises all incremental costs of obtaining and/or fulfilling a contract provided that the costs are directly related to a contract or an expected contract that can be specifically identified by the Entity. In this regard, it is assessed whether the costs generate or enhance the Entity's resources that will be used to meet (or continue to meet) performance obligations in the future and whether those costs are expected to be recovered.

The Group attributes these capitalised costs to the statement of profit or loss based on the term of the framework agreement or the operations that give rise to the costs and additionally, at least on a half-yearly basis, conducts an impairment test to assess to what degree the future profits generated by these contracts bear the capitalised costs. In the event that the costs exceeded the current value of the future profits, these assets would be impaired by the appropriate proportion.

2.11 EMPLOYEE BENEFITS

Employee benefits include all forms of consideration given in exchange for services rendered to the Group by employees or for benefits payable after completion of employment. They can be classified into the following categories:

Short-term employee benefits

These are employee benefits (other than termination benefits) which fall due wholly within 12 months after the end of the period in which the employees render the related service. It includes wages, salaries and social security contributions; paid annual leave and paid sick leave; profit-sharing and bonuses; and non-monetary benefits payable to employees such as medical care, housing, cars and free or subsidised goods or services.

The cost of services rendered is recognised under "Administrative expenses – Personnel expenses" of the statement of profit or loss, except for part of the personnel costs of the Risk Acceptance Centres which are presented as a smaller financial margin of the operations to which they are associated and certain incentives for the personnel of the branch network for the marketing of products, including insurance policies, which are also presented with a reduced financial margin or under the heading of expenses from liabilities under insurance or reinsurance contracts.

Credit facilities made available to employees at below market rates are considered to be non-monetary benefits and are calculated as the difference between market rates and the rates agreed with employees. The difference is recognised under "Administrative expenses – Personnel expenses" with a balancing entry under "Interest income" in the statement of profit or loss.

Remuneration to employees based on equity instruments

The delivery of shareholder equity instruments to employees as payment for their services —when such a delivery is made upon completion of a specific period of services— is recognised as a services expense, insomuch as it is provided by employees, with a balancing entry under the heading "Shareholders' Equity - Other equity items" elements.

On the date granting, these services (and the corresponding equity increase) will be measured at the fair value of the services received, unless it cannot be reliably estimated, in which case they will be measured indirectly with reference to the fair value of the granted equity instruments. The fair value of these equity instruments will be determined on the date they are granted.

When external market conditions are established —among the requirements laid down in the remuneration agreement—, their performance will be taken into account when estimating the fair value of the granted equity instruments. In turn, variables that are not considered market variables are not taken into account when calculating the fair value of granted equity instruments, but they are considered when determining the number of instruments to be delivered. Both effects will be recognised in the statement of profit or loss and in the corresponding increase in equity.

In the case of share-based payment transactions that are cash-settled, an expense with a balancing entry will be recorded on the liabilities side of the balance sheet. Up to the date on which the liability is settled, this liability will be measured at its fair value, recognising value changes in the profit/(loss) for the period.

As an exception to the provision of the previous paragraph, share-based payment transactions that have a netsettlement feature to satisfy tax withholding obligations will be classified in their entirety as share-based payment transactions settled through equity instruments if, in the absence of the net-settlement feature, they have been classified as such.

Post-employment benefits

Post-employment benefits are all those undertaken with employees, to be paid after completion of their employment with the Group. They include: retirement benefits, such as pensions and one-off retirement payments; and other post-employment benefits, such as post-employment life insurance and post-employment medical care, at the end of the employment relationship.

Defined contribution plans

The post-employment obligations with employees are deemed to be defined contribution obligations when the Group makes pre-determined contributions to a separate entity or pension fund and has no legal or constructive obligation to make further contributions if the separate entity or fund cannot pay the employee benefits relating to the service rendered in the current and prior periods. Defined contribution plans each year are recognised under "Administrative expenses – Personnel expenses" in the statement of profit or loss. Post-employment obligations that do not meet the aforementioned conditions are considered defined benefit obligations.

Defined benefit plans

The present value of defined benefit post-employment obligations, net of the value of plan assets, is recorded under "Provisions – Pensions and other post-employment defined benefit obligations" in the balance sheet. Plan assets are defined as follows:

■ The assets held by a long-term employee benefit fund, and

■ Qualifying insurance policies; those issued by an insurer that it is not a related part of the Group. In the case of the assets held by a benefit fund, they must be assets:

  • Held by a fund that is legally separate from the Group and exists solely to pay or finance employee benefits, or
  • They are solely available to pay or finance post-employment remuneration, they are not available to cover the debts of Group creditors (not even in the event of bankruptcy), and they cannot be returned to the Group unless i) the remaining assets of the plan are sufficient to meet all the related employee benefit obligations of the plan or CaixaBank, or ii) are used to reimburse it for post-employment benefits the Group has already paid to employees.

In the case of insurance policies, the defined benefit commitments assured through policies taken out with the entities that are not considered related parties also meet the requirements to be considered plan assets.

The value both of the assets held by a pension fund, as well as qualifying insurance policies is recognised as a decrease in the value of the liabilities under "Provisions – Pensions and other post-employment defined benefit obligations". When the value of plan assets is greater than the value of the obligations, the net positive difference is recognised under "Other assets".

The assets and liabilities of subsidiaries that include the mathematical provisions of the policies taken out directly by CaixaBank are included on consolidation. Therefore, in this process the amount under "Liabilities under insurance contracts" is deducted and the investments in financial instruments under policies are registered. Post-employment benefits are recognised as follows:

  • Service cost is recognised in the statement of profit or loss and includes the following:

    • Current service cost, understood as the increase in the present value of obligations arising from employee service in the current period, recognised under "Administrative expenses – Personnel expenses".
    • Past service cost, resulting from amendments to existing post-employment benefits or the introduction of new benefits, and the cost of curtailments, recognised under "Provisions or reversal of provisions".
    • Any gain or loss arising on settlement of a plan is recognised in "Provisions or reversal of provisions".
  • The net interest on the net defined benefit post-employment benefit liability/(asset), understood to be the change during the period in the net defined benefit liability/(asset) that arises from the passage of time, is recognised in "Interest expense", or "Interest income" if it results in income, in the statement of profit or loss.

  • Remeasurements of the net liability/(asset) for defined benefit post-employment benefits are recognised in "Accumulated other comprehensive income" in the balance sheet. It includes:
    • Actuarial gains and losses arising in the period from differences between the previous actuarial assumptions and what has actually occurred and from changes in the actuarial assumptions used.
    • The return on plan assets, excluding the amounts included in the net interest on the liability/(asset) for defined benefit post-employment benefits.
    • Any change in the impact of the asset ceiling, excluding the amounts included in the net interest on the liability/(asset) for defined benefit post-employment benefits.

Other long-term employee benefits

Other long term employee benefits, understood as obligations with pre-retired employees (those who have ceased rendering services but who, without being legally retired, continue to enjoy economic rights vis-à-vis the Entity until they acquire the status of legally retired), long-service bonuses and similar items, are treated for accounting purposes, where applicable, as established for defined benefit post-employment plans, except that the actuarial gains and losses are recognised in "Provisions or reversal of provisions" in the statement of profit or loss.

Termination benefits

These benefits are payable as a result of the Group's decision to terminate an employee's employment before the normal retirement date, a valid expectation raised in the employee or an employee's decision to accept voluntary redundancy in exchange for those benefits.

A liability and an expense for termination benefits are recognised when there is no realistic possibility of withdrawing the offer to pay the termination benefits or when the costs for restructuring, which involves the payment of termination benefits, are recognised. These amounts are recognised as a provision under "Provisions – Other long-term employee benefits" in the balance sheet until they are settled.

In the case of payments of over 12 months, the same treatment is applied as for the other long-term employee benefits.

2.12 INCOME TAX

The expense for Spanish income tax is considered to be a current expense and is recognised in the statement of profit or loss, except when it results from a transaction recognised directly in equity, in which case the corresponding tax effect is recognised in equity.

Income tax expense is calculated as the sum of the current tax for the year resulting from applying the tax rate to the taxable profit for the year and any changes in deferred tax assets and liabilities recognised in the year in the statement of profit or loss, less any allowable tax deductions.

Temporary differences, tax loss carryforwards pending offset and unused tax deductions are recognised as deferred tax assets and/or deferred tax liabilities. The amounts are recognised at the tax rates that are expected to apply when the asset is realised or the liability is settled.

Tax assets are recognised under "Tax assets" in the balance sheet as current, for amounts to be recovered in the next 12 months, or deferred, for amounts to be recovered in future reporting periods.

Similarly, tax liabilities are recognised in "Tax liabilities" in the balance sheet, also by current and deferred. Current tax liabilities include the amount of tax payable within the next 12 months and deferred tax liabilities as the amount expected to be paid in future periods.

Deferred tax liabilities arising from temporary differences related to investments in subsidiaries, associates or joint ventures are not recognised when the Group is able to control the timing of the reversal of the temporary difference and, in addition, it is probable that the temporary difference will not reverse.

Deferred tax assets are only recognised when it is probable that they will be reversed in the foreseeable future and it is estimated that there is sufficient taxable profit against which they can be used.

2.13 TANGIBLE ASSETS

Property, plant and equipment for own use

They include the amount of property, land, furniture, vehicles, IT equipment and other facilities owned or acquired under a lease, as well as assets leased out under an operating lease.

Property, plant and equipment for own use includes assets held by the Group for present or future administrative uses or for the production or supply of goods and services that are expected to be used over more than one financial period.

Investment property

It reflects the carrying amounts of land, buildings and other constructions —including those received by the Bank for the total or partial settlement of financial assets that represent collection rights vis-à-vis third parties— owned to obtain rental income or gains through sale.

Tangible assets are generally stated at acquisition cost less accumulated depreciation and any impairment losses determined by comparing the carrying amount of each item to its recoverable amount.

Depreciation is calculated using the straight-line method on the basis of the acquisition cost of the assets less their net carrying value. Land is not depreciated since it is considered to have an indefinite life.

The depreciation charge is recognised with a balancing entry under "Depreciation and amortisation" in the statement of profit or loss and is calculated basically using the depreciation rates set out in the table below, which are based on the years of estimated useful life of the various assets.

Useful life of tangible assets

(Years)
Estimated useful life
Constructions
Buildings 16 - 50
Installations 8 - 25
Furniture and fixtures 4 - 50
Electronic equipment 3 - 8
Other 7 - 14

At the end of each reporting period, the Group assesses tangible assets for any indications that their net carrying amount exceeds their recoverable amount, understood as fair value less costs to sell and value in use.

Any impairment loss determined is recognised with a charge to "Impairment/(reversal) of impairment on nonfinancial assets – Tangible assets" in the statement of profit or loss and a reduction to the carrying amount of the asset to its recoverable amount. After the recognition of an impairment loss, the depreciation charges for the asset in future periods are adjusted in proportion to its revised carrying amount and remaining useful life.

Similarly, when there are indications of a recovery in the value of the assets, a reversal of the impairment loss recorded in prior periods is recognised and the depreciation charge for the asset in future periods is adjusted. In no circumstances may the reversal of an impairment loss on an asset raise its carrying amount above that which it would have if no impairment losses had been recognised in prior years.

Likewise, the estimated useful lives of tangible assets are reviewed each year or whenever indications are noted which make it advisable to do so and, where appropriate, the depreciation charges are adjusted in the statement of profit or loss of future years.

Upkeep and maintenance expenses are recognised under "Administrative expenses – Other administrative expenses" in the statement of profit or loss, when they are incurred.

2.14 INTANGIBLE ASSETS

Intangible assets are identifiable non-monetary assets without physical substance acquired from third parties or developed internally.

Goodwill

Goodwill represents the payment made by the acquirer in anticipation of future economic benefits from assets that are not capable of being individually identified and separately recognised. Goodwill is only recognised in the acquisition of a business combination for valuable consideration.

In business combinations, goodwill arises as the positive difference between:

  • the consideration transferred plus, as appropriate, the fair value of any previously-held equity interest in the acquiree and the amount of minority interests; and
  • the net fair value of the identifiable assets acquired less the liabilities assumed.

Goodwill is recognised in "Intangible assets – Goodwill" and is not amortised.

At the end of each reporting period or whenever there are indications of impairment, an estimate is made of any impairment that reduces the recoverable amount to below its recorded net cost and, where there is impairment, the goodwill is written down with a balancing entry in "Impairment/(reversal) of impairment on non-financial assets – Intangible assets" in the statement of profit or loss. Impairment losses recognised for goodwill are not reversed in a subsequent period.

Other intangible assets

This includes the amount of other identifiable intangible assets, such as assets arising in business combinations and computer programmes (software).

Expenses incurred during the research phase are recognised directly in the statement of profit or loss for the period in which they are incurred and cannot subsequently be capitalised.

Other intangible assets have an indefinite useful life when, based on an analysis of all the relevant factors, it is concluded that there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Group, and a finite useful life in all other cases.

Intangible assets with an indefinite life are not amortised. However, at the end of each reporting period, or whenever there is any indication of impairment, the remaining useful lives of the assets are reviewed in order to determine whether they continue to be indefinite and, if this is not the case, to take the appropriate steps.

Intangible assets with a finite useful life are amortised over the useful life, applying policies similar to those followed for the depreciation of tangible assets.

Any impairment losses on assets with either indefinite or finite useful lives are recognised with a balancing entry in "Impairment/(reversal) of impairment on non-financial assets – Intangible assets" in the statement of profit or loss. The policies for recognising impairment losses on these assets and for reversing impairment losses recognised in prior years are similar to those for tangible assets.

Practically all computer programmes (software) recognised under this chapter of the balance sheet has been developed by third parties and is amortised with a useful life of between 4 and 15 years.

2.15 ASSETS AND LIABILITIES HELD FOR SALE

Real estate or other non-current assets received as total or partial settlement of debtors' payment obligations in credit operations are recognised under "Non-current assets and disposal groups classified as held for sale" unless it has been decided to make continuing use of the assets.

The Group has centralised the ownership of virtually all the real estate assets acquired or foreclosed in payment of debts in its subsidiary BuildingCenter, SAU, in a bid to optimise management.

Non-current assets classified as held for sale are generally measured initially at the lower of the carrying amount of the financial assets and their fair value less costs to sell the asset to be foreclosed (based on the market value given in complete individual ECO appraisals at the time of award or acceptance).

Internal valuation models are used to calculate the adjustment to be applied to this market value in order to estimate the discount on the reference price and the costs to sell. These in-house models factor in prior sales experience for similar assets in terms of price and volume.

In line with the procedure followed in the initial recognition process, the Group also applies, subsequently, an adjustment, based on the internal models, to the main valuation.

2.16. LEASES

Lease transactions in which the Group acts as lessee involve the recognition of a lease liability (at the present value of future payments) and a right-of-use asset for the same amount at the commencement date, which may also include payments made on or before the commencement date, direct start-up, decommissioning or rehabilitation costs.

As an exception to the above, the Group recognises lease payments for short-term leases (defined as leases with a term of twelve months or less at the commencement date) and leases where the leased asset is of low value (EUR 6,000) as expenses.

The discount rate used is the interest rate that the lessee would have to pay to borrow, with a similar term and collateral, the funds required to obtain an asset of similar value to the right-of-use asset in a similar economic environment, referred to as the "additional financing rate".

This additional financing rate has been calculated by taking as a reference the debt instruments issued (covered bonds and senior debt) weighted according to their respective issuance capacity. The Group uses a specific rate according to the term of the operation and the business (Spain or Portugal) where the agreements are formalised.

The term of these leases is determined according to the type of property (Store branch, rural branch, etc.), the existing contractual clauses, which may include renewal or early termination options, and the commitments made by the Entity (e.g. offices subject to agreements with competitors).

2.17 PROVISIONS AND CONTINGENT LIABILITIES

The financial statements include all material provisions for which it is considered more likely than not that the obligation will have to be settled at the reporting date. Provisions are recognised on the liability side of the balance sheet in accordance with the obligations covered.

Provisions, which are quantified based on the best information available on the consequences of the event giving rise to them and are re-estimated at the end of each reporting period, are used for specific expenditures for which the provision was originally recognised. Provisions are fully or partially reversed when the obligations cease to exist or are reduced.

The tax contingency policy is to set aside provisions for the possible tax expense and late-payment interest arising from the income tax assessments initiated by the tax authorities for the main applicable taxes, irrespective of whether an appeal has been lodged. Meanwhile, provisions are made for legal suits, in those instances where there is over a 50% probability of losing the case.

When there are present obligations but they are not likely to give rise to an outflow of resources, they are recorded as contingent liabilities. Contingent liabilities may develop in a way not initially expected. Therefore, they are assessed continually to determine whether an outflow of resources embodying economic benefits has become probable. If it becomes more probable than not that an outflow of future economic benefits will be required, a provision is recognised in the balance sheet.

Provisions are recognised under "Provisions" on the liability side of the balance sheet in accordance with the obligations covered. Contingent liabilities are recognised under memorandum items in the balance sheet.

2.18. TREASURY SHARES

Own equity instruments are recorded at acquisition cost as a reduction of equity under "Shareholders' equity - Treasury shares" in the balance sheet. Gains or losses that may arise as a result of subsequent disposal or redemption are recognised directly in equity, without any gain or loss being recognised.

2.19. INSURANCE TRANSACTIONS

The chapter "Reinsurance contract assets" and "Insurance contract liabilities" include the rights and obligations, respectively, arising from the insurance business provided by the Group, according to the following characteristics:

■ Reinsurance contract assets

The heading "Reinsurance contract assets" in the balance sheet includes the combination of rights and obligations arising from a group of reinsurance contracts. Where such a combination for a group of contracts presents a liability position, it shall be presented under the heading "Liabilities under reinsurance contracts".

■ Insurance contract liabilities

♦ Definition and classification

The Group assesses whether its contracts fulfil the definition of an insurance contract, i.e. whether it accepts a significant insurance risk from another party by agreeing to compensate the policyholder should an uncertain future event occur that adversely affects the policyholder. From this assessment, it is concluded that all contracts previously under the scope of IFRS 4 meet the definition of an insurance contract, and therefore, the introduction of IFRS 17 does not require any reclassification, with the exception of certain BPI Vida e Pensões products without a significant insurance risk, and therefore measured under IFRS 9.

♦ Unit of account

The Group has analysed the criteria for grouping insurance contracts by taking into consideration whether they are contracts subject to similar risks and are managed jointly, onerousness and whether they are contracts that are not more than one year apart in terms of issue (annual cohorts). This analysis has concluded that the product groups currently used in Solvency II are adequate.

The Group uses different valuation methodologies for insurance contracts based on the risk group to which they belong:

Risk Group Methodology for measuring provisioning
Risk
Multi-year risk BBA: Building block approach (general model)
Temporary Annual Rolling Risk PAA: Premium allocation approach
Savings
Previous Individual Savings – Matching BBA: Building block approach (general model)
Subsequent Individual Savings – Matching BBA: Building block approach (general model)
Subsequent Individual Savings – Volatility BBA: Building block approach (general model)
Collective Savings – Matching BBA: Building block approach (general model)
Collective Savings – Volatility BBA: Building block approach (general model)
Direct participation
Unit Linked VFA: Variable fee approach

Since the Group has chosen the fair value transition approach, for contracts issued prior to the transition date (1 January 2022) it has not been necessary to aggregate the contracts by previous cohorts.

Contracts issued after the transition date have been grouped by year, except for insurance contracts managed under matching adjustment techniques and unit-linked contracts for which the Group has made use of the derogation in Article 2 of Commission Regulation (EU) 2021/2036.

♦ Recognition and derecognition of accounts

Groups of insurance contracts are initially recognised when the first of the following events occurs:

  • The start of the hedging period of the group of contracts.
  • The date on which the first payment is due from a policyholder of a group policy.
  • For a group of contracts of an onerous nature, the date on which the group becomes a group of onerous contracts.

Insurance contracts acquired in a business combination within the scope of IFRS 3 will be accounted for as if they were concluded at the acquisition date.

In general, the Group uses the general model for recognising and measuring insurance contracts. However, the variable rate approach is used for unit-linked and similar contracts when they meet the definition of insurance contracts with direct participation features. Furthermore, for contracts with a hedging period of under one year, the Group uses the premium-allocation approach. This is also applied when the Group expects that the use of this simplified approach will yield a measurement that does not significantly differ from that which would be produced by applying the general method or VFA.

An insurance contract will be terminated when: (i) it has expired; or (ii) it is amended and fulfils the requirements of the termination rule.

♦ Measurement

Initial recognition

For contract groups not measured under the premium-allocation approach, upon initial recognition the Group measures them for the total of:

  • Future cash flows (FCPF), which include:
    • Estimates of future cash flows within the limits of the contract. The Group estimates the present value of future cash outflows less the present value of future cash inflows which fall within the limits of the contract. These estimates are based upon the expected value of a full range of possible outcomes, grounded in the Group's perspective (but consistent with observable market prices for the inputs used) and reflect conditions existing at the measurement date.

These flows include expenses directly attributable to insurance contracts. At the Group level, these expenses include insurance contract marketing expenses, amounting to approximately the marketing commissions for insurance contracts between Group companies. Expenses that the Group has deemed not to be directly attributable are classified by nature.

Cash flows fall within the limits of the insurance contract if the Group can require the policyholder to pay the premiums or if the Group has a substantive obligation to provide services under the insurance contract to the policyholder. This obligation ends when the Group has the practical ability to reassess the policyholder's risks and, therefore, set a price or level of services that reflects those risks. In general, the limit of the contract is determined as the end date of the contract, which for renewal contracts is the time at which the Group can reevaluate risks, and for lifetime products as the date of death of the insured.

  • An adjustment to reflect the time value of money and the financial risks associated with future cash flows. In general, the Group applies a top-down approach for the discount rates, whereby the asset rate is taken as a reference and the credit risk is discounted. In the case of contracts priced under the floating rate model and risk products, the discount rate is established on the basis of a bottom-up approach.
  • A risk adjustment for non-financial risk (RA). This reflects the offsetting the Group requires for bearing the uncertainty about the amount and timing of cash flows arising from non-financial risk. The Group uses the Cost of Capital methodology, taking the cost of capital established by Solvency II (6% and the regulatory capital requirement currently reported for underwriting

risks). The calculated risk adjustment corresponds to a confidence level of 65% and 75% for 2023 and 2022, respectively.

The contractual service margin (CSM) represents the future profits of the insurance contracts issued. This amount is not recognised in the income statement at initial recognition, but is recognised when the services under the contract are rendered. When this margin is negative, the insurance contract is onerous and the loss must be immediately recognised in the income statement, without the contractual service margin being recognised in the balance sheet.

The Group applies the premium-allocation approach for contracts which have a hedge period of one year or less, or where this approach is expected to result in a measurement of the remaining hedge liability that does not materially differ from that which would be produced by applying the general model.

At initial recognition the Group measures the remaining hedging liability as the premiums received plus/minus any amount resulting from derecognising assets/liabilities previously recognised for the cash flows related to the group of contracts. For these contracts, profit is implicit in calculating the insurance liability, therefore, there is no CSM accounted for separately.

For these contracts, the Group has chosen the accounting policy option to recognise the cash flows from the purchase of the insurance as expenses when incurred.

Subsequent recognition

The carrying amount of a group of insurance contracts at the close of each reporting period will be the sum of:

  • The remaining hedging liability, which comprises the cash flows derived from the performance of future services allocated to the group at that date and the group's contractual service margin at that date.
  • The liability for incurred claims, which comprises the cash flows arising from the performance of past services assigned to the group at that date.

Changes in cash flows related to present or past services are recorded in the income statement, whereas those related to future services adjust the CSM or loss component.

For contracts measured under the variable rate model the amounts related to future service that adjust the CSM include changes in the amount of the Group's interest in the fair value of the underlying items.

Changes in the measurement of cash flows at current rates are recorded under "Finance expenses from insurance contracts issued" in Other Comprehensive Income because the Group has chosen this accounting policy to minimise accounting asymmetries with the accounting recognition of financial assets. For contracts priced under the variable tariff model these amounts adjust the CSM.

The transfer of insurance contract services in the period is recognised as insurance income in profit or loss. This amount is determined by the hedge units, i.e. the amount of insurance contract services provided under the contracts during the expected period of coverage. The Group has determined as measures the change in mathematical provisions for savings products and the change in net payment flows from the effect of mathematical provisions for risk products.

For insurance contracts in which the premium-allocation approach is applied, at the close of each period the carrying amount of a group of contracts is the sum of the liability for the remaining hedge and the liability for incurred claims. The remaining hedge liability is the result of the opening balance plus premiums received for the period less the amount recognised as insurance income for services provided in that period.

The Group does not adjust the remaining hedge liability for the time value of money because insurance premiums expire within the coverage period of the contracts, which is one year or less. The liability for incurred claims is measured in a similar way to the general model.

Income and expenses from insurance contracts

Income and expenses from insurance contracts are recognised using the following criteria:

Heading Recognition
Income from the
insurance service
> Includes income from ordinary insurance activities that show the provision of services associated
with the group of insurance contracts for an amount that reflects the compensation the bank expects
to receive in exchange for said services.
> Includes the expenses of the service, which include the claims paid (excluding investment
components) and other expenses of the insurance service, the amortisation of acquisition cash flows,
changes in the flows related with past services, and changes related with the current service.
> The insurance revenue or expenses include the group's book value of insurance contracts that result
from the effect of the time value of money and the changes in this value, and from the financial risk
effect and changes to this effect.
Financial income and
expenses from
insurance
> The Group has opted for the accounting policy of recognising the impact of changes in the
discount rates and other financial variables in Other Comprehensive Income to minimise accounting
asymmetries with the accounting record of financial assets.
> For contracts valued using the premium assignment approach, the discount rate will not be used
since the cash flows are expected to be charged and paid in one year.
> The Group disaggregates changes in the risk adjustment due to non-financial risk into income from
the insurance service, and income or expenses from insurance financing.

Income and expenses from reinsurance contracts held are presented as a single amount and separately from income and expenses from insurance contracts written under the heading "Net result from reinsurance contracts held".

2.20. STATEMENT OF CASH FLOWS

The following terms are used in the presentation of the statement of cash flows:

  • Cash and equivalents: cash balances at central banks and other demand deposits: This includes coins and notes held by the Entity and balances receivable on demand deposited with central banks and credit institutions.
  • Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant risk of changes in value.
  • Operating activities: the indirect method is used to present cash flows from operating activities, which are the principal revenue-producing activities of credit institutions and other activities that are not investing or financing activities.
  • Investing activities: the acquisition, sale or other disposal of long-term assets, such as equity investments and strategic investments, and other investments not included in cash and cash equivalents.
  • Financing activities: activities that result in changes in the size and composition of equity and liabilities that do not form part of operating activities, such as subordinated financial liabilities. The issues placed on the institutional market are classified as financing activities, whereas the issues placed on the retail market among our customers are classified as operating activities.

2.21. STATEMENT OF CHANGES IN EQUITY. PART A) STATEMENT OF RECOGNISED INCOME AND EXPENSE

This statement presents the income and expense recognised as a result of the Group's activity in the period, with a distinction between those taken to profit or loss in the statement of profit or loss and other comprehensive income directly in equity.

2.22. STATEMENT OF CHANGES IN EQUITY. PART B) STATEMENT OF TOTAL CHANGES IN EQUITY

This statement presents all changes in the Group's consolidated equity, including those due to accounting policy changes and error corrections. This statement presents a reconciliation between the carrying amount of each component of equity at the beginning and the end of the period, grouping movements by their nature.

Particularly, the headings 'Accumulated gains' and 'Other reserves' contain:

  • The shareholder equity heading, 'Retained earnings', includes, at year-end, undistributed gains from the appropriation of the profit/loss of the companies of the consolidated group, and income coming from the sale of investments classified in 'Financial assets at fair value with changes in other comprehensive income – Equity instruments', among others.
  • The shareholder equity heading, 'Other reserves', includes, at year-end, the implications of the 1st application of accounting regulations, the application of the profit/(loss) of companies consolidated using the equity accounting method, net of the dividends distributed to companies of the consolidated group, the remuneration of issuances with certain characteristics, and gains/losses deriving from operations with own shares, among others.

3. RISK MANAGEMENT

3.1 ENVIRONMENT AND RISK FACTORS

The following risk factors had a significant influence on the Group's management in 2023, due to their impact during the year and their long-term implications for the Group:

■ Macroeconomic environment

Global economy

The performance of the international in 2023 was characterised by three major dynamics. Firstly, economic activity slowed less than feared at the close of 2022, underpinned by robust labour markets, the easing of the energy crisis, a remarkable resilience of economic confidence, and tailwinds such as the normalisation of bottlenecks in the wake of the pandemic, the lifting of restrictions in China and the definitive post-pandemic revival of services. Secondly, inflation fell steadily in all major international economies. However, the drop was much sharper in the headline price index, due to the correction in energy inflation, while underlying price pressures eased more moderately. In that context, and as the third major dynamic of the year, the major central banks continued the process of tightening financial conditions that began in 2022. In the first stretch of 2023 they continued to hike interest rates until they reached levels considered sufficiently restrictive. And in a second phase, having reached the peak in rates, they halted the increases, but stepped up their intention to sustain these restrictive levels for a prolonged period of time until inflation was on a path towards the central banks' target. The Federal Reserve (Fed) rate, with a cumulative rise of 100 b.p. in the year, peaked at 5.25%-5.50%, and the European Central Bank (ECB) rate, with a rise of 200 b.p., reached 4.00% for the deposit facility rate (depo) and 4.50% for the refinancing operations rate (refi), all in a year in which inflation ended close to 3% in both regions, down substantially from previous highs, but well above the 2% target.

Overall economic activity is estimated to have grown by slightly less than 3% in 2023 as a whole, although progressively declining over the year and with uneven performance across regions. While the eurozone's economic activity was marked by a marked sluggishness and, in China, the initial reactivation gradually gave way to indicators that were below expectations and which added to the persistent difficulties in the real estate sector, the U S economy showed remarkable resilience, particularly underpinned by consumption.

In such an environment of tight monetary conditions and weak external demand, the world's major economies can be expected to display subdued dynamism in the early part of 2024. However, the scenario is bolstered by the robustness of the labour market. Thus, after a few quarters of relative stagnation, a gradual recovery is expected over the course of 2024, boosted by a rebound in household purchasing power and less headwinds, such as the correction of the overstocking of inventories that has weighed on industry.

Eurozone

The eurozone economy was markedly weaker in 2023, suffering from the impact of monetary tightening and the loss of competitiveness of the most energy-intensive industries. After the first half of the year, with a paltry 0.1% quarter-on-quarter GDP growth, GDP fell by 0.1% in the third quarter and stalled in the last quarter. A sustained rebound in economic activity is not expected until well into 2024. Activity was negatively affected by a declining industrial sector in recession since the outbreak of the war in Ukraine in February 2022, while the services sector lost steam and could no longer sustain the growth of the economy as a whole on its own. With regard to the energy crisis triggered by the outbreak of war in Ukraine in 2022, the worst-case scenarios suggesting supply security risks did not materialise and gas prices recorded a sharp correction, albeit still at levels almost twice as high as before the war broke out in Ukraine.

In this context, the outlook for 2024 has been considerably weakened, and we expect to see a GDP growth in the Eurozone similar to 2023 (0,5%). a result conditioned by Germany's struggles to overcome the recession in 2023; and the lack of steam in both France and Italy (both expected to grow by less than 1.0%). The bright side is that the labour market continued to generate employment, albeit at a slower pace, which, together with the savings accumulated by households, gives us confidence that consumption will once again underpin the economy once household purchasing power recovers more sharply.

Spain and Portugal

In 2023 the Spanish economy showed remarkable resilience to a highly adverse environment, marked by the impact of high inflation and rising interest rates, as well as the weakness of our main trading partners. In these circumstances, GDP growth moderated to 2.5%, a much faster pace than the major eurozone economies, on the back of the good pace of job creation and the boost from the tourism sector, which recovered pre-pandemic levels.

One of the strongest factors behind the economy's resilience was the strength of the labour market, which saw an increase of more than half a million workers affiliated to the Social Security system at year-end, which boosted the recovery in household income and helped to contain the climate of confidence, allowing household consumption to take over from external demand as the driving force behind growth. However, the Spanish economy's growth rate slowed over the course of the year as it began to feel the effects of monetary tightening and the loss of strength in external demand.

The inflation rate saw a significant correction over the course of the year, standing at 3.1% in December versus 5.7% at the end of 2022, due to the lower contribution of energy and food and the gradual completion of the pass-through of indirect effects to the rest of the basket of goods and services, in a context in which no significant second-round effects were generated.

For 2024, we anticipate a Spanish GDP growth of 1.4%. However, based on the latest growth data in Q4 2023, coupled with a scenario of lower inflation and lower interest rates, this could lead to growth of close to 2.0% in 2024.

In 2023, the Portuguese economy maintained a stronger growth rate than the Eurozone average, with GDP growth estimated at 2.3%, with a renewed dynamism in the last quarter of the year. The pass-through of higher interest rates to household and corporate income, the absorption of the inflationary shock and the climate of heightened uncertainty had a negative impact on private consumption and investment. On a positive note, the labour market performed well, hitting record employment levels. For 2024, we expect a further slowdown in economic activity early in the year, brought on by the weakness of the Eurozone, before shifting to a more dynamic scenario driven by increased investments in EU funds and the recovery of household purchasing power. We expect GDP growth for the year as a whole to average 1.8%.

■ Regulatory environment

The regulatory outline on which the Group's business model lies is crucial to its development, whether in terms of methodological or management processes. Thus, regulatory analysis represents a key point in the Group's agenda.

Proposed legislative and regulatory changes, along with new legislation and regulation passed in 2023, include:

Sustainable finance and environmental, social and governance (ESG) factors:

  • European Banking Authority (EBA) consultation on remuneration benchmarking/gender gap.
  • The European Securities and Markets Authority (ESMA) consultation on the draft Guidelines on fund names using ESG or sustainability-related terms.
  • Consultation of the Spanish Government regarding the Preliminary Draft Organic Law on Parity in Decision-Making Bodies.
  • Consultation of the European Commission regarding the proposed Delegated Regulation on the 4 remaining objectives and amendment of the Climate Taxonomy Regulation.
  • Consultation of the Spanish Treasury regarding the draft Royal Decree on the content of the reports on the estimation of the financial impact of the risks associated with climate change for financial institutions, listed companies and other large corporations.
  • Consultation of the Spanish Ministry of Economy, Trade and Enterprise on the draft bill transposing the Corporate Sustainability Reporting Directive (CSRD) through a preliminary draft law regulating the framework for corporate reporting on environmental, social and governance issues.
  • Commission consultation on the Delegated Regulation on the first set of European Sustainability Reporting Standards (ESRS).

  • European Commission proposal and consultation on the proposed Regulation on ESG ratings.
  • EBA consultation on draft templates for the collection by climate data banks.
  • European Commission consultation on the implementation of the Sustainable Finance Disclosure Regulation (SFDR).
  • Consultation of the European Commission on the potential amendment of the Taxonomy (modification of activities or addition of new activities).
  • Publication of Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European green bonds and optional disclosures for bonds marketed as environmentally sustainable bonds and for sustainability-linked bonds.

Pillar 3 regulation:

  • EBA publication of standards for supervisors assessing new internal market risk models.
  • Publication of implementing technical standards (ITS) on the introduction of the reporting of the new interest rate risk arising from non-trading book activities (IRRBB).
  • EBA publication of guidance on full resilience in the recovery plan.
  • EBA update of the definition of material decline in net interest income relating to interest rate risk in the banking book.
  • ECB publication of a series of best practices on governance and management of counterparty credit risk.
  • ECB publication of the common methodology for developing the Supervisory Review and Evaluation Process (SREP) for credit risk.
  • European Commission consultation on the reform of the Crisis Management and Deposit Insurance (CMDI) framework.
  • EBA consultation on amendments to the implementing technical standards on disclosure and reporting.
  • EBA consultation on technical standards for identifying exceptional circumstances for derogating from certain market risk requirements;
  • EBA consultation on guidance on criteria for simple, transparent and standardised (STS) securitisations.
  • EBA consultation on the approach to the new presentation of historical data in its reporting framework.
  • EBA consultation on amendments to the Fundamental Review of the Trading Book (FRTB) reporting.
  • EBA consultation on guidelines on resolvability testing.
  • Political agreement reached regarding the legislative proposal for implementing the final Basel III reforms (Capital Requirements Regulation - CRR III and Capital Requirements Directive - CRD VI).
  • Regulation 2023/1114 on crypto-asset markets and amending Regulations 1093/2010 and 1095/2010 and Directives 2013/36 and 2019/1937.
  • Commission Implementing Regulation (EU) 2023/2083 of 26 September 2023 laying down implementing technical standards as regards templates to be used by credit institutions to provide purchasers with information on their credit exposures in the banking book.
  • Bank of Spain Circular 2/2023 amending Circular 1/2013 on the Central Credit Register (CCR).
  • Bank of Spain Public Consultation on the development of new macroprudential tools introduced by Royal Decree-Law 22/2018.

Digital regulation and payments:

  • EU Regulation 2022/2554 of the European Parliament and of the Council of 14 December 2022 on the digital operational resilience of the financial sector (DORA) and ESAs' public consultations on the technical implementing regulation.
  • EU Regulation 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules for fair access to and use of data (Data Regulation).
  • European Commission proposed Regulation on Cyber Resilience, with the aim of guaranteeing that digital products are more secure for consumers throughout the EU.
  • Proposal for Regulation of the European Parliament and of the Council on the introduction of the digital euro.
  • Proposal for Regulation of the European Parliament and of the Council on the provision of digital euro services by payment service providers incorporated in Member States whose currency is not the euro and amending Regulation (EU) 2021/1230 of the European Parliament and of the Council.
  • Proposal for Regulation of the European Parliament and of the Council on the legal tender status of euro banknotes and coins.
  • Proposal for Regulation of the European Parliament and of the Council on a framework for access to financial data and amending Regulations (EU) No 1093/2010, (EU) No 1094/2010, (EU) No 1095/2010 and (EU) No 2022/2554.
  • Proposal for Regulation of the European Parliament and of the Council on payment services in the internal market and amending Regulation (EU) No 1093/2010.
  • Proposal for a Directive of the European Parliament and of the Council on payment services and electronic money services in the internal market, amending Directive 98/26/EC and repealing Directives (EU) 2015/2366 and 2009/110/EC.
  • European Commission consultation on an initiative on virtual worlds (metaverses) and Web 4.0.
  • European Commission consultation on the proposal for a Regulation on Cyber Solidarity.
  • Public consultations of the ESAs on the technical regulation implementing Regulation (EU) 2023/1114 of 31 May 2023 on crypto-asset markets and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937.
  • Royal Decree 817/2023 of 8 November laying down a controlled test environment for testing compliance with the proposal for a Regulation of the European Parliament and of the Council establishing harmonised rules in the field of artificial intelligence.

Retail and markets:

  • Directive (EU) 2023/2225 of the European Parliament and of the Council of 18 October 2023 on credit agreements for consumers and repealing Directive 2008/48/EC.
  • Directive (EU) 2023/2673 of the European Parliament and of the Council of 22 November 2023 amending Directive 2011/83/EU as regards distance contracts for financial services and repealing Directive 2002/65/EC.
  • European Commission proposal and public consultation on the Retail Investment Strategy. The initiative comprises a proposal for an Omnibus Directive, amending the principal rules on marketing of financial instruments and insurance (MiFID, IDD, Solvency II, UCITS, AIFMD) and a proposal for a revision of the PRIIPs Regulation.
  • EU Delegated Commission Regulation 2023/2222 of 14 July 2023 extending the transitional period for third country benchmarks provided for in Article 51(5) of Regulation (EU) 2016/1011 of the European Parliament and of the Council (BMR Regulation).
  • Guidelines on product governance requirements under MiFID II.
  • ESMA Guidelines on certain aspects of MiFID II suitability requirements.

  • Spanish Law 38/2022 of 27 December, establishing temporary energy levies on credit institutions and financial lending establishments and creating the temporary solidarity tax on large fortunes, and amending certain tax rules.
  • Law 2/2023: of 20 February, regulating the protection of persons who report regulatory infringements and the fight to combat corruption.
  • Law 6/2023 of 17 March on Securities Markets and Investment Services.
  • Law 11/2023, of 8 May, on the transposition of European Union Directives on the accessibility of certain products and services, migration of highly qualified persons, taxation and digitalisation of notarial and registry procedures; and amending Law 12/2011, of 27 May, on civil liability for nuclear damage or damage caused by radioactive materials.
  • Law 12/2023 of 24 May on the right to housing.
  • Law 13/2023 of 24 May amending Law 58/2003 of 17 December 2003 on General Taxation, transposing Council Directive (EU) 2021/514 of 22 March 2021 amending Directive 2011/16/EU on administrative cooperation in the field of taxation, and other tax legislation.
  • Royal Decree Law 5/2023 of 28 June adopting and extending specific actions to respond to the economic and social consequences of the war in Ukraine, to support the reconstruction of the island of La Palma and other situations of vulnerability; transposing European Union Directives on structural modifications of commercial companies and reconciliation of family and professional life for parents and carers; and on the implementation and enforcement of European Union law.
  • Royal Decree 193/2023, of 21 March, regulating the basic conditions of accessibility and nondiscrimination for people with disabilities for access to and use of goods and services available to the public.
  • Royal Decree 1180/2023 of 27 December amending Royal Decree 948/2001 of 3 August on investor compensation schemes and the Regulations implementing Law 35/2003 of 4 November on Collective Investment Undertakings (CIIs), approved by Royal Decree 1082/2012 of 13 July.
  • Code of Best Practices for institutional investors, asset managers and proxy advisors regarding their duties in respect of assets vested or services provided ("Investor Code of Best Practices").
  • CNMV Technical Guide 1/2023 on enhancing the transparency of CIUs with a specific return target and fixed income CIUs with a buy-and-hold strategy.
  • Anti-money laundering and countering the financing of terrorism (AML/CFT):
    • EBA consultation on guidelines for tackling de-risking.
    • EBA consultation on guidelines on AML/CFT risk-based supervision.
    • Financial Action Task Force (FATF) consultation on Recommendation 8 on non-profit organisations with regard to money laundering and terrorist financing.
    • EBA publication of its expanded AML/CFT supervisory guidance for AML/CFT supervisors of cryptoasset service providers (CASPs).
    • Regulation (EU) 2023/1113 of the European Parliament and of the Council of 31 May 2023 on information accompanying transfers of funds and certain crypto-assets and amending Directive (EU) 2015/849.
    • Royal Decree 609/2023 of 11 July creating the Central Registry of Royal Titles and approving its Regulations.

■ Strategic events

The so-called "strategic events" are the most relevant occurrences that may result in a medium-term material impact on the Group. Only events that are not yet materialised and do not form part of the Corporate Risk Catalogue but to which the Entity's strategy is exposed are considered, even if the severity of their impact can be mitigated through management. If a strategic event occurs, the impact may be on one or more of the risks of the Catalogue simultaneously.

The most relevant strategic events currently identified are detailed here, with a view to better anticipate and manage their effects:

Shocks stemming from the geopolitical and macroeconomic environment

Significant and persistent impairment of macroeconomic perspectives, and increase of risk aversion in financial markets. For example, this could be the result of: escalation of war in Ukraine, the Middle East, or the outbreak of other conflicts, prolongation and intensification of inflationary tensions, longer than expected interest rate hikes, other global geopolitical shocks, domestic political factors (e.g. territorial tensions, populist governments and social protests), a strong resurgence of the pandemic, and renewed tensions within the eurozone that would rekindle risks of fragmentation. Possible consequences: rise of the country risk premium (cost of financing), pressure on costs (due to inflation), reduction of business volume, a worsening of credit quality, deposit withdrawals, material damages to offices or impeded access to corporate centres (due to protests or sabotage due to social unrest).

Mitigating factors: the Group understands that such risks are sufficiently managed by its levels of provisions, solvency and liquidity, validated by compliance with both external and internal stress exercises, and reported in the annual internal capital and liquidity adequacy assessment processes (ICAAP and ILAAP, respectively).

New competitors and application of new technologies

There is an expectation that the competition of newcomers will moderately increase, such as fintech companies (e. g. digital banks), as well as big tech companies and other players with disruptive proposals or technologies due to reduced investment and difficulties in accessing capital. This could lead to intense disaggregation and the disintermediation of part of the value chain, which in turn could lead to an impact on margins and cross-selling, given that we would be competing with more agile, flexible companies with generally low-cost proposals for the consumer. All of this could be exacerbated if the regulatory requirements applicable to these new competitors and services were not the same as those in place at present for credit institutions.

Nevertheless, the new interest rate environment has squeezed investment in fintech firms and put a greater focus on their profitability, shrinking the ability of many fintech firms to pursue aggressive growth strategies. Furthermore, this new context is putting the BNPL (Buy Now Pay Later) business model to the test by raising funding costs, which are putting pressure on the profits of these companies. However, the interest rate hikes also foster the emergence of commercial deposit-taking offers by digital banks with a banking licence, which could help them to broaden their customer base. As for bigtech firms, they continue to expand their positioning in parts of the value chain of financial institutions in other jurisdictions.

Alongside the developments of new entrants, there are also initiatives driven by regulatory authorities that could facilitate the entry of other players into the financial business. One such initiative is the launch of a digital euro, which, pending a specific design, could allow non-bank players to intermediate the management of digital euro portfolios. Other examples are the PSD3 and Open Finance legislative proposals, which will facilitate sharing financial data with third parties.

With regard to new technologies, it is worth highlighting recent advances in generative artificial intelligence, a technology that can drive competitor growth, cost reduction and new ways of engaging with customers. Its degree of application can lead to competitive advantages or disadvantages.

Mitigating factors: the Group considers new entrants to be low risk as they are not only a potential threat but also an opportunity for collaboration, learning and stimulus to meet the objectives of digitalisation and business transformation established in the Strategic Plan. For this reason, the Group periodically monitors the evolution of the main newcomers and the big tech movements within the industry. Furthermore, an internal sandbox space has been in place since 2020 to technically analyse —in a streamlined and secure way— the solutions of certain fintechcompanies with which there are partnership opportunities.

The Group also has Imagin as a first-rate value proposal that it will continue to leverage. Regarding competition from big techs, the Group is committed to improving the customer experience with the added value of the Group's social sensitivity (bits and trust), as well as exploring possible collaborative approaches (open banking) and entering into agreements in certain cases (e. g. Apple, PayPal).

With regard to the use of generative artificial intelligence, CaixaBank has already set up a task force to look into different applications.

Cybercrime and data protection

Cybercrime evolves criminal schemes to try to profit from different types of attacks. In this regard, the dissemination of new technologies and services that the Group makes available to customers entails easier access to cybercrime, and thus makes their criminal operations more sophisticated. This constant evolution of criminal vectors and techniques puts pressure on the Group to constantly reassess the model for preventing, managing and responding to cyberattacks and fraud in order to be able to respond effectively to emerging risks. An example of this is the adoption of generative artificial intelligence by cybercriminals in order to be more efficient and effective when constructing and executing their attacks and fraud attempts, to which the Group is responding with new security capabilities and strategies.

The constant campaigns to impersonate different companies and official bodies have made it possible for cybercriminals to materialise certain cybersecurity events in many organisations. In parallel, regulators and supervisors in the financial field have escalated the priority of this field. More specifically, the ECB has announced that a cybersecurity resilience exercise will be conducted in 2024. Taking into account the global context, existing threats regarding cybersecurity and recent attacks received by other organisations, these events on the Group's digital environment could pose serious impacts of a different kind, notably including mass data corruption, the unavailability of critical services (e. g. ransomware), attacks on the supply chain, the leaking of confidential information or fraud on digital service channels. Should these impacts directly related to banking operations occur, they could entail significant sanctions by the competent organisations and potential reputational damage for the Group.

Mitigating factors: the Group is also well aware of the importance and extent of the existing threat at this time, and thus it constantly reviews the technological environment and applications relating to the integrity and confidentiality of information, in addition to systems availability and business continuity, through planned reviews and ongoing auditing by monitoring the risk indicators defined. Additionally, the Group keeps security protocols and mechanisms up to date in order to adapt them to the threats of the current context (e.g. generative artificial intelligence), continually monitoring emerging risks. The evolution of security protocols and measures are included in the strategic information security plan, in line with the Group's strategic targets to remain at the forefront of information protection and in accordance with the best market standards.

Changes to the legal, regulatory or supervisory framework

The risk of increased pressure from the legal, regulatory or supervisory environment is one of the risks identified in the risk self-assessment that could entail a higher impact in the short-medium term. Specifically, we have observed a need to continue to uphold constant monitoring of new regulatory proposals and their implementation, given the high activity of legislators and regulators in the financial sector.

Legislative initiatives in the European legislative pipeline include the revision of Basel III, the reform of the bank crisis management and deposit insurance (CMDI) framework and the money laundering regulatory framework. As regards ESG aspects, of particular note are more stringent reporting requirements (e. g. the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD) and the increased supervisory pressure in managing these risks g. the ECB's supervisory review of institutions' practices in managing environmental risks). These are in addition to the proposed digital euro and European digital identity regulations and legislative proposals on financial data sharing with third parties (e. g. PSD3, Open Finance).

Mitigating factors: The regulations that affect the Group are controlled and monitored, with the support of an external provider to carry out a double control of said regulations. The Regulatory Implementation Management team carries out the centralised control of effective regulatory implementation in the Group's companies. Regulatory implementation processes are submitted to each of the relevant internal committees (e.g. to the Transparency Committee for the adaptation of the new regulation on contracts, rules, policies and internal procedures). The status and evolution of the implementation is reported to the Risk Committee on a regular basis. Furthermore, given the increase in legislative activity, relations with the authorities has been intensified in order to anticipate possible new legislative initiatives and, in turn, to be able to represent and convey CaixaBank's interests to the authorities in an efficient manner.

Extreme events and high impact operational incidents

It is not known what the exact impact of extreme events will be, such as future pandemics or environmental events, for each of the risks of the Catalogue, which will depend on uncertain future events and developments, including actions to contain or treat the event and curb its impact on the economies of affected countries. Taking COVID-19 as a reference, there may be high volatility in the financial markets, with significant crashes. Furthermore, macroeconomic perspectives may get significantly worse and with notable volatility in the prospective scenarios.

Mitigating factors: capacity for effective implementation of management initiatives to mitigate the effect on the risk profile caused by the deterioration of the economic environment in case of an extreme operational event, as is the specific case of COVID-19.

3.2 RISK GOVERNANCE, MANAGEMENT AND CONTROL

CaixaBank aims to maintain a medium-low risk profile, a comfortable level of capital, and ample liquidity measures in line with its business model and the risk appetite established by the Board of Directors.

As part of the internal control framework and in accordance with the Corporate Global Risk Management Policy, the CaixaBank Group has a risk management framework that enables it to make informed risk-taking decisions, consistent to the objective risk profile and the level of appetite approved by the Board of Directors. This framework comprises the elements described below:

3.2.1. Internal control framework

The internal control framework is the set of strategies, policies, systems and procedures that exist across CaixaBank Group to ensure prudent business management and effective and efficient operations. It is implemented through:

  • The appropriate identification, measurement and mitigation of risks to which the Group is or could be exposed.
  • The existence of comprehensive, pertinent, reliable and relevant financial and non-financial information
  • The adoption of solid administrative and accounting procedures
  • The compliance with regulations and requirements in terms of supervision, codes of ethics and internal policies, processes and standards

This is integrated into the Group's internal governance system, is aligned with the business model and is in line with: i) the regulations applicable to financial institutions; ii) the EBA Guidelines on Internal Governance, of 21 July 2021, which develops the internal governance requirements established in Directive 2013/36/EU of the European Parliament; iii) the recommendations of the CNMV in this respect and iv) other guidelines on control functions applicable to financial institutions.

The guidelines for the Group's Internal Control Framework are set out in the Internal Corporate Control Policy and are structured around the "three lines of defence" model.

First line of defence

The first line of defence comprises the business lines and units, together with the areas providing support, that give rise to the exposure to risks in the performance of the Group's activities. It assumes risks based on the Group's risk appetite and authorised risk limits and policies and procedures in force and is responsible for managing these risks. They are therefore responsible for developing and maintaining effective controls over their businesses, and for identifying, managing, measuring, controlling, mitigating and reporting the main risks that arise throughout their activity.

The business lines and support departments integrate control in their daily activities as a basic element that reflects the Group's risk culture.

These functions may be embedded in the business units and support areas. However, when required due to the level of complexity or intensity, specific specialist control units are set up to ensure that the risks are handled in an effective manner.

Second line of defence

It comprises the risk management and compliance functions. They in charge, inter alia, of:

  • Preparing risk management and control policies aligned with the Risk Appetite Framework (RAF) in coordination with the first line of defence, assessing their subsequent fulfilment.
  • Identifying, measuring and monitoring risks (including emerging risks), contributing to the definition and implementation of risk, process risk and control indicators.
  • Regular monitoring of the effectiveness of first line of defence indicators and controls, as well as second line of defence indicators and controls.
  • Following up control weaknesses that are identified, as well as establishing and implementing Action Plans.
  • Issuing an opinion on the suitability of the risk control environment.

The activities of the second line of defence, in the same way as i) the identified weaknesses, ii) the monitoring of action plans and iii) the opinion on the adequacy of the control environment in the Group, are regularly reported to the bodies responsible for the control environment, following the established hierarchy, as well as to supervisory bodies.

Risk management function

67 CAIXABANK GROUP

2023 Financial Statements

In addition to identifying, defining assumption limits, measuring, monitoring, managing and reporting on the risks within its scope of responsibility: i) it ensures that all risks to which the Group is, or may be, exposed are identified, assessed, monitored and controlled adequately; ii) it provides the Governing Bodies with an aggregated vision of all the risks to which the Group is, or may be, exposed, including an aggregated view of the operational control environment of the risk processes; iii) it monitors the risk generating activities, assessing their alignment with the approved risk tolerance and ensuring the prospective planning of the corresponding capital and liquidity needs in normal and adverse circumstances; iv) it monitors compliance with the risk appetite limits approved by the Board of Directors; and v) validates and controls the appropriate functionality and governance of the risk models, verifying their suitability in accordance with the regulatory uses.

At CaixaBank, the risk management function is carried out by the Corporate Risk Management Function & Planning and Compliance, Control and Public Affairsdivisions.

The responsibilities of the Corporate Risk Management Function & Planning directorate include the corporate coordination of the risk management function in CaixaBank Group; the direct exercise of the functions of second line of defence for risks of a financial nature, as well as being responsible for determining the general risk management framework and other common aspects for financial and non-financial risks, and the crosscutting coordination of the risk management of the various Group companies. The Corporate Risk Management Function & Planning Director is responsible for CaixaBank Group's risk management function and, therefore, complies with the compliance of the supervisor's requirements in this matter and performs the functions allocated to this position by the applicable regulations.

Furthermore, the Directorate of Compliance, Control and Public Affairs directly exercises the second line of defence functions for non-financial risks; the cross-cutting function of promotion, coordination and governance of the operational internal control activity in all the Entity's risks, the reliability of information and model validation.

Compliance function

The mission of the compliance function is to identify, evaluate, supervise and report on the risks of sanctions or financial losses to which the Group is exposed as a result of the breach of or defective compliance with laws, regulations, legal or administrative requirements, codes of conduct, ethical standards or good practices, relating to the scope of action and in reference to the legal and regulatory risk and conduct and compliance risk (together "Compliance Risk"); as well as advise, inform and assist the senior management and the governance bodies in relation to regulatory compliance, promoting a culture of compliance throughout the organisation by way of training actions, information and raising awareness.

Accordingly, the mission of the compliance function is articulated through the following objectives:

  • The supervision of the Compliance Risk derived from the processes and activities carried out by the Entity.
  • Fostering, championing and promoting the corporate values and principles enshrined in the Code of Ethics that guide the Bank's actions.

Promoting a culture of control and compliance with the law and with all rules and regulations in force (both external and internal) so as to help ensure that they are known and respected across the entire organisation.

The compliance function is performed by the Compliance Division, which reports to the Compliance, Control and Public Affairs Division. It is an autonomous function, and thus has sufficient initiative to undertake its duties without the need to receive specific instructions from other departments or act at their behest. The function is also corporate in nature, meaning that CaixaBank coordinates and supervises the compliance model for subsidiaries with a function and centralises the compliance function for subsidiaries without a dedicated team.

The compliance function reports on a regular basis to the Governing Bodies and supervisory bodies (Bank of Spain, Executive Service of the Commission for the Prevention of Money Laundering and Monetary Offences SEPBLAC, Treasury, CNMV and other bodies).

The management model of the compliance function has two main pillars: the compliance risk taxonomy and the three lines of defence model. The function is served by the following key elements to ensure an adequate coverage of Compliance Risk: compliance programme, annual compliance plan and monitoring of gaps (control deficiencies or breaches of regulations) identified and of the action plans to mitigate them. Furthermore, the function carries out advisory activities on the matters that fall under its responsibility, and carries out actions to foster the culture throughout the organisation (training, awareness-raising and corporate challenges.

In accordance with CaixaBank's Corporate Internal Control Policy, the compliance function is responsible for supervising the following risks from among those included in the Corporate Risk Catalogue:

  • Conduct and Compliance
  • Legal and regulatory

The subcategories that make up this Compliance Risk Taxonomy are subject to annual review by the Global Risk Committee.

Integrity of conduct and compliance with internal regulations by all members of the organisation are the essential pillars of the activity provided by CaixaBank. It is therefore essential to provide staff with mechanisms to help detect possible conduct that should be prevented/corrected.

In 2023 and as a result of the adaptation of Law 2/2023, CaixaBank has implemented the Internal Information System (IIS), for reporting actions or omissions that may constitute breaches of European Union Law and those that may constitute a serious or very serious criminal or administrative offence.

As a result of CaixaBank's undertaking to foster best practices, in 2023 it renewed its certifications for the ISO 37301 Standard for compliance management systems, ISO 37001 Standard for anti-bribery management systems and UNE 19601 Standard for criminal compliance management systems in particular.

Furthermore, certification processes linked to the abovementioned standards were undertaken at various Group companies.

Third line of defence

Internal Audit, as an independent and objective assurance and consulting function, serves as a third line of defence, supervising the actions of the first and second lines of defence with the aim of providing reasonable assurance to Senior Management and the Governing Bodies.

In order to establish and preserve the function's independence, Internal Audit Management functionally reports to the Chair of the Audit and Control Committee, without prejudice to the fact that it must report to the Chairman of the Board of Directors for the due compliance of duties.

Internal Audit has a rule book governing how it operates, which has been approved by the Board of Directors. It establishes that it is an independent and objective assurance and consultation function, established to add value and improve operations. Its objective is to provide reasonable assurance to Senior Management and the Governing Bodies with regard to:

■ The effectiveness and efficiency of internal control systems in offsetting the risks associated with the Group's activities.

  • Compliance with the legislation in force, with special attention to the requirements of supervisors and the suitable application of the global management and risk appetite frameworks defined.
  • Compliance with internal policies and regulations, and alignment with best practices and uses in the sector, for adequate internal governance of the Group.
  • The reliability and integrity of financial, non-financial and operational information, including the effectiveness of the Internal Control Systems on financial and non-financial reporting (SCIIF and SCIINF).

Its main supervisory functions include:

  • The adequacy, effectiveness and implementation of policies, regulations and procedures.
  • The effectiveness of controls.
  • Adequate measurement and monitoring of first line of defence and second line of defence indicators.
  • The existence and correct implementation of action plans to remedy shortcomings in controls.

■ The validation, monitoring and assessment of the control environment by the second line of defence. Its duties also include:

  • Preparing a multi-year Strategic Internal Audit Plan aligned with that of the Entity, and preparing the multi-year Annual Audit Plan based on risk assessments, which includes regulatory requirements and tasks and projects requested by Senior Management and the Audit and Control Committee. In that regard, the 2023 Annual Audit Plan has focused on six particularly relevant fields: cybersecurity, journey to cloud (migration of technological infrastructures to IBM Cloud), ASG - Greenwashing, macroeconomic scenario with rising interest rates, human capital, and monitoring of developing regulations, such as DORA (Digital Operational Resilience Act), artificial intelligence and MiCA (Markets in Crypto Assets Regulation).
  • Reporting regularly on the conclusions of the work carried out and shortcomings identified to Governing Bodies, Senior Management, external auditors, supervisors and other applicable control and management areas.
  • Adding value by proposing recommendations to address weaknesses detected in reviews and monitoring their implementation by the appropriate centres.

3.2.2 Governance and organisation

Below is the organisational diagram in relation to the governance of risk management:

3.2.3 Strategic risk management system

The goal of strategic risk management processes is to identify, measure, monitor, control and report on risks. To this end, the processes include three key elements, which are developed below: risk assessment (identification and evaluation), the risk catalogue (taxonomy and definition) and the risk appetite framework (monitoring).

The result of strategic processes is reported at least annually, first to the Global Risk Committee and then to the Risk Committee, before finally being submitted to the Board of Directors for approval.

Identification and risk assessment

The Group conducts a risk profile self-assessment process every six months, seeking to:

  • Identify and assess inherent risks assumed by the Group in its environment and business model.
  • Make a self-assessment of its risk management and control capacity, as a tool to help detect best practices and weaknesses in relation to risks.

This process makes it possible to determine the status of each of the material risks identified in the Corporate Risk Catalogue and, also taking into account the internal governance assessment, to determine the Group's risk profile.

The Risk Assessment is one of the main sources for identifying the following:

  • Emerging risks: a risk whose materiality or importance for the institution is increasing to the extent that it could be included directly in the Corporate Risk Catalogue.
  • Strategic events: the most relevant occurrences that may result in a medium-term material impact on the Group. Only events that are not yet materialised and do not form part of the Catalogue, but which the Entity's strategy is exposed to are considered, even if the severity of their impact can be mitigated through management. If a strategic event occurs, the impact may be on one or more of the risks of the Catalogue simultaneously.

Corporate Risk Catalogue

The Corporate Risk Catalogue is the Group's risk taxonomy. It facilitates monitoring and the internal and external reporting of risks and consistency across the Group and is subject to regular review (at least on an annual basis). This update process also evaluates the materiality of the emerging risks previously identified in the Risk Assessment process and covers the definition of strategic events.

The definition of each risk is set out below:

Risks Description
Transversal
risks
Business
profitability
Results achieved that are below market expectations or the Group's targets and that ultimately impede the
Group from reaching a sustainable level of profitability that exceeds the cost of capital.
Own funds and
solvency
Restriction of the CaxaBank Group's ability to adapt its volume of own funds to the regulatory demands or
to modify its risk profile.
Model Potential adverse consequences for the Group that could arise as a result of decisions based primarily on
the outcome of internal models that are incorrectly built, applied or used.
Reputational Potential financial losses or reduced income for the Group, as a result of events that neqatively affect the
perception that stakeholders have of the CaixaBank Group.
Financial risks Loans and of
advances
Loss of value of the assets of the CaixaBank Group due to a customer's impaired ability to make good on its
commitments to the Group. It includes the risk generated by financial market operations (counterparty risk).
Actuarial Risk of a loss or adverse change to the value of the commitments assumed through insurance or pension
contracts with customers or employees due to the differences between the estimate for the actuanal
variables used in the tariff model and reserves and the actual performance of these.
Structural rate Negative impact on the economic value of the balance sheet's items or on the financial margin due to
changes in the temporary structure of interest rates and its impact on asset and liability instruments and
those outside of the Group's balance sheet not recorded in financial assets held for trading.
Funding and
liquidity
Risk of insufficient liquid assets or limited access to market financing to meet contractual maturities of
liabilities, regulatory requirements, or the investment needs of the Group.
Market Loss of value, impacting on performance or solvency, of a portfolio (set of assets and liabilities), due to
unfavourable movements in prices or market rates.
Operational
risk
Conduct and
Compliance
The application of conduct criteria that run contrary to the interests of customers and stakeholders, or acts
or omissions that are not compliant with the legal or requlatory framework, or with internal codes and rules,
or with codes of conduct and ethical and good practice standards.
0
Legal and
regulatory
The potential loss or decrease in the profitability of the CaixaBank Group as a result of changes in the
legislation, of the incorrect implementation of this legislation in the CaixaBank Group's processes, of the
inappropriate interpretation of the same in various operations, of the incorrect management of court or
administrative injunctions, or of the claims or complaints received.
Technology Losses due to the unsuitability or failures of the hardware or technological infrastructures, due
to cyberattacks or other circumstances, which can compromise the availability, integrity, accessibility and
security of infrastructure and data.
Other
19
operational
risks
Losses or damages caused by errors or faults in processes, due to external events, or actions of third partes
outside the Group, whether accidentally or intentionally. It includes, among others, risk factors related to
outsourcing, operational continuity or external fraud.

The most relevant amendment of this year's review is:

■ Model risk is now classified as a cross-cutting risk (previously considered purely operational), given that its management and materialisation is directly linked to the other risks in the catalogue. This change in the presentation of model risk has no impact on risk management or measurement.

With respect to sustainability risk (ESG), it continues to consider a transversal factor with an impact on several risks in the Catalogue (credit, reputational and other operational risks), also adding mentions of climate change and other environmental risks in the definitions of legal and regulatory risk. Liquidity and market risks are not specifically mentioned given the low level of materiality applicable to them. However, in any case it has been assessed that the stress tests conducted are of sufficient magnitude to include impacts in these areas of climatic origin.

ESG risk factors

Sustainability risks (ESGs) are classified into three categories: Environmental, Social and Governance. Environmental risks include climate risks and other non-climatic environmental risks, such as risks arising from nature (loss of biodiversity, deforestation, pollutants, etc.).

The consideration of sustainability risks (ESG) as a cross-cutting factor is also the approach adopted by the majority of financial institutions and regulators/supervisory bodies.

Climate risks in particular are highly complex to measure. Thus, the materiality analysis is focused on the qualitative assessment of the main impacts that ESG factors can have on the traditional risks, such as credit, liquidity, market, operational, reputational and business risks, in the various portfolios. Furthermore, the qualitative analyses have been complemented by quantitative analyses that have confirmed the qualitative conclusions. Nevertheless, in light of the current state of advancement of quantification methodologies and existing data, these exercises are expected to continue to evolve in order to provide increasingly refined results.

The climate risk materiality assessment is based on climate change scenarios and takes into account various time horizons. In line with supervisory expectations, CaixaBank has taken into account in its assessment the following climate scenarios laid down by the Network of Central Banks and Supervisors for Greening the Financial System (NGFS): i) orderly transition; ii) disorderly transition and iii) hot house world. Out of the three scenarios identified, the orderly transition scenario has been selected as the base scenario for the materiality assessment, given that it is consistent with the commitments assumed by CaixaBank and is currently still the most likely scenario in the European Union framework.

In a scenario of an orderly transition, the main impacts of climate risk relate to the long term in legal persons' credit portfolios, whereas the impact on the financial risks is lower or circumstantial.

In addition, an assessment has also been carried out of the materiality of risks arising from nature. We consider that nature can impact credit risk through 5 drivers:changes in land use, use and exploitation of natural resources, climate change, pollution and invasive species At present, the Entity places particular importance on this analysis given the close relationship with climate change and the transition towards a decarbonised economy.1 .

To perform this analysis, we have used a methodology similar to that used to analyse climate risks, in which a distinction is made between physical and transitional risks, related respectively to the direct impact of damage to nature and the fight to avoid it. Both kinds of risks have an impact on the main prudential risks and it is considered that the main impacts of other environmental risks are concentrated in the medium and long term in the portfolios of legal entities, alongside reputational risks.

Based on the assessment of the materiality of ESG risks in their interrelationship with traditional risks, the phased deployment of ESG risk management at CaixaBank has prioritised climate risks. In future phases, a more in-depth analysis will be conducted on nature-related risks, which are, however, already being actively managed through various levers.2

Risk Appetite Framework

The Risk Appetite Framework (RAF) is a comprehensive and forward-looking tool used by the Board of Directors to determine the types and thresholds of risk (risk appetite) it is willing to assume in achieving the Group's strategic objectives.3 . These objectives are formalised through qualitative statements in relation to the risk appetite, expressed by the Board of Directors, and the metrics and thresholds that allow for the development of the activity to be monitored for the different risks of the Corporate Catalogue.

To determine the thresholds, as applicable, the references taken into account are current applicable regulatory requirements, historical developments and standardised and structural approaches, and strategic objectives with a sufficient additional margin to allow for early management to prevent non-compliance.

1 See the "Environment and climate" section of the Consolidated Management Report for more information on the transition to a decarbonised economy (Net Zero Banking Alliance).

2 Please refer to the "Management of sustainability risks" section of the Consolidated Management Report for further information on climate change risks to the Group's financial position.

3 It is important to note that the objectives are not only reflected in risk tolerance levels, but the RAF also includes minimum risk appetite statements, such as the monitoring of tax risk as part of the legal risk included in the Corporate Risk Catalogue.

31 December 2023

3.2.4. Risk culture

The risk culture within the Group encompasses the conduct and attitudes towards risk and its management by employees, reflecting the values, objectives and practices shared by the entire Group, and it is integrated into management through its policies, communication and staff training.

This culture influences employees' management decisions in their day-to-day work to prevent any behaviour that could unintentionally increase risks or lead to unacceptable risks. It is based on a high level of risk awareness and risk management, a robust governance structure, open and critical dialogue across the organisation, and the absence of incentives for unwarranted risk-taking.

Thus, actions and decisions involving an assumption of risk are:

  • Aligned with the Group's corporate values and basic principles of action.
  • Aligned with the Group's risk appetite and risk strategy.
  • Based on exhaustive knowledge of the risks involved and how to manage them, including environmental, social and governance factors.

The risk culture includes, inter alia, the following elements:

Liabilities

CaixaBank's Board of Directors is responsible for establishing and supervising the implementation of a solid and diligent risk culture in the organisation, which promotes conduct in line with risk identification and mitigation. Furthermore, they shall examine the impact of such a culture on the financial stability, risk profile and appropriate governance of the entity and make changes where necessary.

All employees must be fully aware of their responsibility towards risk management. This risk management that is not the sole responsibility of risk experts or internal control functions. The business units are primarily responsible for the day-to-day management of risks in compliance with the bank's policies, procedures and controls and will promptly report, within or outside the bank, any cases of non-compliance identified.

Communication

CaixaBank's management assists the governing bodies in establishing and communicating the risk culture to the rest of the organisation, ensuring that all members of the organisation are aware of the fundamental values and associated expectations in risk management, an essential element for maintaining a robust and coherent framework aligned with the Group's risk profile.

In this regard, the Risk Culture project, aiming to raise awareness of the importance of all employees in risk management (credit, environmental, etc.) in order to be a solid and sustainable bank, has marked a turning point in the dissemination of the risk culture throughout the Entity. Various actions intended to raise awareness of the risk culture among all CaixaBank employees within the framework of this project, by publication on the intranet, as well as other places, of news related to risk projects.

In 2023, news items were published on the intranet's risk information channel covering the most relevant projects, generic risk management concepts and information on the activities organised for teams and participation in various events. Over 130 news items were published through this channel in 2023, prompting reactions and feedback. Among these projects, explanations were given of the project to transform delinquency and recoveries, the new circuits for financing micro and small enterprises and the new tool for managing admissions policies. The "virtual café" initiative was also implemented, offering thematic meetings on different aspects of risk management, including presentations imparted by the different Risk divisions. Also noteworthy among the management concepts is the "Risk wiki" initiative, which provides information on the various acronyms and key concepts used in risk management. Lastly, among the team activities in 2023, the news channel was used to sum up the monthly informative meetings held with the entire team, the sessions on the evolution of the economy and participation in external events.

The channel is also used to publish various kinds of interviews to present the members of the different teams and their functions in the area.

Furthermore, the corporate risk intranets (business and retail) comprise a dynamic environment for directly communicating key updates in the risk environment. They are notable for their content on news, institutional information, sector information, training and FAQs.

Training

Training is a key mechanism in the Group through which the risk culture is instilled, ensuring employees have the appropriate knowledge and skills to perform their duties in full awareness of their responsibility for risk-taking to achieve the Group's risk objectives. To that effect, CaixaBank provides regular training according to employees' duties and profiles, in line with the bank's business strategy to ensure they are aware of the bank's risk management policies, procedures and processes, including a review of changes in the applicable legal and regulatory frameworks.

In the area of Risks, the Entity defines the content of all training for functions supporting the Board/Senior Management covering specific matters that help high-level decision-making, as well as the rest of the organisation's functions, especially as regards branch network personnel. This is carried out to ensure: communication of the RAF throughout the whole organisation; the decentralisation of decision-making; the updating of risk analysis competencies; and optimisation of risk quality.

The Group structures its training programme through the Risk School. It sees training as a strategic tool to provide support to business areas, whilst providing a conduit for disseminating the Group's risk policies, providing training, information and tools for all of the personnel. The proposal comprises a training calendar for specialising in risk management, which will be linked to the professional development of all employees, from Retail Banking staff to specialists in any field.

In addition, specialised training was delivered to the Risk Admission teams on subjects such as financial derivatives and risk adjusted return (RAR). For the SME Store professionals group, courses have been offered on financial and economic balance sheet analysis criteria and their application in practical cases.

The figures for the Group's main training initiatives in the field of promoting risk culture are as follows:

Risk training and culture

Course Title Group trained No. people (accum.)
Postgraduate Diploma in
Banking Risk Analysis (8th
edition and 4rd
retail
business edition)
University
diploma
Business network branch deputy managers and
managers and other stakeholders who, given their role,
may be involved in approving loans or may require in
depth knowledge of risk
600 on-going for
Business (Employees
certified: 2,263 in
retail
and 734 businesses)
Specialist training in risks
for AgroBank branches
Speciality Employees that make up the AgroBank branch network 2,108
Specialist training in risks
for Private Banking
branches
Speciality Employees that make up the Private Banking network 684
Training in Property Credit
Contract Act 5/2019
Certificate of
specialisation
from Pompeu
Fabra University
— BSM
A refresher course on the new act 5/2019 intended for
employees that comprise the Retail, Business and Risk
network
29,167
Training in document
compliance and data
quality
Internal training Aimed at all employees to improve awareness of risk
aspects such as document integrity and the quality of
data entered into the systems
27,724
Basic course on economic–
financial analysis
Internal training Intended for the
and company centre network
retail
collective, including
Welcome Business Bank
(
Welcome
)
Banca Empresas
500
Risk Management and
Company Banking Circuits
training
Internal training A specific training course on risk policies and circuits
has been developed for the group of professionals in
the risk department arising from the merger with
Bankia
645
Micro-enterprise welcome
training
Internal training Employees managing micro-enterprises 209
Risk-Adjusted Return (RAR) Internal training This training has been completed by virtually all of the
business segment between 2020 and 2023
2,092
Economic Groups Internal training Training conducted between 2021 and 2023 aimed at
company risk analysts and company
managers/directors
554

Risk training and culture

Course Title Group trained No. people (accum.)
Higher course in recovery
management
Higher course in
recovery
management -
Universidad
Camilo José Cela
Default team managers 479

Performance assessment and remuneration

The Group seeks to keep the motivation of its employees in line with the risk culture, and with compliance of the risk levels that the Board is prepared to take on. Thus, responsibility for risk management will be embedded, as appropriate, in the duties performed by employees, including their personal goals, performance appraisal and remuneration structures.

Accordingly, there are compensation schemes in remuneration policies that establish adjustments to the remuneration of senior executives and other groups whose activities have a significant impact on the risk profile directly linked to the annual progress of the RAF metrics and which are specified in the Annual Remunerations Report.

3.3 TRANSVERSAL RISKS

3.3.1 Business profitability risk

Business profitability risk refers to obtaining results below market expectations or Group targets that, ultimately, prevent the company from reaching a level of sustainable returns that exceeds the cost of capital.

The profitability targets, based on a financial planning and monitoring process, are defined in the Group's Strategic Plan, for a three-year term, and are specified annually in the Group's budget and in the challenges for the commercial network.

The Group has a Corporate Policy on Business Profitability Risk Management. Management of this risk is founded on four visions of management:

  • Group vision: the overall aggregated return at the level of CaixaBank Group.
  • Businesses/Territories vision: the return from businesses/territories.
    • Financial-accounting vision: the return from different corporate businesses.
    • Commercial-management vision: the return from the management of the CaixaBank commercial network.
  • Pricing vision: the return from setting prices for CaixaBank products and services.
  • Project vision: the return from relevant Group projects.

The risk management strategy for business profitability is closely integrated with the capital adequacy and liquidity management strategy of the Group and is supported by the strategic risk processes (in particular, Risk Assessment and RAF).

3.3.2 Risk of own funds and capital adequacy

The risk of own funds and capital adequacy responds to the potential restriction of the CaixaBank Group to adapt its volume of own funds to regulatory requirements or a change to its risk profile.

The Group has set an objective of maintaining a medium-low risk profile and a comfortable level of capital to strengthen its position. Capital adequacy to cover eventual unexpected losses is measured from two different perspectives and using different methodologies: regulatory capital and economic capital.

Regulatory capital is the metric required by regulators and used by analysts and investors to compare financial institutions. It is governed by Regulation 575/2013 (CRR) and Directive 2013/36/EU of the European Parliament and of the Council (CRD 4) which incorporated the Basel III regulatory framework (BIS III) into the European Union. Whereas the CRR was directly applied in Spain, CRD 4 was transposed to Spanish law through Act 10/2014 on the

arrangement, monitoring and solvency of credit institutions and its subsequent regulatory development through Royal Decree 84/2015 and Bank of Spain Circular 2/2016.

On 27 June 2019, a comprehensive package of reforms to amend the CRR and CRD 4 entered into force: i) Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019 (CRR2) ii) Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 (CRD 5). CRD5 partially incorporated Spanish legislation through Royal Decree Law 7/2021 (amending, inter alia, Act 10/2014). Similarly, Royal Decree 970/2021 amended, among others, RD 84/2015. Lastly, with the approval of Bank of Spain Circular 3/2022, amending Circular 2/2016, CRD V is fully transposed into Spanish law. Similarly, following the transposition to European legislation in 2013, the Basel Committee and other relevant bodies published a series of additional rules and documents containing new specifications for the calculation of capital.

This means that procedures are constantly being updated, and therefore the Group continuously adapts its processes and systems to ensure the calculation of capital consumption and deductions from own funds are fully aligned with the new established requirements.

Meanwhile, the economic capital measures the internal criteria for own funds and capital requirements for all risks derived from its activity. This measure complements the regulatory vision of capital adequacy, allows for it to better offset the risk assumed by the Entity and includes risks that have not been factored in at all or only partially by the regulatory measures. In that regard, in addition to the risks referred to in Pillar I (credit, market and operational risk), it includes others also included in the Corporate Risk Catalogue, (e.g. interest rate risk in the banking book, and liquidity, business profitability and actuarial risk, etc.). This vision is used for i) the self-assessment of capital, subject to presentation and periodical review in the Group's corresponding bodies; ii) as a control and monitoring tool; iii) risk planning and iv) calculating Risk-Adjusted Return (RAR) and Pricing. In contrast with regulatory capital, economic capital is an internal estimate which is adjusted according to the level of tolerance to risk, volume, and type of business activity.

The Group has a Corporate Policy for Own Funds and Capital Adequacy Risk that covers a broad concept of own funds, including both eligible own funds under prudential regulations and eligible instruments for hedging MREL minimum requirements, the purpose of which is to lay down the principles on which capital objectives are determined in CaixaBank Group, as well as to lay down a common set of guidelines in relation to the monitoring, control and management of own funds that allow this risk to be mitigated, among other aspects. Similarly, the main processes comprising the management and control of capital adequacy and own funds risk are as follows: i) ongoing measurement and internal and external reporting on regulatory capital and economic capital through relevant metrics; ii) capital planning in different scenarios (standardised and stress scenarios, including ICAAP, EBA Stress Test and Recovery Plan). Own funds and capital adequacy risk management and control is integrated in the corporate financial planning process, which includes the projection of the Group's balance sheet, income statement, capital requirements and own funds and capital adequacy. All of this is accompanied by monitoring of the capital regulations applicable at present and over the coming years.

For further information on the risk management of own funds and capital adequacy, see Note 4 - Capital Adequacy Management.

3.3.3 Model risk

In the Corporate Risk Catalogue, model risk is defined as the possible adverse consequences for the Group that may arise from decisions founded chiefly on the results of internal models, due to errors in their construction, application or use.

In particular, the subrisks identified under model risk that are subject to management and control are as follows:

  • Quality risk: the potential detrimental impact for the Group due to unpredictable models, either due to defects under construction or for not having being updated over time.
  • Governance risk: the potential detrimental impact for the Group due to the inadequate governance of Model Risk ( g. models not formalised in committees, models with no opinion from the second life of defence, models inventoried incorrectly, etc.).

■ Control environment risk: the potential detrimental impact for the Group due to weaknesses in the control environment of models (g. models with expired recommendations, mitigation plans not implemented, etc.).

The general model risk strategy is based on the following pillars:

  • Identification of the model risk, using the Corporate Inventory of Models as a key element to set the scope of the models. In order to be able to manage model risk, it is necessary to identify the existing models, their quality and how they are used in the Group. For this reason, the CaixaBank Group operates this Inventory where the models have been identified and for which a corporate model has been defined and a homogenous taxonomy has been used that includes, among other attributes, their relevance and an assessment of their quality and the risk assumed as a result of using them.
  • Model governance, addressing key aspects including, but not limited to:
    • Identifying the most relevant phases of a model's life cycle, defining the minimum functions and standards to carry out these activities.
    • The concept of tiering-based management, in other words, the way in which the control and reporting framework of models can be modulated according to the relevance of the model, generally speaking. This attribute conditions the model's control environment, such as the type and frequency of validation, the type and frequency of monitoring, the body that must approve its use, as well as the level of internal supervision and the level of involvement of senior management.
    • Managing changes in models from a transversal perspective and proportional to the type of model, offering the different model owners the most appropriate governance in each case.
    • Laying down Internal Validation standards that guarantee the suitable application of controls for an independent unit to assess a model.
  • Monitoring, using a control framework with a preemptive approach to Model Risk, which makes it possible to keep the risk within parameters laid down in the Group's RAF, by regularly calculating appetite metrics and other indicators specific to model risk.

The main milestones in 2023 included developing a project to implement a new risk management tool, extending the scope of the inventory in terms of subsidiary models and incorporating new types of models, and continuing to advance in the deployment of management in significant subsidiaries, among others.

In 2024, the model risk function will work towards deploying the new model risk tool in CaixaBank divisions and Group companies, in line with its plan to expand the corporate inventory of models, in accordance with the regulatory frameworks for model risk management and the expectations of supervisors and the CaixaBank Group.

3.3.4 Reputational risk

Reputational risk is defined as any potential economic loss or lower revenue for the Group as a result of events that negatively affect the perception that stakeholders have of CaixaBank Group.

Some areas of risk identified by the Group in which such perceptions could be impaired include, among others, the inadequate design and marketing of products, inefficient information security systems, and the need to promote ESG aspects (Environmental, Social and Corporate Governance) in the business, including climate change, talent development, work-life balance, diversity and occupational health.

The risk is monitored using internal and external selected reputational indicators from various sources of stakeholder expectations and perception analysis. The measurement indicators are weighted according to their strategic importance and are grouped in a balanced reputation scorecard that enables a Global Reputation Index (GRI) to be obtained. This metric enables the positioning to be monitored quarterly by sector and time, and the tolerated ranges and metrics to be set in the RAF.

The Group has a specific policy for reputational risk management based on the Company's three lines of defence model, which outlines and extends on the principles governing the management and control of this risk in the Group. It covers the regulatory framework, general principles and strategy governing reputational risk

management, governance framework, control framework and functions, as well as the reporting framework for this risk. Its scope covers all Group companies.

Specifically, the Group's reputational risk management and control strategy includes:

  • The regular identification and assessment of reputational risks, for which there is a specific taxonomy (risk catalogue) and regular assessment and analysis processes (half-yearly risk assessment, regular analysis of perceptions, identification of crisis milestones, studies and market benchmarks).
  • Management and prevention policies and procedures including, besides the creation of the abovementioned policy, the development of the reputational risk culture in all Group companies and internal procedures for reputational crisis management with detection protocols, severity scales, and actions to curtail or eliminate potential negative effects.
  • Risk prevention and fostering of reputation by managing communication channels and dialogue with stakeholders, analysing business operations from this perspective, and developing communication initiatives that strengthen the visibility and recognition of corporate values among stakeholders.
  • Risk monitoring and control through both internal and external indicators, such as RAF reputation metrics, control framework review, regulatory compliance, and the development of regular reputation control and measurement systems.
  • Lastly, regular reporting to the governing bodies, to the Entity's senior management, as well as to the supervisors, for informed decision-making in this area.

3.4 Financial Risks

3.4.1 Credit risk

Overview

Credit risk corresponds to a decrease in value of the Group's assets due to uncertainty about a customer's ability to meet its obligations to the Group. It includes the risk generated by financial market operations (counterparty risk). It is the Group's most significant risk financial activity, based on banking and insurance marketing, treasury operations and long-term equity instruments (shareholder portfolio).

The maximum credit risk exposure of the financial instruments included under the financial instruments headings on the asset side of the balance sheet, including counterparty risk, are set out below:

Maximum exposure to credit risk

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021
Maximum
exposure to
credit risk
Hedge Maximum
exposure to
credit risk
Hedge Maximum
exposure to
credit risk
Hedge
Cash and cash balances at central banks and
other demand deposits (Note 10)
35,443 17,962 101,172
Cash balances at central banks 33,704 16,384 99,574
Other demand deposits 1,739 1,578 1,598
Financial assets held for trading (Note 11) 649 419 606
Equity instruments 303 233 187
Debt securities 346 186 419
Financial assets not designated for trading
compulsorily measured at fair value through
profit or loss (Note 12)
13,385 11,351 237
Equity instruments 13,385 11,295 165
Debt securities 6 5
Loans and advances 50 67
Financial assets at fair value with changes in
other comprehensive income (Note 14)
66,590 64,532 16,403
Equity instruments 1,340 1,351 1,646
Debt securities 65,250 63,181 14,757
Financial assets measured at amortised cost
(Note 15)
444,535 (7,354) 453,585 (7,417) 428,873 (8,274)
Debt securities 80,940 (24) 80,953 (16) 68,220 (14)
Loans and advances 363,595 (7,330) 372,632 (7,401) 360,653 (8,260)
Central banks 63
Credit institutions 11,893 (11) 12,405 (8) 7,814 (8)
Customers 351,702 (7,319) 360,227 (7,393) 352,776 (8,252)
Trading derivatives and hedge accounting (1) 2,982 2,922 4,466
Assets under the insurance business 83,464
Reinsurance contract assets (Note 18) 54 63
TOTAL ACTIVE EXPOSURE 570,878 (7,354) 558,856 (7,417) 635,221 (8,274)
TOTAL GUARANTEES GIVEN AND CONTINGENT
COMMITMENTS (2)
159,585 (446) 162,165 (547) 144,417 (461)
TOTAL 730,463 (7,800) 721,021 (7,964) 779,638 (8,735)

(1) For the purpose of comparison with the different credit risk exposure openings based on the accounting procedures for the preparation of the financial statements, the credit risk exposure of the derivative positions in this table has been determined in accordance with the provisions of Article 274 of the Regulatory Capital Regulation (CRR) on an offsetting group basis.

(2) CCFs (Credit Conversion Factors) for guarantees given and credit commitments amount to EUR 104,600, EUR 110,335 million and EUR 96,458 million at 31 December 2023, 2022 and 2021, respectively.

The maximum exposure to credit risk is the gross carrying amount, except in the case of derivatives, which is the exposure value according to the mark-to-market method, which is calculated as the sum of:

  • Current exposure: the highest value between zero and the market value of an operation or of a portfolio of operations in a set of operations that can be offset with a counterparty that would be lost in the event of nonpayment of the counterparty, assuming that none of the value of the operations will be recovered in the event of insolvency or settlement beyond the collateral received.
  • Potential risk: variation of the credit exposure as a consequence of the future changes of the valuations of operations that can be offset with a counterparty during the residual term until maturity.

Credit risk cycle linked to banking and other activities

The Group gears its lending activity towards meeting the finance needs of households and businesses and providing value-added services, within the medium–low risk profile set as a target in the RAF.

The corporate credit risk management policy, approved by the Board of Directors, lays down the general framework and basic principles that serve as a benchmark and minimum standard for the identification, assessment, approval, monitoring and mitigation of credit risk, as well as the criteria for quantifying the hedging of expected losses from this risk, for both accounting and capital adequacy purposes.

The core principles and policies that underpin credit risk management in the Group are as follows:

  • The credit risk management policy and strategy, as well as the frameworks and limits for controlling and mitigating this risk, are integrated and consistent with the overall risk strategy and appetite.
  • Clear definition and allocation of responsibilities to the different areas participating in the cycle of granting, managing, monitoring and controlling credit risk, in order to guarantee effective management of this risk.
  • The business lines and units that generate credit risk are primarily responsible for managing the credit risk generated by their activities throughout the credit life cycle. Such business lines and units have adequate internal controls to ensure compliance with internal policies and applicable external requirements. The risk management function will be responsible for assessing the adequacy of these controls.
  • The granting is based on the borrower's repayment capability, with an adequate relationship between the income and expenses they assume. In general, guarantees, whether personal or collateral, do not replace a lack of repayment capacity or an uncertain purpose of the transaction.
  • An adequate assessment is conducted both on guarantees and assets received in payment of debt.
  • The pricing system is adjusted to the risk assumed in the transactions, in such a way as to ensure the appropriate relationship of the risk/profitability duality and in which the guarantees act as a mitigation element, especially in long-term transactions.
  • The development of internal models for rating exposures and borrowers, as well as to measure risk parameters for the purposes of consumption of regulatory capital or provisions, ensures the establishment and standardisation of key aspects of these models according to a methodology adapted to suit the characteristics of each portfolio.
  • There is an independent system of internal validation and regular review of credit risk models used for both management and regulatory purposes, for which materiality criteria is applied.
  • There is a monitoring framework that ensures that information on credit risk exposures, borrowers and collateral are relevant and kept up-to-date throughout the life cycle of credit exposures, and external reports are reliable, complete, up-to-date, and drawn up within the established time limits.
  • Accounting classification criteria of operations and for the quantitative assessment of expected losses and capital requirements for credit risk that accurately reflect the credit quality of the assets.
  • The recovery process is governed by the principles of anticipation, objectivity, effectiveness, and customer orientation. The recovery circuit has been designed in such a way as to be articulated based on early detection of the possibility of default and appropriate measures have been provided for effectively claiming debts.

The full credit risk management cycle covers the entire life of the transaction, from feasibility studies and the approval of risks as per established criteria, to monitoring solvency and returns and, ultimately, to processing and recovering non-performing assets. The Corporate Credit Risk Policy lays down the general framework and core principles that primarily pursue consistency with the Group's overall risk appetite and strategy and effective risk management at each stage of the cycle.

Approval and granting

The approval function is the first step in the credit risk management process. Therefore, the application of rigorous methodologies in the application, analysis and approval processes will largely contribute to the successful repayment of transactions. The process for admitting and granting new loans is based on the analysis of the solvency of the parties involved and characteristics of the transaction.

The power system assigns an approval level to certain employees holding a position of responsibility established as standard associated with their position. It is based on the study of four key parameters:

  • ■ Borrower: analysis of the borrower, whether individual or group, should be based primarily on internal knowledge of the customer, experience in previous transactions, asset and liability positions, any information requested from the customer and its profitability.
  • Amount: financial amount applied for plus any risk already granted; this involves calculating the accumulated risk for each of the title holders of the application and, where applicable, their economic group. The amount of the operation is defined through two alternative methods according to the sector to which the operations belong:

  • Product-weighted loss: based on the expected-loss calculation formula, it takes into account the risk appetite according to the nature of each product. This system is used for applications where the principal borrower is a legal person.
  • Nominal: it factors in the nominal amount and guarantees of risk operations. It applies to individuals.
  • Guarantee: the group of assets and/or funds pledged to secure fulfilment of a repayment obligation. However, the risk decision is generally based on the debtor's repayment capacity, not on their guarantees.
  • Term: this refers to the duration of the operations requested, which must be aligned with the purpose. There are specific policies according to the type of operation and its term, which require a higher level of authority for their approval.

There are also other characteristics of the borrower/transaction that modify the level of approval and constitute specific policies or criteria. These policies complement the general study evaluating certain characteristics of the applications or holders, and a level of approval may be assigned for specific risk or to increase or reduce the risk level approval. They take into account aspects such as the rate of effort, monitoring alerts and ratings, and belonging to certain sectors, among other factors. Of particular note in this regard is the consideration of ESG risks, whereby the Environmental Risk Report will determine whether the client complies with the current Corporate Policy on sustainability/ESG risk management, as well as rating the client's environmental and climate change risk; the report diagnosis may modify the general credit risk rating circuit by increasing the minimum level of powers required.

Except those that can be approved at branch level or by the Business Area Manager, the risk of operations can only be approved when countersigned by a business manager and risk manager.

Transactions beyond the powers of the commercial network will be transferred to the appropriate Risk Acceptance Centre (CAR/CARP) according to the type of holder. These approval centres have determined risk approval levels, so that if the level of risk requested to approve an operation does not exceed its authorisation level, it may be approved within its scope. Otherwise the request will be forwarded to the required top-level centre.

In order to facilitate agility in granting, there are risk acceptance centres according to the type of holder:

  • individuals and self-employed workers in a centralised Individuals Risk Acceptance Centre (CARP) in Corporate Services, and
  • legal entities in Risk Acceptance Centres located throughout the country, which manage applications within their power levels and transfer them to specialised Corporate Service centres in the event the application exceeds their powers.

In addition, centrally calculated limits are set for natural persons and for the pre-granting of credit to legal entities in the micro and small enterprise segments for certain products in accordance with defined limits and risk criteria.

In particular, the internal organisation of business risk approvals at Corporate Services has a specialised structure, according to the type of risk and customer segment:

  • Corporate risks: centralises business groups managed by the Corporate Centre and International Branches.
  • Company risk: this encompasses legal entities or groups of companies that are not managed at the Corporate Centre or the International Branches and do not belong to specialised segments (real estate, agri-food, tourism or project finance).
  • Real estate developer risk: covers developers in any segment, regardless of turnover.
  • Real estate risk: includes financing operations for buildings, commercial premises, offices and real estate investment firms, including real estate project finance.
  • Tourism and agri-food risk: covers all companies and business groups that operate in the tourism and food and agriculture sectors. It also includes self-employed professionals in the farming sector.
  • Project Finance: includes all operations presented through the project finance scheme and asset finance operations.
  • Institutional banking: comprises public autonomous or central government institutions, town councils and local national institutions, and members of economic groups or management groups whose representative/parent meets the aforementioned criteria. It also includes private institutions (foundations,

universities, NGOs, religious orders, etc.) managed by Institution Centres located throughout the Spanish territory.

Financial sector and country risk: responsible for the acceptance and management of the country, sovereign, counterparty, financial institution and insurance risk inherent in the financing operations of the various segments.

Lastly, the Standing Loan Committee holds the power to approve transactions on the basis of specific limits both in terms of individual transactions and in terms of cumulative risk with the client or its group and, in general, it holds the power to approve transactions that involve exceptions in their characteristics to those that can be approved in branches and in Risk Acceptance Centres. In the event of exceeding the aforementioned powers, the power of approval lies with the Executive Committee, except for those cases reserved for the plenary session of the Board of Directors.

In order to ensure an adequate level of protection of the banking service customer, there are policies, methods and procedures for studying and granting loans, or responsible lending, as required in Act 2/2011 on Sustainable Economy and Order EHA/2899/2011 on transparency and protection of customers of banking services, or the more recent Property Credit Contract Regulatory Act 5/2019, of 15 March.

For pricing purposes, all the factors associated with the transaction are taken into account, which are essentially the costs of structure, financing and the cost of risk. Furthermore, operations must provide a minimum contribution to capital requirements, which will be calculated net of tax.

Tools related to pricing and RAR (Risk-Adjusted Return) allow the highest standards to be reached in controlling the balance between risk and return, making it possible to identify the factors determining the returns of each customer more easily and, thus, to analyse customers and portfolios in accordance with their adjusted returns.

The business divisions are responsible for approving the prices of the operations. Following on from this, the determination of the prices is subject to a power system focused on obtaining minimum compensation and on establishing margins according to different businesses.

Mitigation of the risk

The Group's credit risk management profile is characterised by a prudent granting policy, at a price in keeping with the conditions of the borrower and suitable hedges/guarantees. In any case, long-term operations must have more robust guarantees due to the uncertainty deriving from the passing of time. These guarantees should never be used to substitute a lack of repayment capacity or an uncertain outcome for the operation.

For accounting purposes, effective guarantees or collateral are collateral and personal guarantees that can be demonstrated as valid as risk mitigators, according to: i) the amount of time required for their enforcement; ii) the ability to realise the guarantees; and iii) the experience in realising the same. The different types of guarantees and collateral are as follows:

  • Personal guarantees or those constituted due to the solvency of holders and guarantors: most of these relate to risk operations with companies in which the collateral provided by the shareholders, irrespective of whether they are individuals or legal entities, is considered relevant. For individuals, collateral is estimated on the basis of asset declarations. Where the backer is a legal entity, it is analysed as the borrower for the purposes of the approval process.
  • Collateral, main types:
    • Pledged collateral: they notably include the pledge of operations of liabilities or the intermediated balances. To be admitted as collateral, financial instruments must, among other requirements: i) be free of liens and charges; ii) their contractual definition must not restrict their pledge; and iii) their credit quality or change in value must not be related to the borrower. The pledge remains in place until the loan matures, it is repaid early, or it is derecognised.
    • Mortgage guarantees on properties. A real right on immovable property given as security for an obligation, on which, according to internal policy, the following is established:
      • The procedure for approval of guarantees and the requirements for drawing up operations, e.g., the documentation that must be supplied by the holders and the mandatory legal certainty of this documentation.

  • The review processes for the appraisals registered, in order to ensure proper monitoring and control of the guarantees. Regular processes are also carried out to check and confirm the appraisal values, in order to detect any anomalies in the procedures used by the valuation companies supplying the Group.
  • The outlay policy, mainly concerning property development and self-development operations.
  • The loan-to-value (LTV) of the operation. The capital to be granted in mortgage operations is limited to percentages of the value of the guarantee, which is defined as the lowest of the appraisal value and the value shown on the official deed or the accredited value of the property. IT systems calculate the level of approval required for each type of operation.
  • Credit derivatives: guarantors and counterparty. The Group occasionally uses credit derivatives, contracted with entities with a high credit level and protected by collateral contracts, to hedge against credit risk.

A breakdown of the guarantees received in the approval of the Group's lending transactions corresponding to its banking activity and other is provided below, specifying the maximum amount of the collateral that can be considered for the purposes of calculating impairment: the estimated fair value of property according to the latest appraisal available or an update on the basis of the provisions of applicable regulations in force. In addition, the remaining collateral is included as the current value of the collateral that has been pledged to date, not including personal guarantees:

Categorisation by stage of the credit investment and affected guarantees * (Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Gross
amount
Allowances
for
impairment
Value of
the
collateral
**
Gross
amount
Allowances
for
impairment
Value of
the
collateral
**
Gross
amount
Allowances
for
impairment
Value of
the
collateral
**
1:
Stage
311,016 (660) 396,629 319,367 (1,342) 419,891 306,212 (966) 427,846
Unsecured loans 159,262 (533) 158,140 (699) 141,600 (600)
Real estate collateral 147,868 (121) 389,515 156,897 (638) 412,919 155,333 (336) 418,973
Other collateral 3,886 (6) 7,114 4,330 (5) 6,972 9,279 (30) 8,873
2 + POCI w/o
Stage
impairment:
28,804 (1,165) 35,403 28,565 (1,368) 37,484 31,440 (1,632) 37,094
Unsecured loans 13,038 (664) 12,929 (679) 14,602 (716)
Real estate collateral 15,487 (492) 34,912 15,245 (675) 36,995 16,093 (884) 36,399
Other collateral 279 (9) 491 391 (14) 489 745 (32) 695
3 + POCI with
Stage
impairment
10,035 (5,490) 10,963 10,086 (4,681) 12,108 12,967 (5,653) 15,291
Unsecured loans 3,990 (2,649) 3,860 (2,301) 4,168 (2,731)
Real estate collateral 5,921 (2,748) 10,911 6,106 (2,300) 12,063 8,648 (2,839) 15,256
Other collateral 124 (93) 52 120 (80) 45 151 (83) 35
TOTAL 349,855 (7,315) 442,995 358,018 (7,391) 469,483 350,619 (8,251) 480,231

(*) Includes loans and advances to customers under the headings "Financial assets measured at amortised cost" (Note 15) and "Financial assets not designated for trading compulsorily measured at fair value through profit or loss" (Note 12).

(**) It reflects the maximum amount of the effective collateral that can be considered for the purposes of the impairment calculation, i.e. the estimated fair value of real estate properties based on their latest available valuation or an update of that valuation based on the applicable standard in force. In addition, the remaining collateral is included as the current value of the collateral that has been pledged to date, not including personal guarantees:

On the other hand, counterparty risk mitigation measures are specified at the end of this section.

Monitoring and measurement of credit risk

The Group has a monitoring and measurement system that guarantees the coverage of any borrower or operation through methodological procedures adapted to the nature of each holder and risk:

86 CAIXABANK GROUP 2023 Financial Statements

31 December 2023

Borrower monitoring processes

The aim is to determine the quality of the risk assumed with the borrower ("Monitoring Rating") and actions that need to be taken according to the result, including the estimation of impairment. The targets of risk monitoring are the borrowers that hold the debt instruments and off-balance sheet exposures that bear credit risk, and the profit or loss is a reference for the future granting policy.

The Credit Risk Monitoring Policy is prepared based on the type and specific nature of the exposure, segregated into differentiated areas, in accordance with the various credit risk measurement methods.

The Monitoring Rating is an assessment of each customer's situation and risks. All borrowers have a monitoring rating which classifies them into one of five categories4 which are, from best to worse: insignificant risk, low risk,

4 The different monitoring rating categories are:

Insignificant risk: all customer operations are performing correctly and there are no indications that call the repayment capacity into question.

Low risk: the payment capacity is adequate, although the customer or one or more of their transactions shows some minor indication of weakness.

Medium risk: there are indications of customer impairment, nonetheless, these weaknesses do not currently put at risk the debt repayment capacity.

moderate risk, medium-high risk or doubtful; and they can be generated manually (in the case of the scope of borrowers under individualised monitoring) or automatically (for the rest).

According to the scope of monitoring and rating relating to the borrowers, monitoring can be:

Individualised: applied to exposures of a significant amount or that have specific characteristics. The monitoring of major risks leads to the issuance of group monitoring reports, concluding in a monitoring rating for the borrowers in the group.

The Group defines individually significant borrowers (Single Names) as those that meet the following thresholds or characteristics5 :

  • Borrowers with an exposure greater than EUR 10 million for two consecutive months or greater than EUR 12 million for one month, meeting at least one of the following criteria:
    • having been refinanced (refinanced risk greater than 5% of total risk),
    • early non-performing loans (defaults in excess of 45 days),
    • with a restrictive approval preventive plan,
    • with an unfavourable rating,
    • with a high PD (or Slotting equal to or worse than Weak if they belong to Specialised Financing segment),
    • with a current monitoring rating of medium risk or lower,
    • with balance sheet impairment,
    • with defaults in other entities,
    • belonging to the Specialised Financing segment and maintaining a debt service coverage ratio of under 1.05 or with deviations of more than 15% of actual revenues compared to projected revenues or if the project is in the process of being restructured.
  • Exposure of over EUR 5 million with non-performing operations (objective or subjective) representing more than 5% of the total risk of the borrower.
  • Borrowers not segmented as Specialised Lending with an exposure greater than EUR 30 million for two consecutive months or greater than EUR 36 million for one month that belong to a group with a risk greater than EUR 300 million or a group with a risk lower than EUR 300 million with a component identified as Single Namein one of the 2 points previously mentioned.
  • Borrowers segmented as a Specialised Lending with a total exposure greater than EUR 50 million.
  • Collective: the ratings are obtained by combining a statistical model, referred to as the Early Alert Model (EAM), the Probability of Default (PD) calibrated with a forward-looking view (consistent with the PD used to calculate the credit risk hedges) and other relevant alerts. Both the EAM and the PD are obtained at least on a monthly basis, and daily in the case of the alerts.

Similarly, the EAM and PD models are subject to the credit risk model corporate policy.

Quantifying and assessing credit risk

Credit risk quantifies losses that might derive from failure by borrowers to comply with their financial obligations, based on two concepts: expected loss and unexpected loss.

No rating: there is insufficient information to assign a monitoring rating.

Medium-high risk: the customer's credit quality has been seriously weakened, although there is no objective evidence of impairment. Further impairment could result in default.

Doubtful: there is objective evidence of sustained impairment or non-performance as regards the customer capacity to meet their obligations.

5 In addition to these borrowers, an individual assessment of the credit loss will be required for operations with a low credit risk, qualified as such as a result of having no appreciable risk, that are nevertheless in a doubtful situation. Applying materiality criteria, the individual estimate of expected losses will be performed whenever a borrower represents an exposure of more than EUR 1 million and more than 20% of that exposure is considered doubtful.

  • Expected Loss (EL): This is the average or mathematical expectation of potential anticipated losses calculated by multiplying the three following factors: probability of default (PD), exposure at default (EAD) and loss given default(LGD).
  • Unexpected loss: potential unforeseen loss caused by variability in losses with respect to the estimated expected loss. It can occur due to sudden changes in cycles or alterations in risk factors, and the dependence between the credit risk for the various debtors. Unexpected losses have a low probability and large amount, and should be absorbed by the Group's own funds. The calculation of unexpected loss is also mainly based on the operation's PD, EAD and LGD.

Credit risk parameters are estimated based on the historical default experience. To do so, the Bank has a set of tools and techniques for the specific needs of each type of risk, described below according to how they affect the three factors for calculating the expected loss:

EAD: an estimate of the outstanding debt in the event of default by the customer. This measurement is significant for financial instruments with a repayment structure that varies according to customer drawdowns (in general, any revolving credit product).

The estimate is based on observing internal default experience, relating the drawdown levels upon default to drawdown levels over the 12 preceding months. To build the model, several variables are considered, such as product type, term to maturity and customer characteristics.

PD: the Group uses management tools covering virtually all of its lending business to help predict the probability of default associated with each borrower.

These tools, implemented in the branch network and the risk monitoring and granting channels, were developed on the basis of NPL experience and include the measurements required to fine-tune the results both to the business cycle, with a view to securing relatively stable measures in the long term and to recent experience and future projections. The models can be classified according to their orientation toward the product or customer:

  • Product-oriented tools are used mainly within the scope of authorisation of new retail banking operations (approval scorings) and take into account the debtor's characteristics, information deriving from the customer relationship, internal and external alerts, as well as the specific characteristics of the operation to determine the probability of default.
  • Customer-oriented tools assess the debtor's probability of default. They comprise behavioural 'scoring' models for monitoring the risk of individuals and ratings or companies.
    • Rating tools for companies are specific according to the segment to which they belong. In particular, an advanced machine learning technique called Gradient Boosting Machine (GBM) is used in the case of micro-enterprises, SMEs and SME developers.
    • As regards large corporates, the Group has models that require the expert judgement of analysts and seek to replicate and be coherent with the ratingsof rating agencies.

The customers are scored and rated on a monthly basis in order to keep the credit rating up-to-date, except for the rating of large corporations, which is updated at least annually or if significant events arise that can alter credit quality. For legal persons, the financial statements and qualitative information is updated periodically to achieve the maximum level of coverage of the internal rating.

LGD: quantifies the unrecoverable debt in the event of customer default.

The historic loss given default is calculated using internal information, taking into account the cash flows associated with contracts from the moment of default. The models allow different LGDs to be obtained based on the guarantee, the LTV ratio, the product type, the borrower's credit rating and, for uses required by regulation, the recessionary conditions of the economic cycle. An estimate is also made of the indirect expenses (office staff, infrastructure costs and similar) associated with the recovery process. In the case of large corporates, loss given default also includes elements of expert judgement, coherent with the rating model.

It is worth noting that the Group considers, through severity, the income generated in the sale of defaulted contracts as one of the possible future flows generated to measure the expected impairment losses of the value of loans and advances. This income is calculated on the basis of the internal information of the sales

<-- PDF CHUNK SEPARATOR -->

carried out in the Group6 . The sale of these assets is considered to be reasonably predictable as a method of recovery, thus, as part of its strategy for reducing doubtful balances, the Group considers portfolio sales as one of the recurring tools. In this regard, an active market for impaired debt exists, which ensures with a high probability the possibility to make future sales of debt7 .

In addition to regulatory use to determine the Group's minimum capital requirements and the calculation of hedges, the credit risk parameters (PD, LGD and EAD) are used in a number of management tools, such as in the risk-adjusted return calculation tool, the pricing tool, the customer pre-qualification tool, monitoring tools and alert systems.

Defining the accounting classification

The accounting classification among the different stages of IFRS 98 among the different Stages of IFRS 9 is defined in the event of a default and/or significant increase in credit risk (SICR) since the operation's initial recognition.

It will be considered that there has been an SICR from the first recognition, whereby these operations are classified as Stage 2, when there are weaknesses that may involve assuming significantly higher losses than expected at the time the loan is granted. To identify it, the Group has the monitoring and rating processes described in ②. Specifically, when the operations meet any of the following qualitative or quantitative criteria, unless they must be classified as Stage 3:

  • i) Operations with amounts that are more than 30 days overdue (but less than 90, in which case they would be classified as Stage3).
  • ii) Operations involving borrowers that are in administration classified as Stage 2. Risks of borrowers declared bankrupt without a liquidation request will be reclassified as Stage 2 when they have fulfilled one of the following conditions:
    • a) The borrower has paid at least 25% of the entity's loans affected by the administration situation, after deducting the agreed write-off, where applicable.
    • b) Two years have passed since the deed of approval of the creditors' agreement was registered in the Companies Register, provided that this agreement is being faithfully complied with and the company's equity and financial situation eliminates any doubts over the amounts owed being fully reimbursed, unless interest charges that are clearly below market rates have been agreed.
  • iii) Operations which can be identified as having registered a SICR on the basis of market indicators/triggers.
  • iv) Operations for which there has been an SICR since the date of initial recognition on the basis of any of the following two criteria9 : a deterioration in its monitoring rating or a relative increase in PD.

Operations that no longer meet the conditions to qualify for Stage 2 will be classified as Stage1.

However, the specific structure of certain operations may mean that under individual analysis it may be determined that there is no significant increase in risk despite the resulting downgrading of the rating of their holders and that, as a result, their rating does not correspond to Stage 2.

Conversely, operations of individually significant borrowers will be classified as Stage 2 if it is determined after an individual analysis that a SICR has occurred.

The refinancing or restructuring of an operation will be deemed to be a rebuttable presumption of the existence of a SICR. Consequently, unless otherwise determined, refinancing, refinanced or restructured operations in the probationary period for which classification as Stage 3 is not applicable will be classified as Stage2.

Refinancing, refinanced or restructured operations that classify as Stage 2 due to failing to proceed to classify them as Stage 3 on the date of refinancing or restructuring or due to having been reclassified from the Stage 3 category, will remain identified as refinancing, refinanced or restructured operations for a probationary period until they meet all the following requirements with a general nature:

After an exhaustive review of the borrower's asset and financial position it is concluded that they are unlikely to have financial difficulties and therefore it is highly probable that they will meet their obligations vis-a-vis the

6 See Note 2.7, in reference to the fact that sales of exposures with a significant increase in credit risk do not compromise the business model of holding assets to receive contractual cash flows.

7 See Note 28.4, detailing the sales of the non-performing and defaulted loan portfolio. 8

See Note 2.7. 9 Unless, for exposures with individually significant borrowers, the individual analysis determines that there has not been any SICR.

entity in both time and form. This analysis of the time and manner of risk recoverability needs to be supported by objective evidence, such as the existence of a payment schedule aligned with the holder's recurrent cash flow or the addition of new guarantors or new effective collateral.

  • A minimum period of two years has elapsed from the date of authorisation of the restructuring or refinancing operation, or, if later, from the date of its reclassification from Stage 3.
  • The borrower has covered all the principal and interest payments from the date of authorisation of the restructuring or refinancing transaction, or, if later, from the date of its reclassification from the nonperforming category. Furthermore, the borrower must have made regular payments of an amount equivalent to the whole amount (principal and interest) due at the date of the restructuring or refinancing transaction, or that were derecognised as a result thereof.
  • There are no contractual clauses that may delay repayments, such as grace periods for the principal.
  • The borrowers must have no other transactions with amounts that are more than 30 days overdue at the end of the trial period.

It will be considered that there has been a default and, therefore, an operation will be classified at Stage 3 when, regardless of the borrower and the guarantee, there is an amount overdue (capital, interests or contractually agreed costs) by more than 90 days, as well as the operations of all other holders when operations with past due amounts of over 90 days account for more than 20% of the amounts pending collection.

Operations classified as Stage 3 due to the customer being non-performing will be reclassified to Stages 1 or 2 when, as a result of charging part of the overdue amounts, the reasons that caused their classification as Stage 3 disappear and there remain no reasonable doubts regarding their full repayment by the holder.

In addition, the following operations will be classified as Stage 3:

  • i) Operations with legally demanded balances.
  • ii) Operations in which the collateral execution process has been initiated.
  • iii) Operations of borrowers who have declared insolvency proceedings or are expected to declare insolvency proceedings where no liquidation petition has been made.
  • iv) Guarantees extended to borrowers that are undergoing insolvency proceedings where the liquidation phase has or will be declared, or that have undergone a significant and irrecoverable loss of solvency, even though the beneficiary of the guarantee has not demanded payment.
  • v) Refinancing, refinanced or restructured operations will be classified as Stage 3 on the refinancing date when the general criteria determining this classification are met or when, in the absence of evidence to the contrary, the following specific criteria exist:
    • An inadequate payment plan.
    • Contractual clauses that delay the repayment of the transaction through regular payments (grace periods longer than two years).
    • Amounts derecognised from the balance sheet as unrecoverable exceeding the hedges resulting from applying the percentages established in the alternative solutions of Annex IX(III) of Circular 4/2017 to Stage 2 transactions.
    • A modification of its conditions that implies changes in the structure of the transaction that result in a reduction of the current value of future flows greater than 1%.
    • Operations that were previously classified as Stage 3.
    • Refinancing, refinanced or restructured operations that having been classified as Stage 3 before the trial period, are refinanced or restructured or that have amounts that are more than 30 days past-due.
  • vi) Operations that have a second-call mortgage guarantee or later when the first-call guarantee operation is classified as Stage 3.
  • vii) Operations in which all of the holders have operations refinanced under a Code of Good Practice.
  • viii) Operations with borrowers who, after an individualised review, pose reasonable doubts regarding full repayment (principal and interest) in the contractually agreed terms.

Unless they are identified as refinancing, refinanced or restructured operations, those classified as Stage 3 for reasons other than the customer being non-performing can be reclassified to Stage 1 or Stage 2 if, as a result of an individualised study, the reasonable doubts regarding their full repayment by the holder on the contractually agreed terms disappear and there are no amounts overdue by more than ninety days on the date of reclassification to Stage 1 or Stage 2.

In the case of refinanced, restructured or refinancing operations, in order to consider the credit quality of the operation to have improved and, therefore, to proceed to reclassify it to Stage 2, all the following criteria must be verified:

  • a. After reviewing the borrower's asset and financial position it is concluded that they are unlikely to have financial difficulties.
  • b. One year has elapsed since the forbearance date or, if later, since the date of the reclassification of the forbearance to the non-performing category.
  • c. One year has elapsed since the contractual clauses delaying repayment —such as grace periods for the principal if the transaction included them— ceased to apply.
  • d. The borrower has covered all the principal and interest payments (i.e. the operation has no overdue amounts) thereby reducing the renegotiated principal, from the date of authorisation of the restructuring or refinancing operation, or, if later, from the date of its reclassification to the Stage3 category.
  • e. An amount equivalent to all amounts, principal and interest, which were due at the date of the forbearance operation, or which were written off as a result of it, has been paid through regular payments.
  • f. One of the borrowers must have no other transactions with past due amounts for more than 90 days.

The process for determining the borrower's accounting classification is specified below:

■ Single Name: these borrowers are constantly assessed as regards the existence of evidence or indications of impairment, as well as a potential significant increase in credit risk (SICR) from the initial recognition, and losses associated with the assets of this portfolio are assessed.

In order help with the proactive management of evidence and indications of impairment and a SICR, the Group has developed triggers, which are an indication of impairment of the asset affecting the customer or the operations, and are assessed by the analyst to determine classification to Stage 2 or Stage 3 of the customer's operations. They are based on internal and external available information, per borrower and per operation, grouped according to the sector, which conditions the type of information required to analyse the credit risk and the sensitivity to the changes of variables indicative of the impairment. They are classified into:

  • Global triggers:
    • Financial difficulties of the issuer or debtor: subjective doubtful triggers (i.e. unfavourable financial information on the debtor, measured via various ratios on their financial statements) and triggers of a minimum of Stage 2 (due to deterioration of the monitoring rating).
    • A breach of contract, such as a default or delinquency in interest or principal payments: Stage 3 triggers (i. e. non-payments exceeding 90 days) and triggers of a minimum of Stage 2 (non-payments exceeding 30 days).
    • In the event of financial difficulties, the borrowers are given concessions or advantages that would otherwise not be considered. Trigger of a minimum of Stage 2 (refinancing).
    • Probability of the borrower declaring bankruptcy or restructuring. Stage 3 trigger (declaration of insolvency).
    • Triggers referring to identifying financial difficulties of the debtor or issuer, either due to breaches of contractual clauses or to the disappearance of an active market for the financial security:
      • External or internal rating that indicates either default or near to default (Level 6 rating as defined in the CRR).
      • Significant downgrading of the borrower's credit ratingby the Group.
      • Automatic rating downgrading.
      • External ratinglower than CCC+.
      • Relative change in the CDS compared to a reference index (iTraxx).

  • Significant downgrading in the external rating of the issuer with respect to when the operation was initially granted.
  • Non-payment event other than those mentioned in the ISDA definition of default.
  • Decrease in the price of the borrower's bond issues of more than 30% or quoted price below 70%.
  • Suspension of the listing of the borrower's shares.
  • Specific triggers: For sectors such as property developers, project finance and public administrations. In cases in which, in the opinion of the analyst, contracts are classified as Stage 2 or Stage 3, the expert

calculation of the specific provision is used.

  • Other contracts (those not considered Single Name): as previously stated, when the borrower's monitoring rating has significantly deteriorated or when there is a relative increase of relevant PD with respect to the start of the operation, the Entity proceeds to classify the contract at accounting Stage 2. For these purposes, the classification is revised monthly, taking into account that the fulfilment of any of the two conditions below will determine that a SICR exists:
    • Deterioration in the monitoring rating: it will be considered that there has been an SICR if, on the date of classification for accounting purposes (each month-end close), the borrower has exacerbated their monitoring rating, to a moderate risk or worse, since the operation's initial recognition.
    • A relative increase in PD10: It will be considered that there has been an SICR if the regulatory PD11 of the transaction at the date of accounting classification exceeds a certain absolute threshold and lifetime PD12 annualised at the date the accounting classification exceeds a certain absolute threshold, and there has been a relative increase exceeding a certain threshold of the lifetime PD of the transaction since its initial recognition. It must therefore be classified as Stage 2, if the following conditions are met:
      • Master Scale13 is greater than or equal to 4, i.e., PD greater than 0.4205% and the annualized PD lifetimealso exceeding this threshold.
      • The current PD lifetime is 3 times higher than the estimated PD lifetimeat contract origination.
  • The monitoring rating and PD classification are the most recent. Both are updated at least monthly in the same way as the other criteria for classification to Stage 2 or Stage3.
  • The criteria and thresholds used at CaixaBank to assess whether there has been a significant increase in credit risk (SICR) conform to IFRS 9 and the corresponding recommendations issued by the EBA.
  • In particular, the application of a relative threshold in the increase in the probability of default complies fully with paragraph IFRS 9.B5.5.9. The existence of an absolute threshold below which no SICR is considered to have existed meets this criterion and is aligned with the criterion set out in paragraph IFRS 9.5.5.10. The absolute threshold is not applied to increases in the quantification of credit risk but rather to the current level to determine which exposures meet the conditions of paragraph IFRS 9.5.5.10.
  • The PD lifetime used complies with paragraph IFRS 9.B5.5.11, which stipulates that the identification of the SICR should consider the effect that the passage of time has on the probability of default.

Defining the accounting hedge

The aim of the IFRS 9 requirements as regards impairment is to ensure recognition of the expected credit losses of operations, assessed collectively or individually, considering all the reasonable and substantiated information available, including forward-lookinginformation.

10 This model has been deployed at CaixaBank and CaixaBank Payments & Consumer and is currently being rolled out to the rest of the Group's companies.

11 Regulatory or through-the-cycle PD: probability of default estimated as the average PD expected through-the-cycle, in accordance with the CRR requirements for its use for the effect of calculating risk-weighted assets under the internal-ratings-based (IRB) approach. 12

LifetimePD: probability of default estimated as the PD throughout the entire life of the transaction.

13 The Master Scale is a table of correlation between probability of default (PD) ranges and a scale between 0 and 9.5, 0 being the score associated with the best PDs and 9.5 being the score associated with the highest PDs of the performing portfolio. The use of this Master Scale is linked to the use in management of probabilities of default, since elements such as cut-off points or levels of power are expressed in terms of Master Scale score instead of PD.

Principles for measuring expected credit losses for the purpose of defining the credit risk loss hedges

The calculated accounting hedging or provision is defined as the difference between the gross carrying amount of the operation and the estimated value of future expected cash flows, discounted at the original effective interest rate of the operation, considering the effective guarantees received.

The Group estimates the expected credit losses of an operation so that these losses reflect:

  • a weighted and non-biased amount, determined through the assessment of a series of possible results;
  • the time value of the money; and
  • the reasonable and substantiated information available at the reference date, without incurring disproportionate cost or effort, about past events, current conditions and predictions of future conditions.

In line with applicable rules, the hedging calculation method is set according to whether the borrower is individually significant and its accounting category.14 .

  • If, in addition to being individually significant, the customer has operations that are non-performing (whether for reasons of delinquency or for other reasons) or in Stage 215, the allowances for the non-performing operations will be estimated through a detailed analysis of the status the borrower and their capacity to generate future flows.
  • In all other cases, hedging is estimated collectively using internal methodologies, subject to the credit risk model corporate policy in force, based on past experience of portfolio defaults and recoveries, and factoring in the updated and adjusted value of the effective guarantees. Additionally, future economic condition predictions will be considered under various scenarios.

To determine hedging for credit losses of portfolios under collective analysis, models are used to estimate the PD; probability of correcting defaulting cycles (specifically its complementary measurement, PNC); loss given loss (LGL) in the event of no correction; recoverable value models for mortgage guarantees (haircuts); as well as adjustments to include lifetime or forward-looking effects, according to the agreement's accounting classification. We must emphasise that the set of models of haircuts, LGL and PNC are models of LGD.

The models used are re-estimated or re-trained every six months, and they are executed monthly in order to properly reflect the current economic environment at any given time. This makes it possible to reduce the differences between estimated loss and recent observations. The models include an unbiased forward-looking view to determine the expected loss, taking into account the most relevant macroeconomic factors: i) GDP growth, ii) unemployment rate, iii) 12-month Euribor, and iv) growth in housing prices. Following on from this, the Group generates a baseline scenario, as well as a range of potential scenarios that make it possible to perform a weighted adjustment of the estimated expected loss, based on its probability.

The calculation process is structured in two steps:

  • Determining the basis for the calculation of allowances, is carried out in two steps:
    • Calculation of the exposure amount, which is the sum of the gross carrying amount at the time of calculation and off-balance sheet amounts (available or exposure) expected to be disbursed when the borrower fulfils the conditions to be considered non-performing.
    • Calculation of the recoverable value of the effective guarantees linked to the exposure. In order to establish the recoverable value of these guarantees, for real estate collateral the models estimate the amount of the future sale of the collateral, which is discounted from the total expenses incurred until the moment of the sale.

14 The existence of the collateral, particularly for the individual analysis, is not used to assess the credit quality of borrowers, however, for activities that are closely related to the collateral, such as real estate developments, the reduced value of said collateral is analysed to assess the increase or reduction of the borrower's risk level.

As indicated in the collective analysis, the automatic rating is generated using a combination of i) a risk-model rating and ii) an alert-based rating. Considering that the Entity's policy in relation to granting asset operations follows the criterion of customer repayment, and not recovery via the allocation of guarantees, the collective analysis is focused on assessing the credit quality of borrowers and not the assessment of collateral provided. In this regard, the main guarantees (or collateral) of the Group are mortgage-related, with no significant value fluctuations that could be considered evidence of a significant risk of credit risk in mortgages.

15 As indicated in the Single Names portfolio analysis is carried out individually in its totality, determining the stage in an expert manner for each of the instruments analysed, on the basis of the knowledge of the borrowers and experience. When required, the coverage calculation also uses this individualised approach.

The credit loss of the instruments of the portfolio that are monitored individually, and which are classified individually in stage 1, is calculated collectively on the basis of the knowledge of the borrowers and experience. This way of estimating expected losses would not have led to material differences in their totality, compared with an estimate using individual estimates. This is due to the fact that, in general, the information to be considered in performing the collective calculation would have been equivalent to that used for individual estimates.

Determining the hedging to be applied on the basis for the calculation of allowances:

This calculation factors in the probability of the borrower defaulting on the operation obligations, the probability of the situation being remedied or resolved and the losses that would occur if this did not happen.

For insignificant portfolios where it is considered that the internal model approach is not suitable due to the processes involved or a lack of past experience, the Group may use the default coverage rates established in the current national regulations.

Operations classified as not bearing appreciable risk and those that due to the type of guarantor are classified as not bearing appreciable risk, could have 0% accounting hedge. In the case of the latter, this percentage will only be applied to the guaranteed part of the risk.

The hedges estimated individually or collectively must be consistent with the way in which the categories into which the operations can be classified are processed. In other words, the hedging level for an operation must be higher than the hedging level that would correspond to it, if it were classified in another category of a lower credit risk.

The necessary improvements detected in the backtesting and benchmarking exercises are also incorporated into the review cycles. Similarly, the models developed are documented so they can be replicated by a third party. The documentation contains key definitions, information regarding the process of acquiring samples and data processing, methodological principles and results obtained, as well as the comparison of said results with those of previous years.

CaixaBank has a total of 68 models, in order to obtain the parameters necessary to calculate the hedges using a collective analysis. For each of the risk parameters, different models can be used to adapt to each type of exposure. Specifically, the models include those indicated below:

  • 18 Scoring and Rating parameter models
  • 19 PD parameter models
  • 7 EAD parameter models
  • 13 PNC parameter models
  • 7 LGL parameter models
  • 3 Haircut parameter models
  • 1 LT/FL (lifetime/forward-looking) transformation parameter model

Other subsidiaries, such as BPI and CaixaBank Payments & Consumer, also have additional internal models.

The amount of the operations of holders that have not been classified as Stage 3 despite there being amounts >90 days overdue with the same debtor

Operations by holders that have not been classified as Stage 3 despite there being amounts overdue by >90 days with the same debtor are not of a significant amount.

Inclusion of forward-looking information into the expected loss models

The Group has taken into account macroeconomic scenarios of various levels of severity, consistent with internal management and monitoring processes. These stages have been contrasted and they are aligned with those issued by public bodies.

The projected variables considered are as follows:

Forward-looking macroeconomic indicators *

(% Percentages)
31-12-2023 31-12-2022 31-12-2021
Spain Portugal Spain Portugal Spain Portugal
2024 2025 2026 2024 2025 2026 2023 2024 2025 2023 2024 2025 2022 2023 2024 2022 2023 2024
GDP growth
Baseline scenario 1.4 2.0 2.0 1.8 2.5 2.4 2.4 2.6 2.1 2.0 2.3 2.1 6.2 2.9 1.6 3.1 1.8 1.6
Upside scenario 3.1 3.6 2.7 4.0 3.2 3.0 5.1 4.1 2.0 3.2 4.6 2.6 7.8 4.3 1.9 3.5 1.9 2.2
Downside scenario (1.3) 0.2 1.8 (0.8) 1.2 1.8 (1.6) 1.8 2.9 (1.2) 1.4 1.7 3.7 2.1 1.6 3.9 3.4 1.7
Unemployment rate
Baseline scenario 11.8 11.4 11.0 6.5 6.3 6.1 12.6 12.5 11.8 5.7 5.6 5.6 14.5 13.2 12.5 7.7 6.9 6.5
Upside scenario 10.6 9.5 9.4 6.2 5.9 5.6 11.4 11.0 10.0 5.4 5.2 5.2 14.2 12.2 11.2 7.6 6.3 6.0
Downside scenario 14.1 15.6 14.6 9.1 8.8 8.4 15.8 16.3 14.9 8.5 8.9 8.4 15.7 15.8 15.1 8.2 7.1 6.6
Interest rates
Baseline scenario 3.57 3.10 2.95 3.57 3.10 2.95 1.70 1.78 1.78 1.70 1.78 1.78 (0.40) (0.23) 0.15 (0.40) (0.23) 0.15
Upside scenario 3.11 2.56 2.42 3.11 2.56 2.42 2.32 2.54 2.54 2.32 2.54 2.54 (0.33) (0.07) 0.54 (0.33) (0.07) 0.54
Downside scenario 4.31 3.78 3.39 4.31 3.78 3.39 0.84 0.99 1.46 0.84 0.99 1.46 (0.58) (0.47) (0.28) (0.58) (0.47) (0.28)
Evolution of
property prices
Baseline scenario 1.4 2.2 2.4 (0.1) 1.2 2.5 2.2 2.5 2.8 1.5 2.8 2.8 1.6 2.5 2.8 0.6 2.0 2.3
Upside scenario 2.8 5.1 3.3 3.4 3.1 2.6 3.8 4.9 3.9 5.0 4.6 2.9 2.7 5.4 4.5 2.7 4.1 3.0
Downside scenario (1.0) (3.0) 0.1 (4.5) (3.7) 1.6 (0.5) (2.4) 1.5 (3.1) (2.1) 1.9 (0.8) (0.5) 1.5 (2.7) 1.7 2.3

(*) Source: CaixaBank Research. At the date preparation of these financial statements, there are updates to the macro data for employees in the calculation of the provisions after the year-end (as presented in section 3.1) that have no material impact on the provisions constituted by the Group, see Sensitivity Analysis.

The downside range of variables used to calculate provisions includes deficiencies in structural reforms leading together with other macroeconomic dynamics— to drops in productivity and thus in GDP. Thus, the estimated drop reflects the potential impact of an exacerbated climate risk which, through various mechanisms (e. g. increased production costs, increased commodity prices, etc.), would eventually affect long-term economic growth. The consolidated management report details the Group's sustainability strategy, including its environmental and climate strategy.

The weighting of the scenarios considered in each of the financial years for each sector is as follows:

Weighting of occurrence of the considered scenarios (% percentages)

31-12-2023 31-12-2022 31-12-2021
Baseline
scenario
Upside
scenario
Downside
scenario
Baseline
scenario
Upside
scenario
Downside
scenario
Baseline
scenario
Upside
scenario
Downside
scenario
Spain 60 20 20 60 20 20 60 20 20
Portugal 60 20 20 60 20 20 60 20 20

Assumptions and adjustments to models

The macroeconomic table and scenario weighting presented above are used in the latest November 2023 halfyearly model recalibration. In addition, the Group held collective provisions of EUR 642 million at 31 December 2023, mainly relating to Post Model Adjustment (PMA), compared with EUR 1,137 million of collective PMA at 31 December 2022. The change over the year is due to a specific allocation of collective provisions due to recurrent parameter recalibration processes without, therefore, altering the overall coverage of the portfolio. The collective fund is temporary in nature, underpinned by guidelines issued by supervisors and regulators, supported by welldocumented processes and subject to strict governance.

In accordance with the principles of the applicable accounting standard, the hedging level factors in a forwardlooking (12-month) or lifetime vision, according to the accounting classification of the exposure (12 months for Stage 1 and lifetime for Stages2 and 3).

Sensitivity analysis

There is dependence between the various variables that measure or quantify the economic situation, such as gross domestic product growth and the unemployment rate. These interrelationships make it difficult to establish clear causality relationships between a specific variable and an effect (e.g. expected credit losses), as well as making it difficult to interpret the sensitivities to calculations performed using expected credit loss models when these sensitivities are applied to various variables simultaneously.

Interest rates, which also form part of the group of forward-looking indicators, have only a minor impact on the calculation of expected credit losses and apply only to the portfolio of consumer loans, among the significant portfolios.

The estimated sensitivity to a 1% fall in gross domestic product and, additionally, to a 10% fall in real estate asset prices in the expected credit risk losses at the end of 2023, broken down by type of portfolio for the business in Spain, is shown below:

Sensitivity analysis - Spain

(Millions of euros)

Increase in the expected loss
10% drop in real estate
1% drop in GDP asset prices
Other financial institutions 3
Non-financial corporations and individual entrepreneurs 90 40
Project finance 28 8
Financing real estate construction and development (including land) 15 7
Financing civil engineering work 5 1
Other project finance 8
Purposes other than project finance 63 33
Large corporates 25 2
SMEs 32 26
Individual entrepreneurs 6 5
Households (excluding individual entrepreneurs) 127 163
Home purchases 95 136
Home purchase (main residence) 88 128
Purchase of a secondary residence 7 8
Consumer credit 17 4
Consumer credit 12 4
Credit card debt 5
Other purposes 15 23
TOTAL 220 203

The table below shows the estimated sensitivity to a loss for business in Portugal:

Sensitivity analysis - Portugal

(Millions of euros)

Increase in the
expected loss
1% drop in GDP
TOTAL 44.4

The models and the estimates on macroeconomic variations are periodically reviewed to detect possible impairment in the quality of the measurements. This continual risk assessment provides information on the distribution of risk exposure in the various portfolios with respect to creditworthiness, expressed as a probability of default.

NPL management

The recovery and NPL management function is aligned with the Group's risk management guidelines. The default monitoring and recovery activity is especially relevant in the current economic context of uncertainty, with the main objective to maximise the recovery of the financing operations granted, always respecting the situation of each customer and minimising the impact on the volume of non-performing positions and provisions.

The underlying principles of NPL management are not only geared towards the management of non-payment, but also preventive and anticipatory actions on the basis of various impairment indicators available to the bank, preventing triggers that would result in default itself and possible positions being classified to Stage 2 and their consequent impact on the income statement.

Furthermore, proactive monitoring is conducted on the portfolio classified as Stage 3 for reasons other than default in order to reorganise it, designing specific management plans geared towards the reasons that caused its switch to that accounting classification

On one hand, the governance model and the operational framework of problematic asset management maintains the comprehensive approach to the overall life cycle and specialised management according to the moment of non-payment of the debt. The management is broken down into:

  • Flow management: comprises preventive and anticipatory management and early non-payment and default management of customers with payments past due between 1 and 90 days. There are specialised teams that coordinate in a centralised manner the network of offices and collection agencies in the management of the recovery prior to the entry into accounts receivable. In the current economic outlook, the capillarity of the branch network and its proximity to customers continues to be key to identifying the situation and needs of customers, especially situations of social vulnerability.
  • Stock management: concentrates the management of customers who are in accounting arrears, with nonpayments in excess of 90 days. Management is differentiated into individual customer and business customer segments. The team of specialists is geared towards seeking final solutions in more advanced situations of non-payment.

All this management has been subject to the application of the policies and procedures in force which, in accordance with accounting and regulatory standards, lay down the guidelines for the suitable classification of borrowings and estimation of hedges.

On the other hand, the overall management of recovery and NPLs was adapted to the measures adopted by CaixaBank since 2020 to support the economy in order to combat the consequences of the pandemic, as well as the energy and geopolitical crisis arising from the war in Ukraine. In terms of non-performing assets, it collaborated and continues to work on identifying and providing support with sustainable solutions for customers whose debt is still structurally viable, ensuring that the financing needs of customers arising from a temporary reduction of their income are covered. Similarly, it is worth mentioning the Entity's commitment to the original contracts of the ICO COVID facilities relating to the Code of Good Practice and extensions of the terms of said financing, as well as to the ICO Ukraine facility, in order to continue supporting the business fabric.

A noteworthy key line of work is the accompaniment throughout the management cycle of the moratoria, the code of best practice and ICO-backed loans granted, especially through active monitoring of the maturity of the measures granted.

In the macroeconomic context of rising interest rates in response to inflationary pressures, it is worth noting the approval of Royal Decree-Law 19/2022 (in force throughout 2023):

  • It lays down a new Code of Good Practices, of a temporary and transitory nature, lasting 24 months, for the adoption of urgent measures for mortgage debtors at risk of vulnerability.
  • It amends Royal Decree-Law (RDL) 6/2012, of 9 March, on urgent measures for the protection of mortgage debtors without resources, expanding it to cover those vulnerable debtors affected by interest rate rises that reach levels of mortgage burden considered excessive, in the event of any increase in mortgage burden. The treatment of these situations is graded, with a five-year grace period on the principal and a reduction in the applicable interest rate to Euribor <0.10% from the previous Euribor >0.25%, when the increase in the mortgage burden is >50%; and with a 2-year grace period and an extended term of up to seven years when the increase in mortgage burden is >50%.

In November 2022 the Board of Directors approved its adhesion to the new support measures for mortgage borrowers in difficulty. Thus, the institution has adhered to both the extension of the Code of Good Practices laid down in RDL 6/2012 and also to the new, transitional one.

Foreclosed assets

BuildingCenter is the Group's company responsible for the management of property assets in Spain, which basically originate from streamlining of the Group's credit activity through any of the following ways: i) acquisition at auctions held after assets have been foreclosed, mainly in relation to mortgage loans; ii) Acquisition of mortgaged real estate assets of individuals, with the subsequent subrogation and cancellation of the debts; iii) acquisition of real estate assets granted to companies, including real estate developers, with the subsequent subrogation to cancel their debts; and iv) foreclosure through insolvency proceedings.

The acquisition process includes conducting full legal and technical reviews of the properties using the committees appointed for such purpose. In all cases, purchase prices are based on appraisals performed by appraisal firms approved by the Bank of Spain and in accordance with the parameters set forth in the approved internal rules.

The strategies undertaken for the sale of these assets are as follows:

  • Individual sale: through a servicing contract for multi-channel marketing activities through its own branches, the external collaboration of the network of real estate agents and an active online presence. This marketing activity comes in addition to a key factor: support in prescribing properties generated by the branch network.
  • Institutional sales: the Group takes into account institutional operations of sales of asset portfolios to other specialised companies.
  • Completion of housing developments: a number of minor measures to improve some of these developments are made to ensure they can be sold. These measures are performed using the synergies of the Group.
  • Rental: it is a means of benefiting from rising demand and generating recurring income, as well as creating added value on the property in the event of its future sale.

The table below shows foreclosed assets by source and type of property:

(Millions of euros)
Gross carrying
amount
Allowances for
impairment **
Of which from
foreclosure
Net carrying
amount
Real estate acquired from loans to real estate
constructors and developers
849 (329) (225) 520
Buildings and other completed constructions 651 (213) (131) 438
Homes 532 (168) (94) 364
Other 119 (45) (37) 74
Buildings and other constructions under 45 (25) (16) 20
Homes 29 (16) (11) 13
Other 16 (9) (5) 7
Land 153 (91) (78) 62
Consolidated urban land 75 (46) (40) 29
Other land 78 (45) (38) 33
Real estate acquired from mortgage loans to
homebuyers
2,470 (696) (469) 1,774
Other real estate assets or received in lieu of
payment of debt
799 (269) (215) 530
TOTAL 4,118 (1,294) (909) 2,824

Foreclosed real estate assets - 31-12-2023 *

(*) Includes foreclosed assets classified as "Tangible assets – Investment property" amounting to EUR 1,127 million, net, and includes foreclosure rights deriving from auctions in the amount of EUR 115 million, net. Excludes foreclosed assets of Banco BPI, with a gross carrying amount of EUR 2 million, as this is not included in business in Spain.

(**) Cancelled debt associated with the foreclosed assets totalled EUR 5,685 million and total write-downs of this portfolio amounted to EUR 2,862 million, EUR 1,294 million of which are impairment losses recognised in the balance sheet.

Foreclosed real estate assets - 31-12-2022 *

(Millions of euros)

Gross carrying
amount
Allowances for
impairment **
Of which from
foreclosure
Net carrying
amount
Real estate acquired from loans to real estate
constructors and developers
1,041 (406) (273) 635
Buildings and other completed constructions 815 (279) (169) 536
Buildings and other constructions under 46 (25) (17) 21
Land 180 (102) (87) 78
Real estate acquired from mortgage loans to
homebuyers
2,857 (786) (536) 2,071
Other real estate assets or received in lieu of
payment of debt
939 (326) (265) 613
TOTAL 4,837 (1,518) (1,074) 3,319

(*) Includes foreclosed assets classified as "Tangible assets – Investment property" amounting to EUR 1,285 million, net, and includes foreclosure rights deriving from auctions in the amount of EUR 142 million, net. Does not include the foreclosed properties of Banco BPI, which have a total net book value of EUR 3 million, as this business is not in Spain.

(**) Cancelled debt associated with the foreclosed assets totalled EUR 6,662 million and total write-downs of this portfolio amounted to EUR 3,342 million, EUR 1,518 million of which are impairment losses recognised in the balance sheet.

Foreclosed real estate assets - 31-12-2021 *

(Millions of euros)

Gross carrying
amount
Allowances for
impairment **
Of which from
foreclosure
Net carrying
amount
Real estate acquired from loans to real estate
constructors and developers
1,306 (455) (287) 851
Buildings and other completed constructions 1,054 (338) (192) 716
Buildings and other constructions under 53 (24) (19) 29
Land 199 (93) (76) 106
Real estate acquired from mortgage loans to
homebuyers
3,340 (886) (603) 2,454
Other real estate assets or received in lieu of
payment of debt
1,095 (329) (255) 766
TOTAL 5,741 (1,670) (1,145) 4,071

(*) Includes foreclosed assets classified as "Tangible assets – Investment property" amounting to EUR 1,616 million, net, and includes foreclosure rights deriving from auctions in the amount of EUR 176 million, net. Excludes foreclosed assets of Banco BPI, with a gross carrying amount of EUR 5 million, as this is not included in business in Spain.

(**) Cancelled debt associated with the foreclosed assets totalled EUR 7,946 million and total write-downs of this portfolio amounted to EUR 3,875 million, EUR 1,670 million of which are allowances for impairment recognised in the balance sheet.

Refinancing policies

The general principles published by the EBA for this type of transaction in the Guidelines on managing nonperforming and restructured or refinanced exposures and the definitions laid down in Annex IX of Bank of Spain Circular 4/2017 and its subsequent amendments are included in the Corporate Credit Risk Management Policy, and in the Refinancing and Recovery Policy.

According to the provisions of the previous paragraph and the rest of the regulatory framework, these relate to operations in which the customer has, or will foreseeably have, financial difficulty in meeting its payment obligations under the contractually agreed terms and, therefore, has amended the agreement and/or arranged a new operation.

These operations may derive from:

  • A new operation (refinancing operation) granted that fully or partially cancels other operations (refinanced operations) previously extended by any Group company to the same borrower or other companies forming part of its economic group that become up-to-date on its payments for previously past-due loans.
  • The amendment of the contract terms of an existing operation (restructured operation) that changes its repayment schedule, reducing the payment amounts (grace periods, extension of loan maturities, reduction in interest rates, change in the repayment schedule, extension of all or part of the capital on maturity, etc.).
  • The activation of contract clauses agreed at origin that extend the debt repayment terms.

■ The partial cancellation of the debt without any contribution of customer funds, primarily through the forgiveness of principal or ordinary interest (on the credit granted to the customer).

The existence of previous defaults is an indication of financial difficulty. Unless otherwise demonstrated, a restructuring or refinancing operation is assumed to exist when the amendment to contractual term affects operations that have been past-due for more than 30 days at least once in the three months prior to the amendment.

Restructuring or refinancing shall also be presumed to exist in the following circumstances, unless there is evidence to the contrary:

  • At the same time as additional financing is granted by the Entity, or at a time close to such granting, the borrower has made payments of principal or interest on another operation with the Entity that is not classified as non-performing, the payments of which have been past due, in whole or in part, for more than 30 days at least once in the three months prior to the refinancing.
  • The Entity approves the use of implicit amendment clauses in relation to operations that are not classified as non-performing with pending amounts past due for 30 days, of that would be past due for 30 days if such clauses were not exercised.

However, previous defaults are not a requirement for an operation to be classified as refinanced or restructured.

In contrast, debt renewals and renegotiations may be granted when the borrower does not have, or is not expected to have, financial difficulties; i.e. for business reasons, not to facilitate repayments.

For an operation to be classified as such, the borrowers must have the capacity to obtain credit from the market, at the date in question, for a similar amount and on similar terms to those offered by the Entity. In turn, these terms must be adjusted to reflect the terms offered to borrowers with a similar risk profile.

The risk management procedures and policies applied allow for detailed monitoring of credit transactions. In this regard, any transaction uncovered whose terms may need to be amended due to evidence of impairment of the borrower's solvency is marked appropriately so the associated accounting classification and specific provision for impairment is made. Therefore, as these transactions are correctly classified and valued according to the Group's best judgement, no additional provisions are apparent relating to refinanced loans.

The breakdown of refinancing by economic sector is as follows:

Refinancing operations - 31-12-2023 *

(Millions of euros)

Unsecured loans
Maximum amount of the
collateral
No. of
operations
Gross
carrying
amount
No. of
operations
Gross
carrying
amount
Real estate
mortgage
secured
Other
collateral
Impairment
due to
credit risk *
Public administrations 174 136 741 4 2 (3)
Other financial corporations and individual
entrepreneurs (financial business)
49 21 21 85 82 (11)
Other financial corporations and individual
entrepreneurs (non-financial business)
19,510 3,243 8,579 1,737 1,187 23 (1,304)
Of which: Financing for real estate
construction and development
(including land)
211 11 912 239 142 (96)
Other households 49,054 327 91,508 3,955 2,796 5 (1,233)
TOTAL 68,787 3,727 100,849 5,781 4,067 28 (2,551)
Of which: in stage 3
Public administrations 129 2 541 2 (3)
Other financial corporations and individual
entrepreneurs (financial business)
28 19 15 85 82 (11)
Non-financial corporations and individual
entrepreneurs (non-financial business)
11,210 1,495 5,258 955 488 11 (1,205)
Of which: Financing for real estate
construction and development
(including land)
155 9 641 131 55 (84)
Other households 26,060 182 47,416 2,037 1,034 4 (1,119)
TOTAL STAGE 3 37,427 1,698 53,230 3,079 1,604 15 (2,338)

Memorandum items: financing classified as non-current assets held for sale *

(*) Corresponds to "Non-current assets and disposal groups classified as held for sale".

Refinancing - 31-12-2022 *

(Millions of euros)

Unsecured loans
Gross
carrying
amount
Maximum amount of the
collateral
No. of
operations
No. of
operations
Gross
carrying
amount
Real estate
mortgage
secured
Other
collateral
Impairment
due to
credit risk *
Public administrations 155 142 783 18 16 (2)
Other financial corporations and individual
entrepreneurs (financial business)
44 38 28 90 89 (12)
Other financial corporations and individual
entrepreneurs (non-financial business)
25,913 4,029 10,669 2,196 1,530 26 (1,392)
Other households 56,432 363 101,391 3,971 2,962 7 (1,160)
TOTAL 82,544 4,573 112,871 6,275 4,597 33 (2,566)
Of which: in stage 3 41,422 1,758 69,667 3,651 2,346 16 (2,240)

Memorandum items: financing classified as non-current assets held for sale *

(*) Corresponds to "Non-current assets and disposal groups classified as held for sale".

Refinancing operations - 31-12-2021 *

(Millions of euros)

Unsecured loans
Maximum amount of the
collateral
No. of
operations
Gross
carrying
amount
No. of
operations
Gross
carrying
amount
Real estate
mortgage
secured
Other
collateral
Impairment
due to
credit risk *
Public administrations 53 150 2,148 36 30 (6)
Other financial corporations and individual
entrepreneurs (financial business)
39 30 29 90 89 (24)
Other financial corporations and individual
entrepreneurs (non-financial business)
25,528 3,665 15,047 2,543 1,875 25 (1,410)
Other households 69,452 533 133,045 5,614 4,586 6 (1,262)
TOTAL 95,072 4,378 150,269 8,283 6,580 31 (2,702)
Of which: in Stage 3 51,164 1,812 113,359 5,404 4,219 15 (2,441)

Memorandum items: financing classified as non-current assets held for sale *

(*) Corresponds to "Non-current assets and disposal groups classified as held for sale".

Credit risk cycle linked to the insurance business

The management principles of the instruments related to the insurance business are covered by the Investment Risk Management Policy. This policy stipulates that decision-making principles will ensure prudent investment management practices and the establishment of quantitative limits on assets and exposures to ensure that managed assets perform in a balanced and stable manner in the long term, even under adverse market conditions.

As regards the credit risk associated with financial instruments, rating scales are defined and minimum levels of credit quality and diversification are established, seeking a high degree of diversification in sectors and issuers, with maximum risk limits per issuer. In addition, socially responsible investment criteria are applied in the management of investments.

In general, cash and cash equivalents are held in financial institutions with a high credit quality. Regarding balances that remain receivable from policyholders, there is no significant concentration of credit risk with third parties.

Credit risk management is governed by the internal compliance procedures approved by the VidaCaixa Board of Directors. In this context, a universe of securities is established in line with the corporate guidelines defined by the CaixaBank Group, aligned with the structure and focus of the investment management of the insurance business in relation to the long-term nature of the investment and the criticality of liquidity.

Concentration risk

In the Corporate Risk Catalogue, concentration risk is included within credit risk, since it is the main risk source, although it covers all types of assets, as recommended by sector supervisors.

The Group has developed policies that lay down guidelines for concentration risk or frameworks that develop calculation methodologies and set specific limits within management. Additionally, mechanisms have been developed to systematically identify the aggregated exposure and, wherever it is considered necessary, limits on relative exposures have been defined, under the RAF.

Concentration in customers or in "major risks"

The Group monitors compliance with regulatory limits (25% of Tier 1 capital) and RAF thresholds. At year-end, no breach of the defined thresholds had been observed.

The Group also sets more stringent internal limits than the regulatory limits for corporate customers based on their credit quality.

Concentration in countries

The Group implements an internal model for assigning limits to exposures to residents of different countries. This internal model takes into consideration not only the solvency of the group itself, but also the credit quality and economic relations with the various countries. A similar methodology is used to assign limits to exposures to central, regional and local governments.

Concentration by geographical area and counterparty type

The CaixaBank Group also monitors exposures, segregated by geographical area, issuer/counterparty type and product, classified into loans and advances, debt securities, equity instruments, derivatives and guarantees granted.

The segmentation of financial exposures by geographical area and counterparty type is set out below:

Concentration by geographical area and counterparty type

(Millions of euros)
Total Spain Portugal Rest of the
European
Union
America Rest of the
world
64,118 37,562 2,503 11,907 3,475 8,671
Central banks and credit institutions
Public administrations 148,770 116,390 3,997 23,198 3,409 1,776
Central government 128,541 99,503 966 22,891 3,406 1,775
Other public administrations 20,229 16,887 3,031 307 3 1
Other financial corporations and individual
entrepreneurs (financial business)
30,970 9,544 977 16,242 1,748 2,459
Non-financial corporations and individual
entrepreneurs (non-financial business)
187,232 128,996 14,499 24,995 9,313 9,429
Real estate construction and development
(including land)
4,346 4,221 85 39 1
Civil engineering 7, 5, 94 120 93 5
Other 503
175,383
502
5
119,273
13,469 1
24,875
8,343 9,423
Large corporates 121,889 75,252 6,875 23,623 7,705 8,434
SMEs and individual entrepreneurs 53,494 44,021 6,594 1,252 638 989
Other households 168,762 150,745 15,956 703 248 1,110
Homes 137,656 121,270 14,459 651 231 1,045
Consumer lending 20,544 18,981 1,485 31 10 37
Other purposes 10,562 10,494 12 21 7 28
TOTAL 31-12-2023 599,852 443,237 37,932 77,045 18,193 23,445
TOTAL 31-12-2022 restated 588,761 447,782 37,655 64,902 16,482 21,940
TOTAL 31-12-2021 663,411 539,955 40,383 49,580 13,335 20,158

The following is a breakdown of the segmentation of Spain's financial exposures by Autonomous Community:

Concentration by Autonomous Community

(Millions of euros)

Total Andalusia Balearic
Islands
Canary
Islands
Castile-La
Mancha
Castile
and León
Catalonia Madrid Navarre Valencia Basque
Country
Other *
Central
banks and credit institutions
37,562 169 1 1 391 35,431 481 649 439
Public administrations 116,390 1,453 517 1,079 342 1,519 2,026 5,084 110 2,219 664 1,874
Central government 99,503
Other public administrations 16,887 1,453 517 1,079 342 1,519 2,026 5,084 110 2,219 664 1,874
Other financial corporations and
individual entrepreneurs (financial
business)
9,544 72 3 13 2 50 704 7,567 160 862 111
Non-financial corporations and individual
entrepreneurs (non-financial business)
128,996 9,168 5,099 3,515 2,004 2,371 19,048 61,683 1,786 9,918 3,606 10,798
Real estate construction and
development (including land)
4,221 398 178 170 65 116 1,002 1,608 114 209 248 113
Civil engineering 5,502 442 167 136 91 118 640 2,712 88 340 170 598
Other 119,273 8,328 4,754 3,209 1,848 2,137 17,406 57,363 1,584 9,369 3,188 10,087
Large corporates 75,252 2,244 2,969 1,528 360 537 7,025 49,453 654 4,523 1,530 4,429
SMEs and individual entrepreneurs 44,021 6,084 1,785 1,681 1,488 1,600 10,381 7,910 930 4,846 1,658 5,658
Other households 150,745 22,486 6,876 7,421 4,125 4,548 35,816 31,331 2,856 16,185 3,965 15,136
Homes 121,270 17,645 5,779 5,900 3,369 3,655 27,770 26,099 2,336 13,124 3,341 12,252
Consumer lending 18,981 3,037 751 1,130 531 575 5,068 3,164 328 2,007 429 1,961
Other purposes 10,494 1,804 346 391 225 318 2,978 2,068 192 1,054 195 923
TOTAL 31-12-2023 443,237 33,348 12,495 12,028 6,474 8,489 57,985 141,096 4,752 28,963 9,746 28,358
TOTAL 31-12-2022 restated 447,782 35,424 13,442 12,927 7,103 8,906 60,222 129,777 5,124 31,109 10,240 30,740
TOTAL 31-12-2021 539,955 35,553 13,805 13,618 7,571 8,934 57,399 210,498 5,052 31,313 10,524 31,688

(*) Includes autonomous communities that combined represent no more than 10% of the total

Concentration in economic sectors

Risk concentration by economic sector is subject to RAF limits, differentiating between private business economic activities and public sector financing, in addition to internal reporting channels. Particularly, for the private business sector, a maximum concentration limit in any economic sector is established by aggregating the accounting positions recognised, excluding treasury repo/depo operations and those of the trading portfolio.

The Group also operates a model that assigns maximum exposures to sectors based on their economic outlook and contribution to the portfolio's profitability and credit rating objectives.

Total gross loans to customers by activity were as follows (excluding advances):

Concentration by activity of loans to customers - 31-12-2023

Of which real Of which available appraisal (loan to value) Secured loans. Carrying amount based on latest
Total estate
collateral
other
collateral
≤ 40% > 40%
≤ 60%
> 60%
≤ 80%
> 80%
≤100%
>100%
Public administrations 17,536 353 223 157 267 58 49 45
Other financial corporations and
individual entrepreneurs (financial
business)
11,527 788 428 192 280 495 91 158
Other financial corporations and
individual entrepreneurs (non
financial business)
145,252 23,749 2,731 9,834 8,218 3,808 1,341 3,279
Real estate construction and
development (including land)
4,131 3,641 19 1,170 1,250 610 233 397
Civil engineering 6,528 562 159 294 170 69 40 148
Other 134,593 19,546 2,553 8,370 6,798 3,129 1,068 2,734
Large corporates 85,779 6,614 1,647 2,589 2,439 1,217 371 1,645
SMEs and individual
entrepreneurs
48,814 12,932 906 5,781 4,359 1,912 697 1,089
Other households 168,225 141,024 799 47,503 44,266 35,524 8,827 5,703
Homes 137,656 134,886 252 44,036 42,473 34,772 8,484 5,373
Consumer lending 20,540 2,013 348 1,309 594 258 117 83
Other purposes 10,029 4,125 199 2,158 1,199 494 226 247
TOTAL 342,540 165,914 4,181 57,686 53,031 39,885 10,308 9,185
Memorandum items: Refinancing,
refinanced and restructured operations
6,957 4,201 41 1,200 1,275 805 515 447

Concentration by activity of loans to customers - 31-12-2022

(Millions of euros)
Of which real Of which Collateralised loans carrying amount based on latest
available appraisal (loan to value)
Total estate
other
collateral
collateral
≤ 40% > 40%
≤ 60%
> 60%
≤ 80%
> 80%
≤100%
>100%
Public administrations
Other financial corporations and
individual entrepreneurs (financial
20,212 411 210 147 265 84 64 61
business) 7,759 643 594 295 210 168 497 67
Other financial corporations and
individual entrepreneurs (non
financial business) 147,035 24,385 3,031 10,724 8,291 4,010 1,620 2,771
Other households 175,621 149,196 907 48,710 48,202 37,016 9,712 6,463
TOTAL 350,627 174,635 4,742 59,876 56,968 41,278 11,893 9,362
Memorandum items: Refinancing,
refinanced and restructured operations
8,282 4,749 89 1,314 1,362 959 579 624

Concentration by activity of loans customers - 31-12-2021

(Millions of euros)

Of which real
Of which
Collateralised loans carrying amount based on latest
available appraisal (loan to value)
Total estate
collateral
other
collateral
≤ 40% > 40%
≤ 60%
> 60%
≤ 80%
> 80%
≤100%
>100%
Public administrations
Other financial corporations and
individual entrepreneurs (financial
20,041 464 228 155 293 116 57 71
business)
Other financial corporations and
individual entrepreneurs (non
3,994 560 970 1,256 116 41 51 66
financial business) 142,472 26,834 4,057 13,080 8,640 4,802 1,704 2,665
Other households 175,860 150,810 927 47,502 51,020 36,590 9,387 7,238
TOTAL 342,367 178,668 6,182 61,993 60,069 41,549 11,199 10,040
Memorandum items: Refinancing,
refinanced and restructured operations
9,959 6,845 257 1,479 1,688 1,849 990 1,096

Loans and advances to customers by nature were as follows:

Breakdown of loans and advances to customers by type

31-12-2023 31-12-2022 31-12-2021
Stage 1 Stage 2 +
POCI
without
impairment
Stage 3 +
POCI with
impairment
Stage 1 Stage 2 +
POCI without
impairment
Stage 3 +
POCI with
impairment
Stage 1 Stage 2 +
POCI without
impairment
Stage 3 +
POCI with
impairment
Public
administrations
17,034 497 12 19,871 318 29 19,612 392 59
Other financial
corporations
11,212 242 106 7,593 172 24 3,854 172 28
Loans and advances
to companies and
individual
entrepreneurs
130,813 13,281 4,675 131,810 14,098 4,821 123,678 17,173 5,387
Real estate
construction and
development
(including land)
9,116 1,317 722 9,502 1,613 656 10,352 1,935 738
Other companies
and individual
entrepreneurs
121,697 11,964 3,953 122,308 12,485 4,165 113,326 15,238 4,649
Other households 151,957 14,784 5,242 160,093 13,977 5,212 159,068 13,703 7,493
Homes 124,813 11,330 3,780 133,027 10,647 3,634 132,202 10,349 5,436
Other 27,144 3,454 1,462 27,066 3,330 1,578 26,866 3,354 2,057
TOTAL 311,016 28,804 10,035 319,367 28,565 10,086 306,212 31,440 12,967

Breakdown of hedges of loans and advances to customers by type

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Stage 1 Stage 2 +
POCI
without
impairment
Stage 3 +
POCI with
impairment
Stage 1 Stage 2 +
POCI
without
impairment
Stage 3 +
POCI with
impairment
Stage 1 Stage 2 +
POCI without
impairment
Stage 3 +
POCI with
impairment
Public
administrations
(2) (5) (1) (5) (1) (3) (16)
Other financial
corporations
(15) (6) (12) (7) (3) (20) (10) (7) (44)
Loans and
advances to
companies and
individual
entrepreneurs
(339) (479) (2,699) (666) (586) (2,442) (399) (710) (2,657)
Real estate
construction and
development
(including land)
(42) (59) (395) (61) (114) (345) (57) (143) (376)
Other companies
and individual
entrepreneurs
(297) (420) (2,304) (605) (472) (2,097) (342) (567) (2,281)
Other households (304) (680) (2,774) (668) (779) (2,214) (556) (912) (2,936)
Homes (93) (378) (1,796) (342) (433) (1,369) (186) (491) (1,751)
Other (211) (302) (978) (326) (346) (845) (370) (421) (1,185)
TOTAL (660) (1,165) (5,490) (1,342) (1,368) (4,681) (966) (1,632) (5,653)
Of which: identified
individually
(209) (1,204) (210) (1,214) (170) (1,196)
Of which: identified
collectively
(660) (956) (4,286) (1,342) (1,158) (3,467) (966) (1,462) (4,457)

Breakdown of loans and advances to customers according to arrears status and rates (Millions of euros)

31-12-2023 31-12-2022 31-12-2021
By arrears status
Of which: default on payment of less than 30 days or up to date on 342,270 350,837 342,296
Of which: default on payment between 30 and 60 days 1,235 1,034 953
Of which: default on payment between 60 and 90 days 725 781 677
Of which: default on payment between 90 days and 6 months 1,250 869 969
Of which: default on payment between 6 months and 1 year 1,480 1,311 1,292
Of which: default on payment of more than 1 year 2,895 3,186 4,432
By interest rate type
Fixed 130,873 126,720 129,599
Floating 218,982 231,298 221,020

The breakdown of loans and advances by economic activity, mainly related to banking and other activities, is shown below:

Concentration by economic activity of non-financial companies (CNAE analytics)

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Gross
carrying
amount
Of
which:
Stage 3
Hedge Gross
carrying
amount
Of
which:
Stage 3
Hedge Gross
carrying
amount
Of which:
Stage 3
Hedge
Agriculture, livestock, forestry and
fishing
2,962 170 (130) 2,892 168 (128) 2,701 121 (68)
Mining and quarrying 544 14 (11) 553 16 (10) 924 11 (8)
Manufacturing industry 28,616 737 (533) 29,329 656 (550) 25,950 687 (521)
Electricity, gas, steam and air
conditioning supply
17,499 180 (116) 18,520 155 (125) 18,737 153 (143)
Water supply 2,015 8 (13) 1,977 6 (15) 1,794 28 (15)
Buildings 9,936 595 (444) 10,556 524 (458) 11,457 625 (363)
Wholesale and retail trade 20,735 766 (604) 21,467 728 (562) 21,985 755 (524)
Transport and storage 14,781 335 (351) 14,552 291 (393) 14,112 396 (344)
Accommodation and food service
activities
9,749 377 (222) 9,942 533 (256) 10,487 546 (248)
Information and communication 5,035 96 (72) 4,831 102 (85) 3,781 88 (61)
Financial and insurance activities 1,969 22 (34) 1,060 7 (45) 580 21 3
Real estate 13,578 293 (210) 14,223 286 (267) 13,488 335 (198)
Professional, scientific and technical
activities
3,503 348 (195) 3,841 310 (201) 3,078 260 (131)
Administrative and support service
activities
4,883 102 (69) 3,537 110 (83) 3,143 109 (77)
Public administration and defence;
compulsory social security
1,679 (5) 1,594 (13) 1,426
Education 624 43 (42) 662 31 (26) 717 56 (43)
Human health services and social
work activities
1,870 27 (35) 1,959 28 (36) 2,083 34 (28)
Arts, entertainment and recreation 1,149 154 (67) 1,218 207 (92) 1,383 241 (96)
Other services 2,774 35 (199) 2,993 157 (170) 2,703 186 (641)
TOTAL 143,899 4,300 (3,352) 145,706 4,315 (3,515) 140,529 4,652 (3,506)

Concentration according to credit quality

The methodology applied to assign credit ratings to fixed income issuances is based on:

  • Fixed-income instruments: the regulatory banking criteria defined in the CRD IV regulation and the CRR on capital requirements, and therefore, the second best rating of all those available is used, if more than two ratings are available. In this context, for example, as at 31 December 2023, 2022 and 2021, Spain's sovereign debt ratingstands at A-.
  • Loan portfolio: certification of the internal classifications to Standard & Poor'smethodology.

The risk concentration according to credit quality of credit risk exposures associated with debt instruments for the Group is stated as follows:

Concentration according to credit quality - 31-12-2023

(Millions of euros)

Banking and other business Insurance business **
FA at amortised cost FA at FV
w/changes in
Financial guarantees, loan FA at FV
w/changes
FA at
Loans and advances to customers FA held for
training -
FA not
designated for
other commitments and other
commitments given
FA held for in other amortised
Stage 1 Stage 2 Stage 3 POCI Debt
sec.
Debt sec. trading * - Debt
sec.
comprehensive
income
Stage 1 Stage 2 Stage 3 training - Debt
sec.
comprehens
ive income
cost - Debt
sec.
AAA/AA+/AA/AA- 17,897 3 13,266 3 2,799 13,593 3 2,445 460
A+/A/A- 45,372 92 15 54,922 142 3,357 14,475 17 46,641 2,339
BBB+/BBB/BBB- 62,488 556 5,859 181 1,863 24,959 255 8,065 765
INVESTMENT GRADE 125,757 651 15 74,047 326 8,019 53,027 275 57,151 3,564
Allowances for impairment (194) (7) (5) (1) (16)
BB+/BB/BB- 77,581 7,461 2 559 2 19 47,235 3,601 28 46
B+/B/B- 14,307 9,812 29 7,811 1,994 2
CCC+/CCC/CCC- 965 4,694 181 5 246 452 13
No rating 94,253 6,179 9,550 265 2,749 18 1 43,945 122 834 15 16
NON-INVESTMENT GRADE 187,106 28,146 9,762 265 3,313 20 20 99,237 6,169 877 61 16
Allowances for impairment (470) (1,158) (5,256) (234) (19) (86) (79) (265)
TOTAL 312,199 27,632 4,506 46 77,336 346 8,038 152,264 6,444 877 57,212 3,580

Concentration by credit quality - 31-12-2022 restated

(Millions of euros)

Insurance business **
FA at amortised cost FA at FV Financial guarantees, loan FA at FV
Loans and advances to customers FA held for FA not
designated for
w/changes in
other
commitments and other
commitments given
w/changes
FA held for
in other
FA at
amortised
Stage 1 Stage 2 Stage 3 POCI Debt
sec.
training -
Debt sec.
trading * -
Debt sec.
comprehensive
income
Stage 1 Stage 2 Stage 3 training - Debt
sec.
comprehens
ive income
cost - Debt
sec.
AAA/AA+/AA/AA- 17,060 9 9,575 2,689 13,297 9 1,597
A+/A/A- 43,744 96 55,648 24 6,656 11,899 19 39,537
BBB+/BBB/BBB- 79,277 747 6,827 43 2,162 41,934 218 10,288 901
INVESTMENT GRADE 140,081 852 72,050 67 11,507 67,130 246 1 51,422 3,201
Allowances for impairment (545) (13) (12)
BB+/BB/BB- 68,996 6,692 1 488 74 33,018 2,627 142
B+/B/B- 17,700 10,980 28 6,497 2,091 4
CCC+/CCC/CCC- 842 4,319 106 18 309 474 4
No rating 93,957 5,719 9,486 468 5,192 119 6 9 48,345 483 920 26 3
NON-INVESTMENT GRADE 181,495 27,710 9,621 468 5,698 119 6 84 88,169 5,675 944 168 3
Allowances for impairment (799) (1,355) (4,459) (222) (15) (83) (70) (382)
TOTAL 320,232 27,194 5,162 246 77,733 186 6 11,591 155,299 5,921 945 51,590 3,204

Debt sec.: Debt securities; FA: Financial assets

(*) Compulsorily measured at fair value through profit or loss

(**) Financial assets allocated at fair value through profit or loss are not included, as they primarily cover investments related to life insurance product operations when the investment risk is taken on by the holder (unit linked).

Concentration according to credit quality - 31-12-2021

(Millions of euros)

Banking and other business Insurance business **
FA at amortised cost FA not FA at FV
w/changes in
Financial guarantees, loan
commitments and other
Loans and advances to customers FA held for
training - Debt
designated for other
comprehensive
commitments given FA held for
training - Debt
Available Loans and
Stage 1 Stage 2 Stage 3 POCI Debt
sec.
sec. trading * -
Debt sec.
income Stage 1 Stage 2 Stage 3 sec. for-sale FA receivables
- Debt sec.
AAA/AA+/AA/AA- 16,982 37 3,286 60 11,105 25 1,710
A+/A/A- 42,943 630 53,528 147 11,751 10,497 77 109 52,681
BBB+/BBB/BBB- 72,642 1,766 6,600 174 2,848 33,698 318 2 7,882 61
INVESTMENT GRADE 132,567 2,433 63,414 321 14,659 55,300 420 111 62,273 61
Allowances for impairment (299) (77) (1) (1) (16) (2)
BB+/BB/BB- 64,773 8,193 2 517 79 31,555 1,711 166
B+/B/B- 19,821 11,082 34 7,158 2,136 3
CCC+/CCC/CCC- 1,354 3,742 181 114 317 515 6
No rating 89,854 5,989 12,062 689 4,176 98 5 20 43,535 764 997 41 72
NON-INVESTMENT GRADE 175,802 29,006 12,279 689 4,807 98 5 99 82,565 5,126 1,006 207 72
Allowances for impairment (668) (1,555) (5,571) (82) (14) (79) (53) (311)
TOTAL 307,402 29,807 6,708 607 68,206 419 5 14,757 137,865 5,546 1,006 111 62,480 133

Debt sec.: Debt securities; FA: Financial assets

(*) Compulsorily measured at fair value through profit or loss

(**) Financial assets allocated at fair value through profit or loss are not included, as they primarily cover investments related to life insurance product operations, when the investment risk is taken on by the holder (unitlinks).

Concentration in sovereign risk

The Group's position in sovereign debt is subject to the general risk-taking policy, which ensures that all positions taken are aligned with the target risk profile:

  • The position in public, regional and local debt is subject to the general concentration and country risk limits established. Regular control procedures are in place for preventing new positions in countries in which there is a high risk concentration, unless express approval is given by the pertinent authority.
  • For fixed-income securities, a framework is in place regulating the solvency, liquidity and geographic location of all of the fixed-income issues and any similar transaction implying payment in cash for the buyer and the assumption of the issuer's credit risk or related collateral. This control is exercised during the risk acceptance phase and throughout the life of the position in the portfolio.
  • Public debt positions held on the Treasury Desk are subject to the framework for market risk control and limits.

The risk associated with exposures to sovereign risk, whether direct exposure or assets with sovereign backing, is continuously monitored in view of publicly available information, which includes the ratingsof public agencies.

Furthermore, as specified in the table "Maximum exposure to credit risk" in Note 3.4.1, there are no material impairments of debt securities.

The carrying amounts of the main items related to sovereign risk exposure for the Group are set out below:

Exposure to sovereign risk - 31-12-2023 (Millions of euros)

Banking and other business Insurance business **
Country /
Supranatio
nal body
Residual maturity
***
FA at
amortised
cost
FA held
for
trading
FA at FV
w/changes in
other
comprehensi
ve income
FA not
designated
for trading *
FL held for
trading -
Short
positions
FA at FV
w/changes
in other
FA held for
comprehens
trading
ive income
FA at
amortised
cost
< 3 months 3,448 1 721 1,325 44
Between 3 months 3,416 34 1,301 (9) 2,604 11
and 1 year
Between 1 and 2
22,565 187 1,563 152
Spain years
Between 2 and 3
8,364 2,382 210
years
Between 3 and 5
10,213 76 1,047 4,256 336
years
Between 5 and 10
years
14,080 20 19 (13) 9,256 402
Over 10 years 7,157 20,402 693
TOTAL 69,243 131 3,275 (22) 41,788 1,848
< 3 months
Between 3 months
and 1 year
283 19
259
11
Between 1 and 2 415 77
Italy years
Between 2 and 3
250 423 8
years
Between 3 and 5
888 9 (5) 971
years
Between 5 and 10
2,357 12 574 (11) 671
years
Over 10 years
3,172 135
TOTAL 3,910 21 857 (16) 5,592 154
< 3 months 7 6
Between 3 months 29 3 8
and 1 year
Between 1 and 2
402 76 43 3
Portugal years
Between 2 and 3
282 25 8
years
Between 3 and 5
856 59
years
Between 5 and 10
539 132 6
years
Over 10 years
789
TOTAL 2,904 76 268 25
< 3 months
Between 3 months
and 1 year
136 210
US Between 1 and 2
years
135
Between 2 and 3
years
181
Between 5 and 10
years
TOTAL
452 2,218
2,218
210
< 3 months 7
Between 1 and 2 52 1
years
Between 2 and 3
1 7
France years
Between 3 and 5
678
years
Between 5 and 10
1,346 11
years
Over 10 years
10
TOTAL 2,076 30 7
< 3 months
Japan Between 3 and 5 547
years
TOTAL
547

Exposure to sovereign risk - 31-12-2023

(Millions of euros)

Banking and other business Insurance business **
Country /
Supranatio
nal body
Residual maturity
***
FA at
amortised
cost
FA held
for
trading
FA at FV
w/changes in
other
comprehensi
ve income
FA not
designated
for trading *
FL held for
trading -
Short
positions
FA held for
trading
FA at FV
w/changes
in other
comprehens
ive income
FA at
amortised
cost
< 3 months
European
Union
Between 3 months 1
and 1 year
Between 1 and 2
158
years
Between 2 and 3
693 10
years
Between 3 and 5
3,106 272 10
years
Between 5 and 10
1,574
years
Over 10 years
140
TOTAL 5,373 412 159 20
< 3 months 54 1 9
Between 3 months 29 156 (15)
and 1 year
Between 1 and 2
49
Other years
Between 2 and 3
81
years
Between 3 and 5
2 10
years
Between 5 and 10
319 11 9
years
Over 10 years
1,817
TOTAL 2,349 157 (15) 22 19
TOTAL 86,854 153 6,995 (53) 48,069 2,073
Of which: Debt securities 69,000 153 6,995 (53) 48,069 2,073

FA: Financial assets; FL: Financial liabilities; FV: Fair value

(*) Compulsorily measured at fair value through profit or loss

(**) Financial assets allocated at fair value through profit or loss are not included, as they primarily cover investments related to life insurance product operations, when the investment risk is taken on by the holder (unit-links).

(***) The segregation by the maturity of the sovereign debt securities corresponding to the insurance activity exclusively reflects the maturity of these securities, without factoring in swaps (see Note 10) contracted to align flows with the management of obligations to policyholders.

Exposure to sovereign risk - 31-12-2022 restated

(Millions of euros)

Banking and other business Insurance business **
Country/Suprana
tional body
FA at
amortised
cost
FA held for
trading
FA at FV
w/changes in
other
comprehensi
ve income
FA not
designated
for trading *
FL held for
trading - Short
positions
FA at FV
w/changes in
other
FA held for
comprehensiv
training
e income
FA at
amortised cost
Spain 77,430 23 6,644 50 (28) 37,986 1,863
Italy 3,854 4 810 5,435 76
Portugal 3,361 276 305 14
US 466 2,242 212
France 2,073 22 7
Japan 730
European Union 2,900 391 2 20
Other 403 2 (10) 16 19
TOTAL 91,217 27 10,365 50 (38) 43,978 1,999
Of which: Debt
securities
70,922 27 10,365 50 (38) 43,978 1,999

FA: Financial assets; FL: Financial liabilities; FV: Fair value

(*) Compulsorily measured at fair value through profit or loss.

(**) Financial assets allocated at fair value through profit or loss are not included, as they primarily cover investments related to life insurance product operations, when the investment risk is taken on by the holder (unit-links).

Sovereign risk exposure - 31-12-2021 (Millions of euros)

Insurance business **
Country /
Supranational
body
FA at
amortised
cost
FA held for
trading
FA at FV w/changes
in other
comprehensive
income
FA not
designated for
trading *
FL held for
trading - Short
positions
Available-for
sale FA
FA held for
training
Spain 74,973 128 11,817 65 (120) 52,943 110
Italy 3,183 118 939 (119) 6,618
Portugal 3,550 438 377 1
Other 1,216 54
82,922 13,194 59,992
TOTAL 246 65 (239) 111
Of which: debt
securities
63,106 246 13,194 65 59,992 111

FA: Financial assets; FL: Financial liabilities; FV: Fair value

(*) Compulsorily measured at fair value through profit or loss

(**) Financial assets allocated at fair value through profit or loss are not included, as they primarily cover investments related to life insurance product operations, when the investment risk is taken on by the holder (unit-links).

Information regarding financing for real estate construction and development, home purchasing, and foreclosed assets

The main data regarding financing for real estate development, home purchasing and foreclosed assets are discussed below.

Financing for real estate construction and development

The tables below show financing for real estate construction and development, including developments carried out by non-developers (business in Spain):

Financing for real estate construction and development

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Total
amount
Of which:
Non
performing
Total
amount
Of which:
Non
performing
Total
amount
Of which:
Non
performing
Gross amount 4,388 295 4,825 274 5,709 364
Allowances for impairment (205) (151) (244) (152) (280) (161)
CARRYING AMOUNT 4,183 144 4,581 122 5,429 203
Excess gross exposure over the maximum
recoverable value of effective collateral
935 155 943 147 922 123
Memorandum items: Asset write-offs 1,823 1,885 1,999
Memorandum items: Loans to customers
excluding public administrations (business in
Spain) (carrying amount)
280,739 293,745 293,289

The tables below show the breakdown of financing for real estate developers and developments, including developments carried out by non-developers (business in Spain), by collateral:

Financing for real estate developers and developments by collateral

(Millions of euros)

Gross amount
31-12-2023 31-12-2022 31-12-2021
Without mortgage collateral 516 621 621
With mortgage collateral 3,872 4,204 5,088
Buildings and other completed constructions 2,783 2,911 3,429
Homes 1,870 1,959 2,313
Other 913 952 1,116
Buildings and other constructions under construction 870 952 1,241
Homes 746 811 1,101
Other 124 141 139
Land 219 341 418
Consolidated urban land 104 156 156
Other land 115 185 262
TOTAL 4,388 4,825 5,709

The following table presents financial guarantees given for real estate construction and development, including the maximum level of exposure to credit risk (i.e. the amount the Group could have to pay if the guarantee is called on).

Financial guarantees

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Financial guarantees given related to real estate construction and
development
113 210 446
Amount recognised under liabilities

The table below provides information on guarantees received for real estate development loans by classification of customer insolvency risk:

Guarantees received for real estate development transactions *

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Value of collateral * 11,037 11,921 13,574
Of which: guarantees non-performing risks 627 622 758

(*) The maximum amount of the effective collateral that can be considered for the purposes of the impairment calculation, i.e., the estimated fair value of real estate properties based on their latest available appraisal or an update of that appraisal based on the applicable regulations in force. In addition, the remaining collaterals are included as the current value of the collateral that has been pledged to date, not including personal guarantees.

Financing for home purchases

The breakdown of home-purchase loans (business in Spain), as well as the annual financing granted to purchase homes from credit streamlining at the end of these financial years, is as follows:

Loans granted for financing buyers of foreclosed homes

2023 2022 2021
Financing granted in the year 170 330 210
Average percentage financed 90% 93% 92%

Home purchase loans with mortgage at these dates by the loan-to-value (LTV) ratio, based on the latest available appraisal, are as follows:

Home purchase loans by LTV *

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Gross
amount
Of which:
non
performing
Gross
amount
Of which:
non
performing
Gross
amount
Of which:
non
performing
Not real estate mortgage secured 971 8 1,077 10 1,125 12
Real estate mortgage secured, by LTV
ranges **
117,925 3,338 124,836 3,151 126,668 4,752
LTV ≤ 40% 36,474 433 37,650 372 36,867 404
40% < LTV ≤ 60% 36,954 601 40,317 552 43,168 645
60% < LTV ≤ 80% 30,539 650 31,824 618 30,942 851
80% < LTV ≤ 100% 6,885 533 7,337 512 7,066 831
LTV > 100% 7,073 1,121 7,708 1,097 8,625 2,021
TOTAL 118,896 3,346 125,913 3,161 127,793 4,764

(*) Includes financing for home purchases granted by subsidies Unión de Créditos para la Financiación Inmobiliaria, EFC, SAU (Credifimo) and Corporación Hipotecaria Mutual.

(**) LTV calculated according to the latest available appraisals. The ranges for non-performing transactions are updated in accordance with prevailing regulations.

Counterparty risk generated by transactions with derivatives and security financing transactions

Monitoring and measurement of counterparty risk

Counterparty risk is credit risk generated by derivatives and security financing transactions. It quantifies the losses derived from the counterparty's potential default before the cash flows are definitively settled. Counterparty risk includes the CVA (credit risk valuation adjustment) and the central counterparty default fund (guarantee fund for defaults).

The approval of new transactions involving assuming counterparty risk in the Group is subject to an internal framework that has been approved by the Global Risk Committee and that enables rapid decision making, for both financial and other counterparties.

In the case of operations with financial institutions, the Group has a specific internal framework that reflects the methodology used for the granting of facilities. The maximum authorised credit risk exposure with an entity is primarily determined on the basis of its external rating and an analysis of its financial statements. The abovementioned framework also includes the model for determining limits and calculating consumer risk for central counterparties (CCPs).

In transactions with other counterparties, including retail customers, derivative transactions relating to asset applications (loan interest rate risk hedging) are approved jointly with the asset transaction. All other transactions subject to counterparty risk do not require explicit approval, provided that the consumption does not exceed the allocated risk limit of said counterparty. Otherwise, an individual study will be requested. Approval of transactions corresponds to the risk areas responsible for credit risk analysis and approval.

The definition of limits for counterparty risk is complemented by internal concentration limits, mainly for country and large exposure risks.

In derivative transactions, exposure to counterparty risk is calculated based on the related market risk (loss incurred if the counterparty defaults at the current time) and their related potential value (possible changes in their value under extreme market price conditions based on the historical pattern). The equivalent credit exposure for derivatives is understood as the maximum potential loss over the life of an operation that the bank might incur should the counterparty default at any time in the future. This is calculated using Monte Carlo simulation with portfolio effect and offsetting of positions, as applicable, at a 95% confidence interval, based on stochastic models incorporating the volatility of the underlying asset and all of the characteristics of the operations.

In securities financing transactions, exposure to counterparty risk is calculated in the Group as the difference between the market value of the securities/cash granted to the counterparty and the market value of the securities/cash received from the counterparty as collateral, considering the applicable volatility adjustments in each case.

When calculating the exposure of derivatives and securities lending, the mitigating effect of collateral received under Framework Collateral Agreements is considered.

In general, the methodology for calculating counterparty risk exposure described above is applied during the acceptance of new operations and in recurrent calculations on subsequent days.

Counterparty risk in the Group for financial counterparties is monitored through an integrated system that provides real-time data on the available exposure limit for any counterparty, product and maturity. For the remaining counterparties, counterparty risk is monitored through corporate applications, which contain both the limits of the lines of derivatives risk (if any) and credit exposure of operations.

Measures to mitigate counterparty risk

The main risk mitigation measures employed for counterparty risk with financial institutions involve:

  • ISDA/CMOF contracts: standardised contracts for global derivative operations with a counterparty, which explicitly provide for the possibility of offsetting the flows of outstanding collections and payments between the parties for all derivatives trading hedged by the contracts. Therefore, in the event of default of the counterparty, a single payment or collection obligation is established in relation to all derivatives closed out with the counterparty.
  • CSA Appendix (ISDA) / Appendix III (CMOF): agreements whereby each of the parties undertake to provide collateral (usually a cash deposit) as security for the net counterparty risk position arising from the derivatives traded between them. The calculation of the collateral to be exchanged takes into account the compensation clauses included in the ISDA or CMOF contracts.
  • GMRA/CME/GMSLA contracts: agreements whereby the parties undertake to deliver collateral for the net counterparty risk position arising from repo or securities lending transactions, calculated as the deviation that may occur between the value of the amount accrued for the simultaneous purchase and sale of securities and the current market value of these securities.
  • CTA contracts: agreements in which the parties undertake to deliver collateral to mitigate the potential future exposure (initial margin) of the derivatives contracted upon the entry into force of the initial margin swap obligation.
  • Break-up clauses: provisions in derivative contracts that enable, at a certain point in the contract, the early termination by free decision of one of the parties. This mitigates counterparty risk by reducing the effective duration of the operations subject to the clause.
  • Delivery-versus-payment in securities settlement systems: systems that eliminate settlement risk with a counterparty, since clearing and settlement occur simultaneously and in an inseparable fashion. CaixaBank uses, whenever viable, the Continuous Linked Settlement (CLS) system, which enables it to ensure delivery against payment in the case of simultaneous collection and payment flows in different currencies.
  • Central Counterparties (CCP): the use of CCPs in derivatives and securities lending transactions can mitigate the associated counterparty risk, as these entities perform interposition functions on their own account between the two bilateral counterparties involved in the transaction, assuming the role of counterparty to each of them and, consequently, the corresponding counterparty risk.

The EMIR Regulation and its amendment, EMIR-Refit, establish a series of obligations for all investors trading derivatives contracts. Of particular note is the mandatory use of an authorised central counterparty when trading in certain derivatives contracts or the reporting to trade repositories authorised or recognised by ESMA of all derivative contracts traded.

For non-financial counterparties, the mitigation techniques for counterparty risk involve: ISDA/CMOF contracts, CSA contract/CMOF Appendix III and break-up clauses, as well as pledges of financial guarantees and the use of guarantees issued by counterparties with higher credit quality than the original counterparty in the transaction.

The Group has signed collateral agreements, mainly with financial institutions. Risk is quantified daily, in most cases, by marking to market all outstanding transactions, subject to the collateral framework agreement, and comparing this amount to the current guarantee received/delivered. This entails modification, where applicable, of the collateral delivered by the debtor. In a hypothetical downgrade to the Group's rating, the impact on collateral would not be significant as most of the collateral agreements do not include franchises related to its external credit rating.

Specifically, the management of financial derivatives in the insurance business involves using counterparties, which, from the standpoint of the subsidiaries in the insurance business, are financial institutions subject to supervision by the supervisory authorities of the EU Member States and are sufficiently solvent. Most of these subsidiaries contract derivatives with CaixaBank. As such, the counterparty risk of the subsidiaries is not significant. However, there are specific contractual guarantees providing for the possibility of terminating the transaction at any time, either through settlement or transfer to third parties. This settlement is guaranteed by a commitment by CaixaBank (or other minority counterparties) to publish daily strike prices together with a clear explanation of the valuation method used.

Since these derivatives are intragroup positions, they are not included in the consolidated financial statements. The overall management of the associated risk that the business transfers to CaixaBank through these derivatives is integrated into CaixaBank's overall risk management. In particular, the risk positions accepted in the insurance business are entirely closed to the market, with CaixaBank using the third-party counterparties external to the Group mentioned in the preceding paragraphs, managed in the same way as all other derivative positions.

Risk associated with the investee portfolio

The risk associated with equity investments (or "investees") is included under credit risk for investments that are not classified in the held-for-trading portfolio. More specifically, the Corporate Risk Catalogue contemplates it as a specific credit risk item that reflects the potential loss over a medium and long-term time horizon, generated by unfavourable movements in market prices or impairment of the value of the positions that make up the portfolio of the CaixaBank Group companies' equity investments.

The way in which each share is methodologically processed for capital consumption will depend on: i) the accounting classification of the share, for investments classified in the portfolio at fair value with changes in other comprehensive income, the calculation is carried out using the internal VaR model; and ii) the longevity strategy, for investments intended to be held on a long-term basis or there is a long-term link in their management, the most significant risk is credit risk, and, therefore, the PD/LGD approached is used whenever possible.

If the requirements for applying the aforementioned methods are not met or there is not sufficient information, the simple risk-weight approach is applied in accordance with current regulations. Without prejudice to the foregoing, for certain cases laid down in the regulation corresponding to significant financial holdings, the capital consumption will be subjected to deductions from own funds or a fixed weighting of 250%.

As regards management, a financial analysis and control is conducted on the main investees by specialists exclusively responsible for monitoring changes in economic and financial data and for understanding and issuing alerts in the event of changes in regulations and fluctuations in competition in the countries and sectors in which the investees operate. These analysts also interact with the Investor Relations departments of the listed investees and compile the information needed, including third-party reports (e. g. investment banks and rating agencies) needed for an overview of possible risks to the value of the shareholdings.

In general, with the most significant shareholdings, both the estimates of and actual data on investees' contributions to income and equity (where applicable) are updated regularly by these analysts. In these processes, the outlook for securities markets and analysts' views (e.g. recommendations, target prices, ratings, etc.) are shared with Senior Management for regular comparison with the market.

COVID-19 support measures

During the pandemic, CaixaBank offered its customers legislative (based on national laws) and non-legislative (based on sector or individual regimes) moratoriums intended to curb the effects of COVID-19. These moratoriums expired entirely in 2022.

Similarly, of particular note were the efforts made by CaixaBank to ensure the deployment of new ICO (Spanish Official Credit Institute) guarantee facilities, ICO-COVID facilities, which CaixaBank also extends using working capital facilities and special funding facilities, among others.

At 31 December 2023, 55% of the total amount of loans granted with the ICO guarantee has already been repaid. Practically all of the remaining amount, is repaying principal at the close of 2023. 4.4% of ICO loans are classified as Stage 3.

The following is a breakdown of the public guarantee financing operations (carrying amount):

Breakdown of government guaranteed loans

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Spain (ICO) Portugal Total Spain (ICO) Portugal Total Spain (ICO) Portugal Total
Public administrations 4 4 7 7 9 9
Non-financial corporations and
individual entrepreneurs (non
financial business)
11,419 983 12,402 16,802 1,459 18,261 20,644 1,109 21,753
Real estate construction and
development (including land)
33 3 36 75 4 79 94 2 96
Civil engineering 931 83 1,014 1,371 112 1,483 1,692 82 1,774
Other 10,455 897 11,352 15,356 1,343 16,699 18,858 1,025 19,883
Large corporates 2,384 31 2,415 3,685 37 3,722 4,612 44 4,656
SMEs and individual
entrepreneurs
8,071 866 8,937 11,671 1,306 12,977 14,246 981 15,227
TOTAL 11,423 983 12,406 16,809 1,459 18,268 20,653 1,109 21,762

3.4.2 Actuarial risk

Overview

The European regulatory framework of reference for insurance companies, known as Solvency II, is transposed into to the Spanish legal system through Act 20/2015 and Royal Decree 1060/2015, which are known, respectively, as LOSSEAR and ROSSEAR. This framework is supplemented by the technical standards approved by the European Commission (ITS), which are directly applicable to the insurance group, and guidelines published by EIOPA (European Insurance and Occupational Pensions Authority), which have been adopted by the Dirección General de Seguros y Fondos de Pensiones(DGSFP) as their own.

In line with the European Solvency II Directive, actuarial risk is defined in the Corporate Risk Catalogue as the risk of loss or adverse modification of the value of commitments taken on via insurance contracts or pensions with customers or employees, derived from the divergence between the estimate for actuarial variables employed in pricing and reserves and their real evolution. In this scope, the processes used in the course of business are categorised according to the following risks that comprise the actuarial risk:

  • Mortality risk: the risk of loss or adverse change in the value of commitments under life insurance or pension contracts due to variations in the level, trend or volatility of mortality rates, where an increase in the mortality rate leads to an increase in the value of the commitments undertaken.
  • Longevity risk: risk of loss or adverse change in the value of commitments under life insurance or pension contracts due to variations in the level, trend or volatility of mortality rates, where a decrease in the mortality rate leads to an increase in the value of the commitments undertaken.
  • Disability or morbidity risk: risk of loss or adverse change in the value of commitments under life insurance or pension contracts resulting from changes in the level, trend or volatility of disability, sickness and morbidity rates.
  • Lapse risk: risk of loss or adverse change in the value of expected future profits or increase in expected future losses resulting from changes in the level, trend or volatility of actual cancellation, renewal and surrender rates exercised by policyholders under insurance contracts, compared to the applied lapse assumptions.
  • Expense risk: risk of loss or adverse change in the value of commitments under insurance contracts due to changes in the level, trend or volatility of the costs of executing insurance or reinsurance contracts with respect to the surcharges set out in the pricing and provisioning assumptions for the products.
  • Catastrophe risk: risk of loss or adverse change in the value of commitments under life insurance or pension contracts resulting from significant uncertainty in pricing and provisioning assumptions relating to extreme or extraordinary events.

Actuarial risk is inherent to the activity relating to the subscription of insurance products which, within CaixaBank Group, is centralised in the subgroup of companies headed by VidaCaixa. Besides the subscription activity, actuarial risk also derives from the defined benefit pension commitments of Group companies with their

employees. At CaixaBank, the risks inherent to these agreements are transferred for management by the VidaCaixa Group, whereas in the defined benefit commitments for Banco BPI employees they are implemented through a Pension Fund managed by BPI Vida e Pensões, a VidaCaixa Group company (see Note 24).

This risk management seeks to uphold the payment capacity of commitments to borrowers, optimise the technical margin and preserve the economic value of the balance sheet, within the limits laid down in the RAF.

Actuarial risk cycle

Actuarial risk monitoring and measurement

Actuarial risk assumed as a result of the life insurance contract subscription activity are managed in conjunction with the inherent risks arising from the financial assets acquired for hedging.

In order to ensure an adequate risk management, the Group has a Corporate Financial-Actuarial Risk Management Policy in place, which sets out the general principles, governance framework, control framework and information reporting framework applicable to all the Group companies exposed to these risks. Furthermore, the VidaCaixa Group companies have management policies and frameworks for proprietary financial-actuarial risks that serve to implement that Corporate Policy.

Actuarial risk management established in these policies seeks the long-term stability of the actuarial factors that affect the technical evolution of subscribed insurance products. Actuarial risk factors include mortality and longevity risks in the life insurance segment. VidaCaixa incorporates a partial internal model in its management according to the methodology established in the Solvency II Directive, submitted annually to its Regulatory Body. The model is based on data from historical experience that provides a more adapted vision of the risk profile of the insured group.

On this note, and for each line of business, the VidaCaixa policy of underwriting and provision of reserves identifies various parameters for risk approval, measurement, rate-setting and, lastly, to calculate and set aside reserves covering underwritten policies. Additionally, general operating procedures are set to control the underwriting process.

Systems for measuring actuarial risk, from which the sufficiency of the technical provisions are quantified and assessed policy-by-policy, are integrated into the management of the insurance business. In this sense, production operations, irrespective of the channel, are recorded in the systems using the various contracting and benefits management applications that are directly integrated or connected via automated interfaces with provisioning and capital requirement calculation applications. Investment management software is used to manage and control the investments backing the company's insurance activity. All of the applications are accounted for automatically in the accounting support software.

There is a series of applications that perform management support tasks within these integrated and automated systems. It is worth noting applications for data processing that are used for the preparation of reporting information and risk management. There is also a solvency and risk datamart, which serves as a support tool for compliance with all the requirements of the Solvency II Directive.

The following assumptions are used to assess the impact on insurance liabilities and reinsurance assets:

Actuarial assumptions for the estimation of mortality/longevity

In accordance with the Solvency II regulatory framework, the Group has approved an internal model for longevity and mortality underwriting risks, with the purpose of obtaining the following results:

  • The mortality table relating to the experience of the insured population in the company (generational table with calculation of the improvement factors to be applied between generations, with the exception of risk policies where contractual limits are applied within the current annual period in which the base table is used).
  • The shock percentages for both longevity and mortality (calibrated value at the 99.5 or 0.5 percentile, respectively).

The internal model is used extensively and plays a fundamental role in assessing the impact of potential decisions, where these impact the bank's risk profile, including the impact on expected profits or losses and the volatility arising from such decisions. Its applications can be separated into two blocks based on whether it is used for risk management or management decision-making:

  • Risk management: the results of the internal model are factored into the development of risk strategies, including setting risk tolerance limits, reporting, etc.
  • Management decision-making: the internal model is used to support decisions on new product launches, rate changes, group policy pricing and product changes, capital allocation, etc.

The own experience mortality table derived from the statistical process of the partial internal mortality and longevity model has been used to forecast the best estimate of the flows of obligations to policyholders under both Solvency II and IFRS.

Other actuarial assumptions

Also, within the framework of calculating the best estimate of Solvency II and IFRS provisions, the Group uses assumptions to assess other actuarial or underwriting risks such as disability, morbidity, portfolio decline and expenses. These assumptions are based on the Group's own experience, i.e. on the observation of historical claims, downturns and expenses of the Group's portfolio.

The following section presents a sensitivity analysis at year-end 2023 to changes in insurance contract risk variables based on changes in the best-estimate assumptions used for the volatility of future cash flows arising from insurance contract obligations:

Sensitivity analysis to changes in contract risk variables - 2023

(incremental % with respect to the baseline scenario)

Impact on the
Impact on
PVCF+RA
Impact on CSM Group's pre-tax
results
Impact on the
Group's equity
RISK
Mortality risk +1% 6.05 % (0.38) % 0.00 % 0.00 %
Longevity risk +1% (5.99) % 0.38 % 0.00 % 0.00 %
Disability and morbidity risk +1% 7.14 % (0.70) % (0.01) % 0.00 %
Lapse risk - 10% (9.86) % 1.17 % 0.00 % 0.00 %
Expense risk +5% 3.24 % (0.18) % 0.00 % 0.00 %
SAVINGS
Mortality risk +1% (0.10) % 0.88 % 0.06 % (0.03) %
Longevity risk +1% 0.10 % (0.89) % (0.06) % 0.03 %
Disability and morbidity risk +1% 0.00 % 0.00 % 0.00 % 0.00 %
Lapse risk - 10% (0.01) % 0.78 % (0.14) % 0.01 %
Expense risk +5% 0.06 % (0.61) % (0.02) % 0.02 %
DIRECT PARTICIPATION
Mortality risk +1% (0.08) % (0.09) % 0.00 % 0.00 %
Longevity risk +1% (0.06) % 0.15 % 0.00 % 0.00 %
Disability and morbidity risk +1% 0.00 % 0.00 % 0.00 % 0.00 %
Lapse risk - 10% (0.29) % 4.02 % 0.00 % 0.00 %
Expense risk +5% 0.00 % (0.14) % 0.00 % 0.00 %

Sensitivity has been calculated on the basis of the positions of PVCF, RA and CSM at the end of November 2023 (changes compared to December 2023 are not significant).

There are dependencies between different variables that make it difficult to establish clear causal relationships between a particular variable and an effect. Therefore, when calculating each sensitivity, all other assumptions remain unchanged except where they are directly affected by the modified sensitivity. The results include the impact of changes in assumptions on insurance contract liabilities. The results are shown as a percentage change against the corresponding base value indicated in the appropriate column.

Development of incurred claims

The following is a breakdown of the outstanding incurred claims obligation at year-end 2023 by year of occurrence comprising the "Liability for incurred claims" compared to previous claims estimates:

Development of Liability for Incurred Claims - 2023

(Millions of euros)

2018 2019 2020 2021 2022 2023 Total
Estimate of claim costs (1)
Number of years since
reporting
At the end of the year of
occurrence
204 219 208 258 242 1,764
1 year later 261 279 287 340 316
2 years later 267 291 301 352
3 years later 271 298 308
4 years later 273 300
5 years later 275
Cumulative payments satisfied (-) 275 299 304 341 295 220
Liability for incurred claims (LIC) gross 1 4 11 21 1,544 1,581
Liability for incurred claims (LIC) 1,581

(1) Given the short-term nature of the Liability for Incurred Claims, provisions for claims occurring prior to the disclosed period are not considered significant.

Mitigation of actuarial risk

One of the Group's elements used to mitigate the assumed actuarial risk consists of transferring part of the risk to other companies, through reinsurance contracts. To do so, the Group —and specifically its insurance company has a Reinsurance Policy which is updated at least annually, which identifies the extent to which risk is passed on, taking into account the risk profile of direct insurance contracts, and the type, suitability and effectiveness of the various reinsurance agreements.

By doing so, an insurance company can reduce risk, stabilise solvency levels, use available capital more efficiently and expand its underwriting capacity. However, regardless of the reinsurance taken out, the insurance company is contractually liable for the settlement of all claims with policyholders.

In that regard, the Group establishes tolerance limits on the basis of the criteria that must govern the selection of reinsurers and the maximum retained risk.

3.4.3 Structural rate risk

Interest rate risk in the banking book

Interest rate risk in the banking book for the banking business

Risk defined as the negative impact on the economic value of balance sheet items or on financial income due to changes in the temporary structure of interest rates and their impact on asset and liability instruments and those off the Group's balance sheet not recognised in the trading book.

This risk is analysed considering a broad set of market-type scenarios, including the potential impact of all possible sources of risk, i.e. GAP risk (with its repricing risk and curve risk components), basis risk and optionality risk. The latter considers automatic optionality related to the behaviour of interest rates and the optionality of customer behaviour, which is not only dependent on rates.

Additionally, the balance sheet credit spread risk (hereinafter CSRBB), arising from changes in the market price of credit risk, liquidity risk and potentially other characteristics of instruments with interest credit risk, is taken into account. This risk is explicitly and comprehensively assessed and monitored in risk management processes. The Group applies best practices in the market and the recommendations of regulators in measuring interest rate risk. It sets risk thresholds based on these metrics related to net interest income and the economic value of its balance sheet and considering the complexity of the balance sheet.

The Group applies best practices in the market and the recommendations of regulators in measuring interest rate risk. It sets risk thresholds based on these metrics related to net interest income and the economic value of its balance sheet and considering the complexity of the balance sheet.

It uses both static and dynamic measurements:

Static measurements: static measurements are those that are not designed based on assumptions of new business and refer to a specific point in time.

  • Static gap: it shows the contractual distribution of maturities and interest rate reviews for applicable balance sheet or off-balance aggregates at a particular date. GAP analysis is based on comparing the values of the assets and liabilities reviewed or that mature in a particular period.
  • Balance sheet economic value: it is calculated as the sum of i) the fair value of net interest-rate sensitive assets and liabilities on the balance sheet; ii) the fair value of off-balance sheet products (derivatives); and iii) the net carrying amounts of non-interest-rate sensitive asset and liability items.
  • Economic value sensitivity: the economic value of sensitive balances on and off the balance sheet is reassessed under the various stress scenarios considered by the Group. The difference between this value and the economic value calculated at current market rates gives us a numeric representation of the sensitivity of economic value to the various scenarios employed. The Group then uses this sensitivity measurement to define operating risk thresholds for economic value for particular interest rate scenarios.
  • Value at Risk (VaR): by applying the monthly historical changes to the current rate levels, the potential economic value impact is calculated for both the risk-free interest rate and the credit spread (limited solely to the on-balance sheet positions affected).

Dynamic measurements: these are based on the balance sheet position at a given date and also take into account the new business. Therefore, in addition to considering the current on- and off-balance sheet positions, growth forecasts from the Group's budget are included.

Net interest income projections: the Group projects future net interest income (1, 2 and 3 years ahead) under various interest rate scenarios. The objective is to project net interest income based on current market curves, the outlook for the business and wholesale issuances and portfolio purchases and sales, and to predict how it will vary under stressed interest rates scenarios.

Forecasts of net interest income depend on assumptions and events other than just the future interest rate curve. They also consider factors such as customer behaviour (early cancellation of loans and early redemption of fixed-term deposits), the maturity of on-demand accounts, the pass-through applicable to customer deposits and the future performance of the Group's business.

Net interest income volatility: the difference between these net interest income figures (the differences resulting from an increase, decrease, or changes compared to the baseline scenario) compared to the baseline scenario give us a measure of the sensitivity, or volatility, of net interest income.

The Group then uses this sensitivity measurement to define operating risk thresholds for net interest income for particular interest rate scenarios.

Earnings at risk (EaR): by applying the monthly historical variations to the current rate levels, the potential impact on the Entity's net interest income is calculated for both the risk-free interest rate and the credit spread (limited to affected on-balance sheet positions only).

The sensitivities of net interest income and equity are measurements that complement each other and provide an overview of risk in the banking book, which focuses more on the short and medium term, in the case of net interest income, and on the medium and long term in the case of equity.

The following table presents, using a static gap, the breakdown interest rate revaluations and maturities of sensitive items on the Group's balance sheet, without taking into account, where applicable, the value adjustments or value corrections at the year-end:

Matrix of maturities and revaluations of the balance sheet sensitive to interest rates

(Millions of euros)

=< 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years > 5 Years Total
ASSETS
Interbank and Central Banks 42,787 227 250 250 43,514
Loans and advances to 243,473 29,022 16,776 9,913 8,707 36,420 344,311
customers
Fixed income portfolio
23,102 6,509 8,222 6,283 11,939 26,528 82,584
TOTAL ASSETS 309,362 35,532 25,225 16,446 20,646 63,198 470,408
LIABILITIES
Interbank and Central Banks 33,780 104 59 187 24 31 34,185
Customer deposits 209,594 59,607 12,063 6,983 6,994 90,784 386,026
Issuances 12,178 13,249 8,153 7,113 7,272 11,725 59,690
TOTAL LIABILITIES 255,552 72,960 20,275 14,283 14,290 102,541 479,901
ASSETS LESS LIABILITIES 53,810 (37,428) 4,950 2,162 6,356 (39,343) (9,492)
Hedges (63,938) 25,773 6,433 19,163 5,497 7,366 294
TOTAL DIFFERENCE (10,128) (11,655) 11,383 21,325 11,853 (31,977) (9,199)

Below is the sensitivity of the net interest income and economic value to sensitive balance sheet assets and liabilities for a scenario of rising and falling interest rates of 100 basis points:

Interest rate sensitivity

(incremental % with respect to the market baseline scenario / implicit rates)

+100 BP -100 BP
Net interest income (1) (2.47%) 2.85%
Economic value of equity for sensitive balance sheet aggregates (2) 2.13% (2.89%)

(1) Sensitivity of the 1-year NII of sensitive balance sheet aggregates.

(2) Sensitivity of economic value for sensitive balance sheet aggregates on Tier1.

With regard to measurement tools and systems, information is obtained at the transaction level of the Group's sensitive balance sheet transactions from each computer application used to manage the various products. This information is used to produce databases with a certain amount of aggregation in order to speed up the calculations without impairing the quality or reliability of the information.

The assets and liabilities management application is parameterised in order to include the financial specifics of the products on the balance sheet, using behavioural customer models based on historical information (e.g. prepayment models and demand accounts). Growth data budgeted in the financial planning (volumes, products and margins) and information on the various market scenarios (interest and exchange rate curves) is also fed into this tool, in order to perform a reasonable estimate of the risks involved. It measures the Group's static gaps, net interest income and economic value.

To mitigate the structural interest rate risk, the Group actively manages risk by arranging additional hedging transactions on financial markets to supplement the natural hedges generated on its own balance sheet as a result of the complementarity between the sensitivity to fluctuations in interest rates on deposits and on lending transactions arranged with customers or other counterparties. At 31 December 2023, CaixaBank uses hedges as a strategy for mitigating its exposure and preserving the economic value of the balance sheet. The most significant hedges on the bank's balance sheet are loan hedges, issue hedges, demand account hedges and at BIS term deposit hedges. The most relevant are issue hedges that are structured as macro fair value hedges.

The interest rate risk in the banking book assumed by the Group is substantially below levels considered significant under current regulations.

Interest rate risk for the insurance business

In particular, the insurance group has an Asset and Liability Management Policy aimed at establishing the asset and liability management strategy, based, among other things, on ensuring compliance with the obligations arising from insurance contracts while limiting exposure to interest rate risk. In this regard, the risk exposure is limited through financial immunisation techniques commonly used in the insurance market.

Furthermore, the scope of structural interest rate risk in the insurance group includes the use of matching adjustment in the relevant risk-free interest rate term structure in accordance with the guidelines of the Solvency II Directive.

The surrender value and market value of the assets allocated to the portfolios affected by the flow matching adjustment stood at EUR 42,327 and EUR 44,897 million, respectively, as at 31 December 2023.

The following yield curves are used to discount the estimated future cash flows of insurance contracts:

Financial risk assumption

(% weighted average rate)

1 year 5 years 10 years 20 years 30 years
Risk 3.36 % 2.23 % 2.61 % 2.27 % 3.12 %
Savings 4.46 % 3.45 % 3.82 % 3.52 % 3.04 %
Direct participation 3.45 % 2.31 % 2.72 % 2.37 % 1.84 %

The rates presented in the table above have been calculated for the savings segment based on the weighted average discount rate of managed funds.

Finally, the following section presents a sensitivity analysis at year-end 2023 of how a possible change in interest rates and credit spreads could impact the "Other comprehensive income" derived from the valuation of insurance contracts referenced to the BBA model, as well as the "Financial assets at fair value through other comprehensive income" associated with this model:

Sensitivity of interest rates (1)

(incremental % with respect to the baseline scenario)

Impact on the Group's
equity
+100 BP -100 BP
Risk-free type (0.24) % 0.37 %
+50 BP -50 BP
Credit spread in Spanish debt (0.33) % 0.42 %
Credit spread in Italian debt (0.15) % 0.17 %
Credit spread in Portuguese debt (0.01) % 0.01 %
Credit spread in corporate (0.22) % 0.23 %

(1) The sensitivity variation applies to the yield curves for all durations.

Sensitivity has been calculated on the basis of the positions at the end of November 2023 (changes compared to December 2023 are not expected to be significant).

Exchange rate risk in the banking book

Exchange rate risk in the banking book corresponds to the potential risk in the assets affected by adverse movements in exchange rates.

The Group has foreign currency assets and liabilities in its balance sheet as a result of its commercial activity and its shares in foreign currencies, in addition to the foreign currency assets and liabilities deriving from the Group's measures to mitigate exchange rate risk.

The equivalent euro value of all foreign currency assets and liabilities in the Group's balance sheet is as follows:

Foreign currency positions

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Cash and cash balances at central banks and other demand deposits 569 662 542
Financial assets held for trading 2,065 1,964 4,806
Financial assets with changes in other comprehensive income 2,573 2,666 353
Financial assets at amortised cost 25,613 22,803 18,351
Equity Investments 161 150 124
Other assets (1,539) (3,983) 1,103
TOTAL FOREIGN CURRENCY ASSETS 29,442 24,262 25,279
Financial liabilities at amortised cost 17,301 14,114 10,716
Deposits 10,652 11,028 8,885
Central banks 548 660 918
Credit institutions 4,515 4,864 1,894
Customers 5,589 5,504 6,073
Debt securities issued 6,044 2,462 1,718
Other financial liabilities 605 624 113
Other liabilities 2,493 1,770 4,976
TOTAL FOREIGN CURRENCY LIABILITIES 19,794 15,884 15,692

The Group hedges its foreign currency risk by arranging cash transactions of financial derivatives, which mitigate the risk of asset and liability positions on the balance sheet. However, the nominal amount of these instruments is not reflected directly on the balance sheet but rather as memorandum items for financial derivatives. This risk is managed by seeking to minimise the level of exchange rate risk assumed in commercial activity, which explains why the Group's exposure to this market risk is low.

The remaining minor foreign currency positions in the banking book and of the treasury activity are chiefly held with credit institutions in major currencies. The methods for quantifying these positions, which are the same, are applied alongside the risk measurements used for the treasury activity as a whole.

The breakdown by currency of the main headings of the balance sheet are set out below:

Breakdown of the main balance sheet items by currency - 31-12-2023

(Millions of euros)
Cash * FA held for
trading
FA with changes
in OCI
FA at amortised
cost
FL at amortised cost Other liabilities
USD 251 991 2,229 18,453 13,661 914
JPY 20 15 134 222 2
GBP 40 985 3 3,708 2,359 1,103
PLN (Polish Zloty) 68 1 961 175 58
CHF 14 131 260 3
CAD 26 99 1,051 97 304
Other 150 (26) 341 1,175 527 109
TOTAL 569 2,065 2,573 25,613 17,301 2,493

FA: Financial assets; FL: Financial liabilities

(*) Cash and cash balances at central banks and other demand deposits

Given the reduced exposure to exchange rate risk and considering the existing hedges, the sensitivity of the balance sheet's economic value is not significant.

3.4.4 Liquidity and funding risk

Overview

Liquidity and financing risk refers to insufficient liquid assets or limited access to market financing to meet contractual maturities of liabilities, regulatory requirements, or the investment needs of the Group.

The Group manages this risk in order to ensure liquidity is maintained at levels that allow it to comfortably meet all its payment obligations and to prevent its investment activities from being affected by a lack of lendable funds, operating at all times within the RAF. The strategic principles to achieve the management objectives are as follows:

  • A decentralised liquidity management system across three units (the CaixaBank subgroup, the BPI subgroup and CaixaBank Wealth Management Luxembourg, S.A.), which includes a segregation of duties to ensure optimal management, control and monitoring of risks.
  • Maintaining an efficient level of liquid funds in order to meet obligations assumed, fund business plans and comply with regulatory requirements.
  • Active management of liquidity through ongoing monitoring of liquid assets and the balance sheet structure.
  • Sustainability and stability as principles of the funding source strategy, which is based on i) the customer deposit-based funding structure and ii) capital market funding, complementing the funding structure.

The liquidity risk strategy and appetite for liquidity and financing risk involves:

  • Identifying material liquidity risks for the Group and its liquidity management units;
  • Formulating the strategic principles the Group must observe in managing each of these risks;
  • Establishing the relevant metrics for each of these risks;
  • Setting appetite, tolerance, compliance / benchmark and, where applicable, recovery thresholds within the RAF.
  • Setting up management and control procedures for each of the risks, including mechanisms for internal and external systematic monitoring;
  • Defining a stress testing framework and a Liquidity Contingency Plan to ensure liquidity risk can be appropriately managed in moderate and severe crisis situations, and
  • And a recovery planning framework, in which scenarios and measures are devised for stress conditions.

In particular, the Group holds specific strategies with regard to: i) management of intraday liquidity risk; ii) management of the short-term liquidity; iii) management of sources of financing/concentrations; iv) management of liquid assets; and v) management of collateralised assets. Similarly, the Group has procedures to minimise liquidity risks in stress conditions through i) the early detection of the circumstances through which it can be generated; ii) minimising negative impacts; and iii) sound management to overcome a potential crisis situation.

Mitigation techniques for liquidity risk

On the basis of the principles mentioned in the previous section, a Contingency Plan has been drawn up defining an action plan for each of the established crisis scenarios. This sets out measures to be taken on the commercial, institutional and disclosure level to deal with this kind of situation, including the possibility of using the liquidity reserves or extraordinary sources of finance. In the event of a situation of stress, the liquid asset buffer will be managed in order to minimise liquidity risk.

The measures in place for liquidity risk management and anticipatory measures feature:

  • Delegation of the Annual General Meeting or, where applicable, of the Board of Directors for issuance, depending on nature of the type of instrument.
  • Availability of several facilities open with i) the ICO, under credit facilities mediation, ii) the European Investment Bank (EIB) and iii) the Council of Europe Development Bank (CEB). In addition, there are financing instruments with the ECB for which guarantees have been posted to ensure that liquidity can be obtained immediately:

Available in ECB facility

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Value of guarantees delivered as collateral 78,570 77,674 89,345
CaixaBank 73,034 71,550 83,424
BPI 5,536 6,124 5,921
Drawn down (15,620) (80,752)
TLTRO III – CaixaBank * (15,178) (75,890)
TLTRO III – BPI * (442) (4,862)
Interest on drawn guarantees 230 951
Interest on drawn guarantees - CaixaBank 240 951
Interest on drawn guarantees - BPI (10)
TOTAL AVAILABLE BALANCE IN ECB FACILITY 78,570 62,283 9,544

(*) Interest accrued from the borrowing from TLTRO III on 31 December 2023, 2022 and 2021 amounts to EUR -370 millon (expense), EUR 402 million (income) and EUR 746 million (income), respectively. The value "interest on drawn guarantees" is the calculation carried out by the Bank of Spain / Bank of Portugal to assess the guarantees drawn in the facility. The CaixaBank Group repaid a TLTRO III balance of EUR 15,620 million in 2023, of which EUR 7,143 million corresponded to ordinary repayment and EUR 8,477 million to early repayment, with no financing outstanding at year-end.

■ Maintenance of issuance programmes with a view to reducing the time required to formalise the issuance of securities to the market:

Debt issuance capacity - 31-12-2023

(Million euros / Million dollars)

Currenc
y
Total issuance
capacity
Total issued
CaixaBank fixed-income programme (CNMV 26-07-2023) EUR 30,000 185
CaixaBank EMTN ("Euro Medium Term Note") programme (Ireland 18-04-2023) EUR 30,000 25,015
BPI EMTN ("Euro Medium Term Note") Programme (Luxembourg 18-12-2023) EUR 7,000 1,850
CaixaBank US MTN ("U.S. Medium Term Note") programme (Ireland 29-03-2023) USD 5,000 3,250
CaixaBank ECP ("Euro Commercial Paper") programme (Ireland 26-04-2023) EUR 3,000 1,121
BPI Mortgage Covered Bonds Programme (CMVM Portugal 21-06-2023) EUR 9,000 7,250
BPI Public Sector Obligations Programme (CMVM Portugal 12-10-2023) EUR 2,000 600

■ Guaranteed securities issuance capacity:

Covered bond issuance capacity - 31-12-2023

(Millions of euros)

Issuance capacity * Total issued
Mortgage covered bonds 41,654 56,840
Public sector covered bonds 6,411 4,500

(*) The calculation of issuance capacity does not include liquid assets segregated in the liquidity cushion if they exist. Considering the liquidity cushion, the issuance capacity is EUR 41,654 million for mortgage covered bonds and EUR 6,411 million for covered bonds, as there are no assets segregated in the liquidity cushion at the end of December 2023.

The degree of collateralisation and overcollateralisation of CaixaBank's mortgage covered bonds issued is as follows:

Collateralisation of mortgage covered bonds of CaixaBank

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Mortgage covered bonds issued (A) 56,840 59,571 67,661
Loan and credit portfolio collateral for mortgage covered bonds (*) (B) 103,418 107,778 140,107
COLLATERALIZATION (B)/(A) 182 % 181 % 207 %
OVERCOLLATERALIZATION [(B)/(A)]-1 82 % 81 % 107 %

(*) The liquidity cushion is incorporated into the hedging set. At year-end, there was no balance in the liquidity cushion of the hedging set as no requirement existed, while in 2022, liquid assets were segregated for the hedging set, amounting to EUR 790 million (no requirement in 2021).

  • To facilitate access to short-term markets, CaixaBank currently maintains the following:
    • Interbank facilities with a significant number of (domestic and foreign) banks, as well as central banks.
    • Repo facilities with a number of domestic and foreign counterparties.

  • Access to central counterparty clearing houses for repo business (LCH SA Paris, Meffclear and EUREX Frankfurt).
  • The Contingency Plan and Recovery Plan contain a wide range of measures that allow for liquidity to be generated in a wide range of crisis situations. These include potential issuances of secured and unsecured debt, use of the repo market, and so on. For all these, viability is assessed under different crisis scenarios and descriptions are provided of the steps necessary for their execution and the expected period of execution.

Liquidity situation

A continuación, se presenta un detalle de la composición de los activos líquidos del Grupo bajo los criterios establecidos para la determinación de los activos líquidos de elevada liquidez para el cálculo de la ratio LCR:

Liquid assets *

(Millions of euros)
31-12-2023 31-12-2022 31-12-2021
Market
value
Applicable
weighted
amount
Market
value
Applicable
weighted
amount
Market
value
Applicable
weighted
amount
Level 1 assets 100,557 100,522 93,888 93,850 166,473 166,466
Level 2A assets 194 165 363 308 182 155
Level 2B assets 1,394 697 1,664 905 1,338 669
HIGH-QUALITY LIQUID ASSETS (HQLA) 102,145 101,384 95,915 95,063 167,993 167,290
Assets available in facility not considered
HQLAs
58,820 43,947 1,059
TOTAL LIQUID ASSETS 160,204 139,010 168,349

(*) Assets under the calculation of the LCR (Liquidity Coverage Ratio). It corresponds to high-quality liquid assets available to meet liquidity needs for a 30 calendar day stress scenario.

The Group's liquidity and financing ratios are set out below:

LCR and NSFR

(Millions of euros)

31-12-2023 31-12-2022 * 31-12-2021
High-quality liquid assets – HQLA (numerator) 101,384 95,063 167,290
Total net cash outflows (denominator) 47,067 48,911 49,743
Cash outflows 59,861 60,823 62,248
Cash inflows 12,794 11,912 12,505
LCR (LIQUIDITY COVERAGE RATIO) (%) (1) 215% 194% 336%
NSFR (NET STABLE FUNDING RATIO) (%) (2) 144% 142% 154%

(*) Information corresponding to the consolidated financial statements formulated

(1) LCR: regulatory ratio whose objective is to maintain an adequate level of high-quality assets available to cover liquidity needs with a 30-day horizon, under a stress scenario. According to Commission Delegated Regulation (EU) 2015/61 and its implementing regulation supplementing Regulation (EU) No 575/2013 of the European Parliament and of the Council regarding the liquidity coverage requirement for credit institutions, the regulatory minimum LCR ratio is 100%.

(2) NSFR – regulatory balance sheet structure ratio that measures the ratio between the quantity of available stable funding (ASF) and the quantity of required stable funding (RSF). Available stable funding is defined as the proportion of own funds and customer funds that are expected to be stable in the time horizon of one year. The amount of stable funding required by an institution is defined in accordance with its liquidity and the residual maturities of its assets and its balance sheet positions.

Regulation (EU) 2019/876 of the European Parliament and of the Council sets the regulatory minimum for the NSFR ratio at 100%.

Key credit ratings are displayed below:

CaixaBank credit ratings

Issuer
rating
Rating of
Long-term
debt
Short-term
debt
Outlook Preferred
senior debt
Assessment
date
mortgage
covered
bonds
Last review date
of mortgage
covered bonds
S&P Global A- A-2 Stable A- 25-04-2023 AA+ 26-01-2023
Fitch
Ratings
BBB+ F2 Stable A- 13-06-2023
Moody's Baa1 P-2 Stable Baa1 06-12-2023 Aa1 14-04-2023
DBRS A R-1(low) Stable A 14-03-2023 AAA 12-01-2024

In the event of a downgrade of the current credit rating, additional collateral must be delivered to certain counterparties, or there are early redemption clauses. The breakdown of the impact on liquidity deriving from 1, 2 and 3-notch downgrading is shown below:

Sensitivity of liquidity to variations in the credit rating

(Millions of euros)
1-notch 2-notch 3-notch
downgrade downgrade downgrade
Trading in derivatives / repos (CSA / GMRA / GMSLA agreements) * 3 14 14
Deposits taken with credit institutions * 0 0 812

(*) The balances presented are accumulated for each rating reduction.

Asset encumbrance – assets received and delivered under guarantee

The following table presents the assets delivered under guarantee:

Assets securing financing operations and unencumbered assets

(Millions of euros)

31-12-2023 31-12-2022 * 31-12-2021
Carrying
amount of
commi
tted assets
Carrying
amount of
non
committed
assets
Carrying
amount of
committed
assets
Carrying
amount of
non
committed
assets
Carrying
amount of
committed
assets
Carrying
amount of
non
committed
assets
Equity instruments 1,766 1,710 1,998
Debt securities ** 21,774 63,945 22,514 67,002 37,644 45,744
of which: covered bonds 3 7 1
of which: asset-backed securities 532 10 68 57 59
of which: issued by public administrations 21,448 54,696 21,330 59,979 35,030 41,485
of which: issued by financial corporations 83 5,320 913 3,867 2,128 1,582
of which: issued by non-financial
corporations
243 3,394 262 3,088 422 2,617
Other assets *** 59,553 386,796 81,650 360,264 125,793 396,082
Of which: loans and receivables 59,553 331,297 81,650 301,075 125,793 327,427
TOTAL 81,328 452,507 104,164 428,976 163,437 443,824

(*) Information corresponding to prepared consolidated annual financial statements

(**) Mainly corresponds to assets provided in repurchase agreements and ECB financing transactions.

(***) Mainly corresponds to assets pledged for securitised bonds, mortgage-covered bonds and public-sector covered bonds. These issuances are chiefly used in operations of issuances to market and as a guarantee in ECB funding operations.

The following table presents the assets received under guarantee:

Assets securing financing operations and unencumbered assets

(Millions of euros)

31-12-2023 31-12-2022 * 31-12-2021
FV of
committed
assets
FV of non
committed
assets
FV of
committed
assets
FV of non
committed
assets
FV of
committed
assets
FV of non
committed
assets
Collateral received ** 7,330 16,671 3,892 23,365 8,820 22,576
Equity instruments
Debt securities 7,327 14,400 3,885 20,401 8,816 19,990
Other guarantees received 3 2,271 7 2,964 4 2,586
Own debt securities other than covered
bonds or own asset-backed securities ***
192 250 333
Issued and unpledged covered bonds and
own asset-backed securities ****
66.519 58,152 18,075
TOTAL 7,330 83,382 3,892 81,767 8,820 40,984

(*) Information corresponding to prepared consolidated annual financial statements

(**) Mainly corresponds to assets provided in reverse repurchase agreements, securities lending transactions and derivatives.

(***) Senior debt treasury shares.

(****) Corresponds to treasury shares issued in the form of securitisations and covered bonds(mortgage/public sector).

FV: Fair value; Debt sec.: Debt securities

The asset encumbrance ratio is as follows:

Asset encumbrance ratio

(Millions of euros)

31-12-2023 31-12-2022 * 31-12-2021
Encumbered assets and collateral received (numerator) 88,658 108,056 172,257
Debt securities 29,101 26,399 46,459
Loans and receivables 59,553 81,650 125,793
Other assets 3 7 5
Total assets + Total assets received (denominator) 557,836 560,398 638,656
Equity instruments 1,766 1,710 1,998
Debt securities 107,446 113,802 112,193
Loan portfolio 390,851 382,725 453,220
Other assets 57,773 62,161 71,245
ASSET ENCUMBRANCE RATIO 15.89% 19.28% 26.97%

(*) Information corresponding to the consolidated financial statements formulated

In 2023, the collateralised assets ratio decreased compared to 2022, falling by 3.39 percentage points, mainly attributable to the repayment of TLTRO III.

Secured liabilities and the assets securing them are as follows:

Secured liabilities

(Millions of euros)

31-12-2023 31-12-2022 * 31-12-2021
Liabilities
hedged,
contingent
liabilities or
securities ceded
Assets,
guarantees
received and
treasury
instruments
issued *
Liabilities
hedged,
contingent
liabilities or
securities ceded
Assets,
guarantees
received and
treasury
instruments
issued **
Liabilities
hedged,
contingent
liabilities or
securities ceded
Assets,
guarantees
received and
treasury
securities
issued *
Financial liabilities 55,649 71,761 70,951 99,335 145,829 167,307
Derivatives 10,223 10,812 11,650 12,246 7,576 8,236
Deposits 27,436 31,893 39,175 54,772 113,567 131,141
Issuances 17,991 29,056 20,126 32,317 24,686 27,930
Other sources of 11,375 16,896 4,992 8,721 4,277 4,950
charges
TOTAL
67,024 88,657 75,943 108,056 150,106 172,257

(*) Information corresponding to prepared consolidated annual financial statements

(**) Excluding encumbered securitised bonds and asset-backed securities

As regards the financial assets used as collateral for liabilities, the deposits heading includes primarily the repo transaction in which fixed-income bonds are pledged as collateral and, to a lesser extent, issues of covered bonds recognised as deposits. Meanwhile, the debt securities heading includes issues of covered bonds secured by mortgage-covered bonds and, to a lesser extent, securitisations, and the derivatives heading includes collateral provided to counterparties for the value of derivatives collateralised by fixed-income bonds or cash.

Residual maturity periods

The following is a breakdown by maturity of the balances, including interest flows based on the market curves of the reference date (implicit rates) for banking business and other:

Residual maturity periods - 31-12-2023

(Millions of euros)

Demand =< 3
months
3 - 12
months
1 - 5 years > 5 years Total
Interbank assets 40,519 2,032 862 280 43,693
Loans and advances - Customers 1,387 40,067 53,178 148,711 170,747 414,090
Debt securities - Banking business and other 3,522 17,131 39,122 27,314 87,089
TOTAL ASSETS 1,387 84,108 72,341 188,695 198,341 544,872
Interbank liabilities 4 27,939 4,578 1,958 191 34,670
FL - Customer deposits 102,949 25,293 81,946 86,073 90,790 387,051
FL - Debt securities issued 6,454 6,217 41,438 13,991 68,100
TOTAL LIABILITIES 102,953 59,686 92,741 129,469 104,972 489,821
Of which are wholesale issues net of treasury shares and multi
issuers
2,498 2,499 26,314 24,916 56,227
Of which are other financial liabilities for lease 5 38 151 1,463 1,657
Drawable by third parties 5,944 16,884 39,839 54,502 117,169

FA: Financial assets; FL: Financial liabilities; Debt sec.: Debt securities

N.B.: prepayments are not applicable. Interest is included excluding hedging

The transaction maturities are projected according to their contractual and residual maturity, irrespective of any assumption that the assets or liabilities will be renewed. In the case of demand accounts with no defined contractual maturity, the Group's internal behaviour models are applied. In order to assess the negative gap in the short term, the following aspects must be considered:

  • The Group has high and stable retail financing with probable renewal.
  • Additional guarantees are available at the European Central Bank, and there is the capacity to generate new deposits through asset securitisation and the issuance of mortgage- or public sector-covered bonds.

The calculation does not consider growth assumptions, and consequently disregards internal strategies for raising net liquidity, which are especially important in the retail market. The monetisation of available liquid assets is also not included.

As regards issuances, the Group's policies take into account a balanced distribution of maturities, preventing concentrations and diversifying financing instruments.

In addition, its reliance on wholesale markets is limited.

Liquidity risk of insurance business

In addition, the insurance group uses a decentralised approach to manage its liquidity and funding risk with respect to CaixaBank, based on its own management frameworks and policies included in the strategic corporate risk management processes. The insurance group does not have a significant exposure to this risk as its portfolio investments are primarily long-term. However, there is a risk of illiquidity with the inherent market risk of assuming that an asset must be sold at a lower price than the market price due to its lack of liquidity or volatility at the time. Furthermore, there is a risk that the company may not have sufficient cash to meet immediate payments to meet its obligations over certain time horizons, mainly in the short term.

The insurance group continuously monitors the adequacy of the cash flows from investments and the obligations under insurance contracts. As assets are directly related to the liabilities that they cover, managing this risk is closely linked to the management of assets (see Note 3.4.1) and liabilities inherent to the business (see Note 3.4.2). While liquidity risk is inherent to any asset, monitoring the evolution of probable flows provides sufficient information to manage liquidity needs comprehensively.

In addition, two analyses are carried out based on the time horizon:

  • Cash flow forecast: a one-month forecast that analyses the need for liquidity to meet immediate commitments.
  • Forecast under different short/medium-term liquidity stress test scenarios: an analysis of the existing GAP in cash inflows and outflows derived from the insurance group's cash flow projection. This second analysis considers the segmentation of the business mainly according to interest rate guarantee and redemption rights.

The insurance group regularly monitors the matching of asset and liability flows to manage the sensitivity of portfolios to changes in the profitability and duration of assets and liabilities and to anticipate possible cash flow mismatches.

A breakdown of insurance contract liabilities by maturity is presented below:

Residual maturity periods - 31-12-2023

(Millions of euros)

Demand < 3
months
3 - 12
months
1 - 2
years
2 - 3
years
3 - 4
years
4 - 5
years
> 5 years Total
Insurance contract liabilities (IFRS 17)
(1)
6 1,831 5,437 5,091 5,444 3,957 3,553 25,409 50,728
TOTAL 6 1,831 5,437 5,091 5,444 3,957 3,553 25,409 50,728

(1) The amounts for Insurance Contract Liabilities do not include the Risk Adjustment for Non-Financial Risks, the CSM or contracts measured under VFA.

3.4.5 Market risk

Overview

The Group identifies market risk as the loss of value with an impact on the performance or solvency of a portfolio (set of assets and liabilities) due to unfavourable movements in prices or market rates. Market risk quantifies possible loss in the trading portfolio that may be due to fluctuations in interest rates, exchange rates, credit spread, external factors or prices on the markets where trading is conducted.

Market risk encompasses almost all the Group's trading portfolio, as well as the deposits and repos arranged by trading desks for management.

Risk factors are managed according to the return-risk ratio determined by market conditions and expectations, the limits structure and the authorised operating framework.

Market risk cycle

Monitoring and measurement of market risk

On a daily basis, the Group monitors the operations traded, calculating how market changes will affect the profit and loss of positions held, quantifying the market risk undertaken, and monitoring compliance with limits. With the results obtained from these activities, a daily report is produced on positions, risk quantification and the utilisation of risk thresholds, which is distributed to Senior Management, the officers in charge of managing them, to Model Validation and Risk and to the Internal Audit division.

As a general rule, there are two types of measurements which constitute a common denominator and market standard for the measurement of market risk:

Sensitivity

Sensitivity represents risk as the impact a slight change in risk factors has on the value of positions, without providing any assumptions about the probability of such a change. Value-at-risk (VaR)

The benchmark market risk measurement is VaR at 99% with a one-day time horizon for which the RAF defines a limit for trading activities of EUR 20 million (excluding the economic hedging CDS for the CVA, recognised for accounting purposes in the held-for-trading portfolio).

Daily VaR uses the historical simulation methodology which is based on the calculation of the impact on the value of the current portfolio of historical variations in risk factors: Daily changes observed over the last year are taken into account, with a confidence interval of 99%. VaR by historical simulation is suitable, given that it does not include any assumptions on the statistical behaviour of the risk factors, incorporating the consideration of nonlinear relationships between them.

Moreover, since a downgrade in the credit rating of asset issuers can also give rise to adverse changes in market prices, quantification of risk is completed with an estimate of the losses arising from changes in the volatility of the

credit spread on private fixed-income and credit derivative positions (spread VaR), which constitutes an estimate of the specific risk attributable to the security issuers. This calculation is also made using historical methodology and with a 99% confidence interval and assuming daily changes in credit spreads.

The total VaR results from the aggregation of both VaR: the VaR calculated for fluctuations in interest rates, exchange rates (and the volatility of both), inflation, commodities (excluding the current position) and equities, plus the VaR spread.

Additional measures to VaR

As an analysis measurement, the Group completes the VaR measurements with the following risk metrics, updated weekly:

  • Stressed VaR indicates the maximum loss on adverse movements in market prices based on a stressed historical period of one year, with a 99% confidence level and a daily time horizon (subsequently extrapolated to the regulatory horizon of 10 market days, multiplying by the root of 10). The stressed VaR calculation is leveraged by the same methodology and infrastructure as the historical VaR, with the only significant difference being the historical window selected.
  • The incremental default and migration risk reflects the risk related to changes in credit ratings or breach of positions in fixed-income instruments and credit derivatives in the trading portfolio, with a confidence level of 99.9%, one-year time horizon, and a quarterly liquidity horizon, which is justified by the high liquidity of portfolio issuances. The estimate is made using Monte Carlo simulation of possible future states of external rating of the issuer and the issuance, based on transition matrices published by the main rating agencies, where dependence between credit quality variations between the different issuers is modelled using Student's t-distribution.

The maximum, minimum and average values of these measurements in this year, as well as their value at the close of the period of reference, are shown in the following table.

Summary of risk measurements - 2023

(Millions of euros)

Maximum Minimum Medium Latest
1-day VaR 4.2 0.9 2.1 1.6
1-day Stressed VaR 10.8 1.8 3.3 2.7
Incremental risk 29.0 4.6 14.5 10.0

Backtest

To confirm the suitability of the estimates of the internal model, daily results are compared against the losses estimated under the VaR technique, which is what is referred to as backtesting. The risk estimate model is checked in two ways:

  • Through net or hypothetical backtesting, which relates the portion of the daily marked-to-market result of open positions at the close of the previous session to estimated VaR over a one-day time horizon, calculated on the basis of the open positions at the close of the previous session. This backtesting is the most appropriate means of performing a self-assessment of the methodology.
  • Gross (or actual) backtesting, which compares the total result obtained during the day (including intraday transactions) to VaR for a time horizon of one day, calculated on the basis of the open positions at the close of the previous session. This provides an assessment of the importance of intraday transactions in generating profit and estimating the risk.

The daily result used in both backtesting exercises does not include mark-ups, reserves, fees or commissions.

No significant incidents were detected during the 2023 financial year.

Stress test

Two stress testing techniques are used on the value of the trading positions to calculate the possible losses on the portfolio in situations of extreme stress:

Systematic stress: this technique calculates the change in value of the portfolio in the event of a specific series of extreme changes in the main risk factors. It considers parallel interest rate shifts (rising and falling); changes at various points of the slope of the interest rate curve (steepening and flattening); variation of the spread

between the instruments subject to credit risk and public debt securities (bond-swap spread); shifts in the EUR/USD curve differential; higher and lower volatility of interest rates; variation of the euro with respect to the USD, JPY and GBP; and variation in exchange rate volatility, share prices; and higher and lower volatility of shares and commodities.

  • Historical scenarios: this technique addresses the potential impact of actual past situations on the value of the positions held.
  • Reverse stress test: a technique that assumes a high-vulnerability scenario given the portfolio's composition and determines what variations in the risk factors lead to this situation.

Based on the set of measures described above, the management of market risk on trading positions in markets is in accordance with the methodological and monitoring guidelines.

Mitigation of market risk

As part of the required monitoring and control of the market risks taken, there is a structure of overall VaR limits complemented by the definition sublimits, stressed VaR and incremental default and migration risk, Stress Test and Stop Loss results and sensitivities for the various management units that could assume market risk.

The risk factors are managed using economic hedges on the basis of the return/risk ratio determined by market conditions and expectations, always within the assigned limits.

Beyond the trading portfolio, fair-value hedge accounting is used, which eliminates potential accounting mismatches between the balance sheet and statement of profit or loss caused by the different treatment of hedged instruments and their hedges at market values. In the area of market risk, limits for each hedge are established and monitored, in this case expressed as ratios between total risk and the risk of the hedged items.

3.5 OPERATIONAL RISK

Overview

Operational risk is defined as the possibility of incurring losses due to the failure or unsuitability of processes, people, internal systems and external events. Given the heterogeneity of the nature of operational events, CaixaBank does not record operational risk as a single element in the Corporate Risk Catalogue, but rather it has included the following risks of an operational nature: conduct and compliance, legal and regulatory, technology and other operational risks. For each of these risks in the Catalogue, the Group upholds the corresponding specific management frameworks, without prejudice to the additional existence of an operational corporate risk management policy.

CaixaBank integrates operational risk into its management processes in order to deal with the financial sector's complex regulatory and legal environment. The overall objective of managing this risk is to improve the quality of business management, supplying relevant information to allow decisions to be made that ensure the organisation's long-term continuity, optimisation of its processes and the quality of both internal and external customer service. This objective comprises a number of specific objectives that form the basis for the organisation and working methodology for managing operational risk. These objectives are:

  • To identify and anticipate existing or emerging operational risks.
  • To adopt measures to sustainably mitigate and reduce operational losses.
  • To promote the establishment of systems for the ongoing improvement of the operating process and of the control structure.
  • To exploit operational risk management synergies.
  • To promote an operational risk management culture.
  • To comply with the current regulatory framework and requirements for the applicability of the management and calculation models chosen.

Operational risk management cycle

Identification and measurement of operational risk

The internal operational risk database is the information structure housing data on the Group's operational losses. Operational risks are structured into four categories or hierarchical tiers, from the most generic to the most specific and detailed:

  • Tiers 1 and 2 of the regulations: Tier 1 comprises 7 subcategories (Internal Fraud; External fraud; Employment practices and security in workplace; Customers; Products and business practices; Damages to physical assets; Business interruptions and system faults, Execution and Delivery and process management) and Tier 2 comprises 20 subcategories.
  • Tier 3 Group internal: represents the combined individual risk of all the business areas and Group companies.
  • Tier 4 individual risks: represents the materialisation of particular Tier 3 risks in a process or activity.

The technological environment of the operational risk system provides all the functionality required and is fully integrated into the bank's transactional and information systems.

Operational risk is measured with the following aspects:

■ Quantitative measurement

The database of internal operational loss events is one of the foundations for managing operational risk and the future calculation of regulatory capital for operational risk, and it is also the core pillar used for the calculation of economic capital.

An operational event is the implementation of an identified operational risk, an event that causes an operational loss. It is the concept around which the entire data model revolves in the Internal Database. Loss events are defined as each individual economic impact related to an operational loss or recovery.

Gross losses by regulatory category (Tier 1) risk are broken down as follows:

The Group uses the standardised method to calculate regulatory capital consumption requirements for operational risk (see Note 4), however, the Group's operational risk measurement and management is based on policies, processes, tools and methodologies that are risk-sensitive, in line with market practices.

Therefore, the measurement of minimum capital requirements provided by the standard regulatory methodology (percentages applied to gross margin items) is used for supervisory reporting and compliance with minimum capital adequacy levels. In addition, the Group has aligned itself with international practices and has developed a model for calculating economic capital requirements, which covers all the risks in the Corporate Catalogue included in the range of operational risks.

■ Qualitative measurement

Operational risks are subjected to self-assessments on an annual basis, which make it possible to: i) obtain greater knowledge of the operational risk profile and the new critical risk; and ii) maintain a standardised update process for the taxonomy of operational risks, which is the foundation upon which this risk's management is defined.

Expert annual workshops and meetings are also held to generate extreme operational loss scenarios. The purpose is for these scenarios to be used to detect areas of improvement in the management and to supplement the available external and internal historical data on operational losses.

In addition, there are Key Risk Indicators (KRI) that make it possible to: i) anticipate the development of operational risks, taking a forward-looking approach to their management and ii) provide information on development of the operational risk profile and the reasons for this. A KRI is a metric that detects and anticipates changes in said risk, and its monitoring and management is integrated in the operational risk corporate management tool. KRIs are not by nature a direct result of risk exposure. They are metrics that can be used to identify and actively manage operational risk.

Monitoring and mitigation of operational risk

With the aim of contributing to the sustainable and recurring reduction of operational risks, an annual forecast of operational losses is carried out, covering the entire scope of management and enabling monthly monitoring to analyse and, where applicable, correct any possible deviations. The degree of compliance with the forecast is monitored periodically by the Operational Risk Committee, where the main deviations are analysed taking account of the nature of the operational losses and the most and least effective mitigating actions.

The generation of action and mitigation plans is one of the links in the Group's operational risk management chain. The action and mitigation plans may originate from any of the operational risk management tools or other sources: self-assessments, extreme scenarios, external sources (ORX, specialised press), KRIs, losses due to operational events, internal audits and internal validation reports.

Therefore, with the aim of monitoring and mitigating the operational risk, the following have been defined: action plans that entail appointing a centre to be in charge, setting out the actions to be undertaken to mitigate the risk covered by the plan, the percentage or degree of progress, which is updated regularly, and the final commitment date. This allows mitigation by i) decreasing the frequency at which the events occur, as well as their impact; ii) holding a solid structure of sustained control in policies, methodologies, processes and systems and iii) integrating —into the everyday management of the Group— the information provided by operational risk management levers.

In addition, the corporate insurance programme for dealing with operational risk is designed to cover certain risks, and it is updated annually. Risk transfer depends on risk exposure, tolerance and appetite at any given time.

Risk of an operational nature

The Corporate Risk Catalogue risks that are identified in the regulatory framework as operational risk, are described below.

3.5.1 Conduct and compliance risk

Insofar as operational risk is concerned, according to the regulatory definition, conduct and compliance risk is defined as the Group's risk arising from the application of conduct criteria that run contrary to the interests of its customers and stakeholders, or acts or omissions that are not compliant with the legal or regulatory framework, or with internal codes and rules, or with codes of conduct and ethical and good practice standards. The objective of the Group is: i) to minimise the probability of this risk occurring and ii) if it does, to detect, report and address the weaknesses promptly.

The management of compliance and conduct risk is not limited to any specific area, but rather the entire Group. All employees must ensure compliance with prevailing regulations, applying procedures that capture regulations in their activity.

In order to manage conduct and compliance risk, the Group drives the awareness-raising and promotion of the values and principles set out in the Code of Business Conduct and Ethics, and its employees and other members of its governing bodies must ensure that they are compliant as a core criterion guiding their day-to-day activities.

Therefore, as the first line of defence, the areas whose business is subject to conduct and compliance risk implement and manage first-level indicators or controls to detect potential sources of risk and act effectively to mitigate them. In turn, the function of Compliance, as the second line of defence, is to identify, evaluate, supervise and report on the risks of sanctions or financial losses to which the Entity is exposed, as a result of the breach of or defective/inadequate compliance with laws, regulations, legal or administrative requirements, codes of conduct, ethical standards or good practices, relating to the scope of action.

3.5.2 Legal and regulatory risk

Legal and regulatory risk is defined as the potential loss or decrease in the profitability of the Group as a result of changes in the legislation, of the incorrect implementation of this legislation in the Group's processes, of the inappropriate interpretation of the same in various operations, of the incorrect management of court or administrative injunctions, or of the claims or complaints received.

It is managed according to certain operational principles, with a view to ensure that the appetite and risk tolerance limits defined in the Group's RAF are respected.

In this regard, the Group conducts actions to constantly monitor and track regulatory changes, in pursuit of better legal security and legitimate interests, chiefly those described in Note 3.1 in relation to the regulatory environment. In this regard, the activities are coordinated by the Regulation Committee, the body responsible for defining the Group's strategic position in financial-regulation-related matters, driving the representation of the Group's interests and coordinating the regular assessment of the regulatory initiatives and proposals that may affect the Group.

Additionally, it appropriately implements standards and conducts monitoring —in each of the bank's initiatives— of its adaptation to consumer protection and privacy standards. This is coordinated by the Transparency Committee, the body responsible for ensuring transparency in the marketing of financial products and services. This Committee, through the Product Committee, is tasked with approving any new product or service, applying transparency and consumer protection regulations. In addition, the Privacy Committee constantly monitors compliance with aspects related to privacy and the protection of customers' personal data.

In order to ensure the correct interpretation of the standards, in addition to work on the study of jurisprudence, and decisions of the statutory authorities, in order to adjust the bank's activity to such criteria, it also enquires as to when it is necessary for the relevant administrative authorities.

In relation to the claims filed with the Customer Service Office, as well as the sustained flow of existing litigiousness, the Group has policies, criteria, analysis and monitoring procedures for these judicial claims and processes. These enable the Group to gain better knowledge of the activities that it develops, to identify and establish ongoing improvement in contracts and processes, to implement measures to raise awareness on regulations and early restoration of customers' rights in the event of any incidents, through agreements and establishing the appropriate accounting hedges, in the form of provisions, in order to cover hypothetical financial damages whenever they are deemed likely.

3.5.3 Technology risk

Also within the framework of operational risk, technology risk in the Corporate Risk Catalogue is defined as the risk of losses due to the inadequacy or failures of the hardware or software of technological infrastructure, due to cyber attacks or other circumstances that may compromise the availability, integrity, accessibility and security of infrastructure and data. The risk is broken down into 5 categories that affect ICT (Information and Communications Technology): i) availability; ii) information security; iii) operation and management of change; iv) data integrity; and v) governance and strategy.

Its current measurement is incorporated into a RAF recurring follow-up indicator, calculated on the basis of individual indicators and controls linked to the different areas comprising technology risk. Regular reviews are carried out by sampling, which make it possible to check the quality of the information and the methodology used in creating the indicators reviewed.

The internal governance frameworks associated with different fields of technology risk have been designed according to renowned international standards and/or they are aligned with the guidelines published by different supervisors:

■ IT governance, designed and developed under the ISO 38500 standard.

  • Information security, designed and developed under the ISO 27002 standard, and certification of the Information Security Management System based on the ISO 27001 standard.
  • Information Technology contingency, designed and developed under the ISO 27031 standard.
  • Information governance and data quality, designed and developed under the standard BCBS 239.

With the different frameworks of governance and management systems, CaixaBank seeks to guarantee:

  • Compliance with recommendations issued by regulators: Bank of Spain, European Central Bank, etc.
  • Maximum security in its operations, both in regular processes and in one-off situations.

And it also demonstrates to its customers, investors, and other stakeholders:

  • Its commitment to the governance of information technologies, and business security and continuity.
  • The implementation of management systems according to most renowned international standards.
  • The existence of different cyclical processes based on ongoing improvement.

Similarly, CaixaBank has been designated a critical infrastructure operator by virtue of the provisions of Act 8/2011 and is under the supervision of the National Centre for the Protection of Critical Infrastructures dependent on the State Secretary of Home Office Security.

Furthermore, CaixaBank holds a general emergency plan and various internal regulations on security measures, which include priority aspects such as: i) cybersecurity strategy; ii) the fight against customer fraud and internal fraud; iii) data protection; iv) security governance and disclosure; and v) supplier security.

CaixaBank's second line of defence has developed a control framework for this risk, based on international standards, which assesses the effectiveness of the control environment and measures the level of residual risk, establishing mitigation plans where necessary.

3.5.4 Other operational risks

In the Corporate Risk Catalogue, this means losses or damages caused by errors or faults in processes, due to external events, or actions of third parties outside the Group, whether accidentally or intentionally. It includes, among others, risk factors related to outsourcing, operational continuity or external fraud.

All of the Group's areas and companies are responsible for the set of other operational risks that arise within their respective remits. This means identifying, assessing, managing, controlling and reporting the operational risks of their activity and helping CaixaBank's Non-Financial Risk Control Division to implement the management model throughout the Group.

CaixaBank's second line of defence has developed control frameworks for outsourcing and external fraud risks, similar to those used in technology risk, to assess the effectiveness of the control environment and measure the level of residual risk, establishing mitigation plans where necessary. These reports are presented to management and governing bodies, as required.

4. CAPITAL ADEQUACY MANAGEMENT

The composition of the Group's eligible own funds is as follows:

Eligible own funds

(Millions of euros)

31-12-2023 31-12-2022 * 31-12-2021
Amount In % Amount In % Amount In %
Net equity 36,339 34,262 35,425
Shareholders' equity 38,206 36,639 37,013
Capital (Note 25) 7,502 7,502 8,061
Profit/(loss) 4,816 3,145 5,226
Reserves and other 25,888 25,992 23,726
Minority interests and OCI (1,867) (2,377) (1,588)
Other CET1 instruments (2,664) (800) (601)
Adjustment for minority interests/OCI 279 466 63
computability
Other adjustments (1)
(2,943) (1,266) (664)
CET1 Instruments 33,675 33,462 34,824
Deductions from CET1 (5,362) (5,968) (6,487)
Intangible assets (3,489) (3,463) (3,856)
Deferred tax assets (1,544) (1,901) (2,074)
Other deductions from CET1 (329) (604) (557)
CET1 28,313 12.4% 27,494 12.8% 28,337 13.1%
AT1 instruments (2) 4,487 4,238 4,985
AT1 Deductions
TIER 1 32,800 14.4% 31,732 14.8% 33,322 15.5%
T2 instruments (3) 6,309 5,575 5,192
T2 Deductions
TIER 2 6,309 2.8% 5,575 2.6% 5,192 2.4%
TOTAL CAPITAL 39,109 17.1% 37,307 17.3% 38,514 17.9%
Other eligible subordinated instruments. MREL 14,001 11,048 10,628
MREL, SUBORDINATED (4) 53,110 23.3% 48,355 22.5% 49,142 22.8%
Other computable instruments MREL 8,190 7,448 6,382
MREL (4) 61,300 26.8% 55,803 25.9% 55,524 25.7%
RISK WEIGHTED ASSETS (RWA) 228,428 215,103 215,651
Individual CaixaBank ratios:
CET1 12.1% 12.9% 13.9%
TIER 1 14.2% 15.0% 16.4%
Total capital 17.1% 17.8% 19.0%
RWAs 215,492 199,250 200,755

(*) Information corresponding to the consolidated financial statements formulated.

(1) This primarily includes the dividend forecast, the total amount of the share buyback programme ending in January 2024 (€500 million) and the IFRS 9 transitional adjustment.

(2) In the first quarter of 2023, an AT1 issue of EUR 750 million was completed. In the second quarter, an issue of EUR 500 million was no longer included, as it was amortised in September 2023 (see Note 23.3). After the close, in January 2024, a new issue of AT1 for EUR 750 million was carried out, and, at the same time, EUR 605 million of a previous issue of AT1 was repurchased through a buyback operation (see Note 1.9). (3) Two Tier 2 instruments were issued in the first half of the year, one for GBP 500 million and the other for EUR 1,000 million. In the second quarter, an issue of EUR 1,000 million was no longer included, as it was amortised in July 2023 (see Note 23.3).

(4) See Note 23.3 to see the senior preferred and senior non-preferred issuances conducted during the year.

The following chart sets out a summary of the minimum requirements of eligible own funds:

Minimum requirements

(Millions of euros)

31-12-2023 31-12-2022 ** 31-12-2021
Amount In % Amount In % Amount In %
BIS III minimum requirements
CET1 * 19,476 8.53% 17,929 8.34% 17,651 8.19%
Tier 1 23,610 10.34% 21,822 10.15% 21,553 9.99%
Total capital 29,120 12.75% 27,010 12.56% 26,756 12.41%

(*) Includes the minimum Pillar 1 requirement of 4.5%; the Pillar 2 requirement (supervisory review process) of 0.93%; the capital conservation buffer of 2.5%, the countercyclical buffer of 0.10% and the OEIS (Other Systemically Important Entity) buffer of 0.50%.

(**) Information corresponding to prepared consolidated annual financial statements

The following chart provides a breakdown of the leverage ratio:

Leverage ratio

(Millions of euros)

31-12-2023 31-12-2022 * 31-12-2021
Exposure 563,578 563,692 631,351
Leverage ratio (Tier 1/Exposure) 5.8% 5.6% 5.3%

(*) Information corresponding to prepared consolidated annual financial statements

The changes in eligible own funds are as follows:

Changes in eligible own funds

(Millions of euros)

31-12-2023
Amount In % Amount In %
CET1 AT THE START OF THE YEAR 27,494 12.8% 28,337 13.1%
Changes in CET1 instruments 214 (1,362)
Capital (559)
Benefit 4,816 3,145
Expected dividends (2,889) (1,730)
Reserves (1,519) (1,781)
Valuation adjustments and other (1) (194) (437)
Changes in deductions from CET1 605 519
Intangible assets (25) 393
Deferred tax assets 357 173
Other deductions from CET1 273 (47)
CET1 AT THE END OF THE YEAR 28,313 12.4% 27,494 12.8%
ADDITIONAL TIER 1 AT THE START OF THE YEAR 4,238 2.0% 4,985 2.3%
Changes in AT1 instruments (2) 249 (747)
Preference issues 750
Redemption of issuances (500) (750)
Other (1) 3
ADDITIONAL TIER 1 AT THE END OF THE YEAR 4,487 2.0% 4,238 2.0%
TIER 2 AT THE START OF THE YEAR 5,575 2.6% 5,192 2.4%
Changes in Tier 2 instruments (2) 734 383
Subordinated issuances 1,564 750
Redemption of issuances (1,000) (500)
Other 170 133
TIER 2 AT THE END OF THE YEAR 6,309 2.8% 5,575 2.6%

(1) Includes IFRS 9 transitional adjustment

(2) See Note 23.3 for issues of Tier 1 and Tier 2 instruments made and redeemed in the year.

(*) Information corresponding to prepared consolidated annual financial statements

The causative details of the main aspects of the financial year that have influenced the CET1 ratio are set out below:

Changes in CET1

The Common Equity Tier 1 (CET 1) ratio stood at 12.4%, including the one-off impact of the first application of IFRS 17 (-20 bps) and the full repurchase under the SBB programme initiated in September 2023 (EUR 500 million, -23 bps) (see Note 25).

A cash dividend of 39.19 euro cents per share, equivalent to a payout of 60% of consolidated net income, has been proposed to the Annual General Meeting.

The organic performance for the year was +203 bps, the proposed dividend for the year and the AT1 coupon payment was -146 bps, and the market and other performance was -24 bps. The impact of IFRS 9 phase in was +2 basis points at 31 December.

The Group's current level of capital adequacy confirms that the applicable requirements would not lead to any automatic restrictions according to the capital adequacy regulations, regarding the distribution of dividends, variable remuneration, and the interests of holders of Additional Tier 1 capital securities. At 31 December, CaixaBank has a margin of 387 basis points, equating to €8,837 million, until the Group's MDA trigger.

Information on capital requirements by risk calculation method is presented below:

Breakdown of risk weighted assets by method

31-12-2021
Amount % Amount % Amount %
188,636 82.6% 175,185 81.4% 172,796 80.2%
66,881 29.3% 80,919 37.6% 83,707 38.9%
121,755 53.3% 94,266 43.8% 89,089 41.3%
18,837 8.2% 19,978 9.3% 22,729 10.5%
2,788 1.2% 2,890 1.3% 4,837 2.2%
16,049 7.0% 17,088 7.9% 17,892 8.3%
982 0.4% 1,130 0.5% 1,755 0.8%
209 0.1% 12 0.0% 568 0.3%
773 0.3% 1,118 0.5% 1,187 0.6%
19,973 8.7% 18,810 8.7% 18,371 8.5%
19,973 8.7% 18,810 8.7% 18,371 8.5%
228,428 100.0% 215,103 100.0% 215,651 100.0%
31-12-2023 31-12-2022 **

(*) Includes credit valuation adjustments (CVA), deferred tax assets (DTAs) and securitisations.

(**) Information corresponding to prepared consolidated annual financial statements

In July 2023, the European Banking Authority (EBA) published the results of the stress tests, with a scope of 75% of the European banking sector's assets, which have been carried out on 70 banks (of which 57 belong to the European Union), including the CaixaBank Group.

The ECB will use the results of the stress test to assess the Pillar 2 capital needs of the various banks in the framework of its Supervisory Review and Evaluation Process (SREP). The qualitative results will be incorporated into the risk governance part of the SREP, thereby influencing the setting of Pillar 2 capital requirements (P2R). The quantitative results will be used as a core element in setting the Pillar 2 guidance (P2G), which is the level of capital that the ECB expects institutions to hold in addition to their mandatory capital requirements (P2R).

The exercise involves two macroeconomic scenarios (baseline and adverse), over a 3-year time horizon with a starting point in December 2022. The adverse scenario is built on a hypothetical increase in geopolitical tensions, including high inflation and higher interest rates, which would have strong adverse effects on private consumption and investment, both domestically and globally. In terms of GDP decline, the 2023 adverse scenario has been the most severe scenario used so far in EU-wide stress. As in previous years, the stress test involved a bottom-up exercise with some top-down elements.

In this adverse scenario, the CaixaBank Group would achieve a fully loaded CET1 capital ratio of 9.3% in the last year of the projection, down -313 bps from the starting position at December 2022 (12.5%). In the baseline scenario, it would achieve a fully loaded CET1 capital ratio of 15.2% in the last year of the projection, up +276 bps from the starting position at December 2022 (12.5%).

5. APPROPRIATION OF PROFIT/(LOSS)

The distribution of CaixaBank, SA's profit for 2023, which the Board of Directors, based on the information available at the date of preparation of these financial statements, has agreed to submit to the Annual General Meeting for approval, is presented below:

Appropriation of profits of CaixaBank, S.A.

(Millions of euros)

Amount Euros per
share
Basis of appropriation
Profit/(loss) for the year 4,304
Distribution
To dividends (1) 2,889 0.3919
To reserves (2) 1,415
To legal reserve (3)
To voluntary reserve (2) (4) 1,415
NET PROFIT FOR THE YEAR 4,304

(1) Estimated amount corresponding to payment of the dividend of EUR cents 39.19 per share, to be paid in cash. This amount is equivalent to 60% of consolidated net profit, in line with the dividend policy currently in force. It is noted that this dividend has been calculated taking the following into account: (a) the Company currently holds 129,404,256 treasury shares acquired under the share buyback programme completed on 3 January 2024, as reported in a statement of Other Significant Information published on the same date, (b) as announced in a statement of Inside Information on 18 September 2023, the purpose of the aforementioned buyback programme was to reduce CaixaBank's share capital by redeeming the treasury shares acquired under the programme, i.e. 129,404,256 shares, with the proposed resolution to reduce CaixaBank's share capital being submitted to this Annual General Meeting under point 7.1 of the Agenda, as announced in the Inside Information statement published on 18 September 2023, (c) in view of the above, these shares must be amortised, and (d) in accordance with the Capital Companies Act, treasury shares are not entitled to receive a dividend. Should the Company hold more treasury shares in addition to the 129,404,256 shares at the dividend payment date, the amount of the dividend corresponding to these additional treasury shares shall be applied to voluntary reserves.

(2) Estimated amount allocated to the voluntary reserve. This amount will be increased by the same quantity as the reduction in the amount earmarked for payment of the dividend (see note (1) above).

(3) It is not necessary to transfer part of the 2023 profit to the legal reserve as it is fully constituted. Subject to the approval of the Annual General Meeting of the proposed resolution to reduce the share capital, under item 7.1 on the Agenda, as well as the subsequent formalisation of such reduction, the amount equivalent to 20% of the share capital, following the capital reduction, shall be considered a legal reserve, with the surplus being considered as an available reserve.

(4) Remuneration of AT1 capital instruments corresponding to 2023, totalling EUR 277 million, will be deemed to have been paid, with this amount charged to voluntary reserves.

6. SHAREHOLDER REMUNERATION AND EARNINGS PER SHARESTOCK

6.1. SHAREHOLDER REMUNERATION

The Annual General Meeting held on 31 March 2023 resolved to pay a dividend of EUR 23.06 per share charged to 2022 profits, which represents a payout of 55%, paid on 12 April 2023. In the same meeting it approved the Dividend Policy for the 2023 fiscal year, consisting of a cash distribution of 50% - 60% of consolidated net profit, to be paid in a single payment in April 2024.

Furthermore, after receiving the appropriate regulatory authorisation, the Board of Directors agreed in September to approve and commence a programme for the repurchase of treasury shares ("SBB", share buy-back) for a maximum monetary amount of EUR 500 million with the aim of reducing the share capital by means of their redemption (See Other Relevant Information of 18 September 2023). On 3 January 2024, CaixaBank reached the maximum planned investment with the acquisition of a total of 129,404,256 treasury shares, representing 1.72% of the share capital.16 .

The reduction of CaixaBank, S.A.'s share capital by EUR 500 million, through the redemption of the 129,404,256 treasury shares acquired, is to be submitted for approval at the Annual General Meeting to be held in 2024.

The following dividends were distributed in recent years:

Dividends paid

(Millions of euros)

Euros per share Amount paid in
cash
Date of
announcement Payment date
2023
Dividend for 2022 0.2306 1,730 02-02-2023 12-04-2023
2022
2021 dividend 0.1463 1,179 27-01-2022 20-04-2022
2021
Dividend 2020 0.0268 216 29-01-2021 24-05-2021

The Board of Directors agreed to propose at the Annual General Meeting held on 1 February 2024 to distribute a cash dividend of EUR 0.3919, gross, per share charged to 2023 profits, which will be paid in April 2024.

Following the payment of this dividend, the shareholder returns in 2023 will be equivalent to 60% of the consolidated net profit.

In the same meeting, the Board of Directors approved the dividend plan for 2024, establishing the distribution of a cash dividend between 50% and 60% of the consolidated net profit in two cash payouts: an interim dividend in November 2024 for an amount between 30% and 40% of the consolidated net profit corresponding to the first half of 2024 profit and a supplementary dividend in April 2025, subject to final approval at the Annual General Meeting.

Furthermore, after obtaining the relevant regulatory authorisation, CaixaBank also intends to implement a new share buyback programme in the first half of 2024, with the aim of bringing the CET1 ratio closer to 12% by the end of 2023. The specific details of the share buyback, including the maximum amount, will be reported in due course once the relevant authorisation has been obtained.

16 At 31 December 2023, CaixaBank had acquired 127,963,079 shares for EUR 494,505,534, equivalent to 98.9% of the maximum monetary amount (see Note 25).

6.2. EARNINGS PER SHARE

Basic and diluted earnings per share of the Group are as follows:

Calculation of basic and diluted earnings per share

(Millions of euros)

2023 2022 restated 2021
Numerator 4,539 2,868 4,982
Profit attributable to the Parent 4,816 3,129 5,226
Less: Preference share coupon amount (AT1) (277) (261) (244)
Denominator (thousands of shares) 7,470 7,819 7,575
Average number of shares outstanding (1) 7,470 7,819 7,575
Adjusted number of shares (basic earnings per share) 7,470 7,819 7,575
Basic earnings per share (in euros) (2) 0.61 0.37 0.66
Diluted earnings per share (euro) (3) 0.61 0.37 0.66

(1) Number of shares outstanding at the beginning of the year, excluding average number of treasury shares held during the period. Includes the retrospective adjustments set out in IAS 33.

(2) If CaixaBank's profit/loss (non-consolidated basis) for 2023, 2022 and 2021 had been considered, the basic profit would be EUR 0.54, EUR 0.27 and EUR 0.53 per share, respectively.

(3) Preference shares did not have any impact on the calculation of diluted earnings per share, since their capacity to be convertible was unlikely. Additionally, equity instruments associated with remuneration components were not significant.

7. BUSINESS COMBINATIONS, ACQUISITION AND DISPOSAL OF OWNERSHIP INTERESTS IN SUBSIDIARIES

Business combinations – 2023

No business combinations took place in 2023.

Business combinations – 2022

Sa Nostra, Compañía de Seguros de Vida, S.A. (Sa Nostra Vida)

On 27 June 2022, CaixaBank reached an agreement with Caja de Seguros Reunidos, Compañía de Seguros y Reaseguros, S.A. (Caser) to have its subsidiary VidaCaixa, S.A.U. de Seguros y Reaseguros (VidaCaixa) buy its 81.31% interest in the share capital of Sa Nostra Vida, a company that provides life insurance and pension plans that operates in the Balearic Islands. The operation was completed in November of 2022, after obtaining the approvals of the Comisión Nacional de Mercados y Competencia and the Dirección General de Seguros y Fondos de Pensiones (the Spanish Markets and Competition Commission and the Spanish Directorate General for Insurance and Pension Funds, respectively).

VidaCaixa paid EUR 262 million to Caser, which was agreed between the parties in accordance with the terms of the Sa Nostra Vida shareholders' agreement.

In addition, a negative impact of EUR 29 million was recognised in the Group's income statement for the penalty included in the price for terminating the alliance with Caser in Sa Nostra Vida. The acquisition had no other significant impact on the Group's income statement or solvency.

In November of 2022, CaixaBank transferred the remaining 18.69% stake in Sa Nostra Vida to VidaCaixa, such that the latter wholly owns Sa Nostra Vida.

Once the aforementioned transactions had been executed, the reorganisation of Bankia's insurance businesses was completed. The accounting and operational integration of Sa Nostra Vida into VidaCaixa was completed in 2023.

Accounting of the business combination

These financial statements include the final recognition of this business combination. The acquisition date for accounting purposes was 31 December 2022. The impact on equity and profit or loss of the difference between the acquisition date and the date control was effectively obtained is not significant.

The value of the consideration for 100% amounts to EUR 272 million on a net value of assets and liabilities at fair value of EUR 203 million, whereby the latter amount mainly includes the valuation of EUR 37 million of the intangible assets associated with the estimated future profits in the risk insurance business, in addition to the corresponding tax effect. As a result of the acquisition, a first-time consolidation difference of EUR 43 million has been highlighted, which has been recognised in "Intangible assets - Goodwill" (see Note 20).

The net profit attributed to the Group and the gross margin from this business at 31 December 2022, if the business combination had been carried out on 1 January 2022, would be increased by EUR 10 million and EUR 15 million, respectively. The costs directly associated with the transaction are not relevant and have been recorded in the statement of profit or loss for the period in which they materialise.

Business combinations – 2021

Bankia Group

On 17 September 2020, the Board of Directors of CaixaBank and Bankia entered a Shared Merger Project involving the takeover merger of Bankia (absorbed company) by CaixaBank (absorbent company).

The Joint Merger Plan was deposited in the Commercial Register of Valencia and approved at the General Shareholders' Meetings of CaixaBank and Bankia, which were held in early December 2020. Effective control was set for 23 March 2021, once all conditions precedent were met.

In the first quarter of 2021, the Group recorded a positive amount equivalent to the negative difference arising on consolidation of EUR 4,300 million under "Negative goodwill recognised in profit or loss" in the accompanying condensed interim consolidated statement of profit or loss (before and after tax). On 31 March 2022, the interim period for evaluating the PPA concluded, with no changes to the initial estimate.

Bankia Vida, S.A.

On 29 December 2021, after obtaining the relevant regulatory authorisations, CaixaBank formalised the purchase from Grupo Mapfre of 51% of the share capital of Bankia Vida, S.A. de Seguros y Reaseguros. Thus, the Group has acquired the entire share capital, acquiring full control over that company. The acquisition date for accounting purposes was 31 December 2021.

The price for this transaction, materialised in cash, amounted to EUR 324 million and includes the termination costs foreseen under the agreements with Mapfre (10% of the value determined by the independent expert, weighted by the percentage of capital acquired from Mapfre, equivalent to EUR 29 million).

The price for the purchase of 51% of BV is consistent with the value of EUR 577 million as determined by the independent expert chosen between the parties for the total share capital of BV (excluding the costs of the split).

Mapfre and CaixaBank agreed to submit to arbitration whether CaixaBank is obliged, under the aforementioned banking-insurance agreements, to pay Mapfre an additional amount of EUR 29 million, corresponding to an additional 10% of the value of the EUR 577 million as determined by the independent expert, for the total of the share capital of BV, weighted by the percentage of acquired capital of BV (51%). The arbitration situation is detailed in Note 24.3.

Accounting of the business combination

As a result of the acquisition, a first consolidation difference of EUR 399 million has been highlighted which has been recorded (retroactively to the date of the business combination).

The Group has conducted a fair value allocation process consistent with IFRS 3, in collaboration with an independent expert. As a result, customer portfolios (Life, Non-Life and Unit Linked) that meet the identifiability and separability criteria established in IAS 38 have been identified amounting to EUR 492 million gross and recognised under "Intangible assets - Other intangible assets", with the corresponding deferred tax liability for the temporary difference between the carrying amount and the tax cost of this asset (subsequently adjusted with the first application of IFRS 17 - see Note 20).

As part of its plan to rearrange the Group's insurance business, in March 2022, CaixaBank sold 100% of the share capital of BV to VidaCaixa. This had no impact on the Group's equity, on a consolidated level. In November 2022, BV was merged into VidaCaixa for accounting and operational purposes.

8. SEGMENT INFORMATION

The objective of business segment reporting is to allow internal supervision and management of the Group's activity and profits. The information is broken down into several lines of business according to the Group's organisation and structure. The segments are defined and segregated taking into account the inherent risks and management characteristics of each one, based on the basic business units which have accounting and management figures.

The following is applied to create them: i) the same presentation principles are applied as those used in Group management information, and ii) the same accounting principles and policies as those used to prepare the financial statements.

The Group is made up of the following business segments:

  • Banking and insurance business: shows earnings from the Group's banking, insurance, asset management, real estate and ALCO's activity mainly in Spain.
  • BPI: covers the income from the BPI's domestic banking business, essentially in Portugal. The income statement shows the reversal of the fair value adjustments of the assets and liabilities resulting from the business combination.
  • Corporate centre: includes the investees allocated to the equity investments business in the segmentation effective until 2021, that is, Telefónica, BFA, BCI, Coral Homes and Gramina Homes, as well as Erste Group Bank until its divestment in the fourth quarter of 2021. This line of business shows earnings from the stakes net of funding expenses.

In addition, the Group's excess capital is allocated to the corporate centre, which is calculated as the difference between the Group's total shareholders' equity and the capital assigned to the Banking and Insurance business, BPI and the investees allocated to the corporate centre. Specifically, the allocation of capital to these businesses and investees takes into account the 11.5% capital consumption for risk-weighted assets, as well as any applicable deductions. Liquidity is the counterpart of the excess capital allocated to the corporate centre.

The operating expenses of these business segments include both direct and indirect costs, which are assigned according to internal distribution methods. Specifically, the corporate expenses at Group level are assigned to the corporate centre.

The performance of the Group by business segment is shown below:

Consolidated statement of profit or loss of CaixaBank Group - By business segment

(Millions of euros)

Banking and insurance BPI Corporate centre
2023 2022 2021
Of
which
insurance
*
Of
which
insurance
*
Of
which
insurance
2023 2022 2021 2023 2022 2021
NET INTEREST INCOME 9,140 165 6,004 51 5,552 325 928 544 448 45 4 (25)
Dividend income and share of profit/(loss) of
entities accounted for using the equity method *
291 250 165 155 266 209 21 33 25 132 187 326
Net fee and commission income 3,367 152 3,559 147 3,417 (6) 291 296 288
Gains/(losses) on financial assets and liabilities and
others
252 9 289 16 193 7 25 27 11 (42) 12 17
Profit/(loss) from the insurance service 1,118 1,107 936 924 650 653 0 0
Other operating income and expense (1,254) 1 (918) (862) (2) (77) (38) (24) (6) (7) (8)
GROSS INCOME 12,914 1,684 10,035 1,293 9,216 1,186 1,188 862 748 129 196 310
Administration expenses, depreciation and (5,257) (160) (5,060) (126) (7,542) (149) (501) (455) (445) (63) (60) (62)
amortisation
PRE-IMPAIRMENT INCOME
7,657 1,524 4,975 1,167 1,674 1,037 687 407 303 66 136 248
Impairment losses on financial assets and other
provisions
(1,258) (3) (1,071) (1,238) (85) (29) (77) 0 (9)
NET OPERATING INCOME/(LOSS) 6,399 1,521 3,904 1,167 436 1,037 602 378 226 66 127 248
Gains/(losses) on disposal of assets and others (85) 1 (71) 1 4,360 (11) (6) (48) (18) 51
PROFIT/(LOSS) BEFORE TAX FROM CONTINUING
OPERATIONS
6,314 1,522 3,833 1,168 4,796 1,037 592 378 220 18 109 299
Income tax (1,950) (375) (1,100) (298) (54) (243) (173) (101) (53) 14 12 19
PROFIT/(LOSS) AFTER TAX FROM CONTINUING
OPERATIONS
4,364 1,147 2,733 870 4,742 794 419 277 167 32 121 318
Profit/(loss) attributable to minority interests 0 0 2 1 0 0
PROFIT/(LOSS) ATTRIBUTABLE TO THE GROUP 4,364 1,147 2,731 870 4,741 794 419 277 167 32 121 318
Total assets 562,423 88,947 555,088 80,081 632,423 81,649 38,524 38,804 41,308 6,220 4,959 0
Of
which:
positions in sovereign debt
138,243 50,142 145,079 45,977 149,663 60,103 5,848 6,519 6,627

(*) VidaCaixa's results incorporate the following inorganic changes: Merger with Bankia Pensiones in the fourth quarter of 2021 and acquisition in December 2021 of 51% of Bankia Vida from Mapfre to reach 100% stake and merge in the fourth quarter of 2022. In the final quarter of 2022, VidaCaixa held a 100% stake in Sa Nostra Vida (81.3% acquired from Caser, with the remaining 18.7% corresponding to the stake it held directly after the merger). In May 2023, VidaCaixa formalised the purchase of 100% of Bankia Mediación from CaixaBank.

The banking and insurance businesses have an integrated Banking-Insurance management model. Under a regulatory framework with similar accounting and supervision objectives, sales and risks are managed jointly, as the model is integrated. The results of the Banking-Insurance business are presented as a single business segment in the segment reporting because of this integrated Banking-Insurance management model.

The income of the Group by segment, geographical area and distribution of ordinary income is as follows:

Distribution of interest and similar income by geographical area

(Millions of euros)

CaixaBank CaixaBank Group
2023 2022 2021 2023 2022 2021
Domestic market 14,057 6,277 5,151 16,034 8,297 7,310
International market 786 253 80 2,189 900 582
European Union 778 247 74 2,175 885 573
Eurozone 492 104 41 1,889 742 540
Non-eurozone 286 143 33 286 143 33
Other countries 8 6 6 14 15 9
TOTAL 14,843 6,530 5,231 18,223 9,197 7,892

Distribution of ordinary income *

(Millions of euros)

Ordinary income from Ordinary income between
customers segments Total ordinary income
2023 2022 2021 2023 2022 2021 2023 2022 2021
Banking and insurance 24,790 16,492 13,339 140 106 62 24,930 16,598 13,401
Spain 23,701 15,998 13,075 140 106 62 23,841 16,104 13,137
Other countries 1,089 494 264 1,089 494 264
BPI 1,686 979 820 82 67 53 1,768 1,046 873
Portugal/Spain 1,685 972 812 82 67 53 1,767 1,039 865
Other countries 1 7 8 1 7 8
Corporate centre 89 205 340 122 76 14 211 281 354
Spain 17 57 83 88 59 12 105 116 95
Other countries 72 148 257 34 17 2 106 165 259
Ordinary adjustments and
eliminations between segments
(344) (249) (129) (344) (249) (129)
TOTAL 26,565 17,676 14,499 0 0 0 26,565 17,676 14,499

(*) Corresponding to the following items in the Group's public statement of profit or loss:

  1. Interest income

  2. Dividend income

  3. Share of profit/(loss) of entities accounted for using the equity method

  4. Fee and commission income

  5. Gains/(losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net

  6. Gains/(losses) on financial assets and liabilities held for trading, net 7. Gains/(losses) on assets not designated for trading compulsorily measured at fair value through profit or loss, net

  7. Gains/(losses) on financial assets and liabilities designated at fair value through profit or loss, net

  8. Gains/(losses) from hedge accounting, net

  9. Other operating income

  10. Insurance revenue

9. REMUNERATION OF "KEY MANAGEMENT PERSONNEL"

9.1. REMUNERATION OF THE BOARD OF DIRECTORS

At the Ordinary Annual General Meeting of CaixaBank held on 8 April 2022, a new remuneration policy for the Board of Directors was approved, applicable from the date of its approval and until 2025, inclusive, in accordance with the remuneration scheme set out in the Articles of Association and which is also included in the Regulations of the Board of Directors, according to the provisions of the Spanish Capital Companies Law and Act 10/2014, of 26 June, on the organisation, supervision and capital adequacy of credit institutions. On 31 March 2023, the CaixaBank Annual General Meeting agreed to amend the remuneration policy approved on 8 April 2022, maintaining its period of validity.

Article 34 of CaixaBank's By-laws stipulates that the position of Director shall be remunerated and that this remuneration shall consist of a fixed annual sum with a maximum amount determined by the Annual General Meeting and which shall remain in force until the General Meeting agrees to modify it. This maximum amount shall be used to remunerate all the Directors in their condition as such and shall be distributed as deemed appropriate by the Board of Directors, following the proposal of the Remuneration Committee, both in terms of remuneration to members, especially the Chairman, who receives additional fixed remuneration for carrying out his duties, and according to the duties and position of each member and to the positions they hold in the various Committees, and other objective circumstances that it deems relevant, which may give rise to different remuneration for each of them, with regard to the frequency. In addition, subject to the resolution and within the maximum amount approved at the aforementioned AGM, the directors may be remunerated through the delivery of shares in the Company or in another listed company of the group to which it belongs, options thereon or remuneration indexed to the value of the shares.

The remuneration of directors in their capacity as such —who maintain an organic relationship with CaixaBank, and consequently do not have contracts entered into with the Company for exercising their functions or receive any kind of payment for termination of their position as director— consists solely of fixed components.

Notwithstanding the foregoing, executive directors shall be entitled to receive remuneration for the performance of their executive duties, consisting of a fixed amount, a supplementary variable amount and incentive schemes, as well as a portion of remuneration that may include the appropriate pension and insurance schemes and, where applicable, Social Security, to be determined by the Board of Directors at the proposal of the Remuneration Committee. The performance of execution functions may be remunerated by granting shares in the Company or in other publicly traded Group companies, options or other share-based instruments or by other remuneration pegged to the value of the shares. In the event of departure not caused by a breach of their functions, directors may be entitled to compensation.

Furthermore, given the considerable practical complexity of an independent policy, the directors are insured under the Group's civil liability policy for directors and executives, covering any liabilities they may incur through the performance of their duties.

Details of remuneration and other benefits received by the members of the Board of Directors of CaixaBank for their membership in that body in those years are as follows:

Remuneration of the Board of Directors

(Thousands of euros)

Fixed components Variable components (6)
Position Salary Remuneratio
n for being
on the Board
Remuneration
for being on
Board
committees
Remuneratio
n for
positions held
in Group
companies *
Remuneration for
being on Boards
outside the Group
(5)
Variable
remuneratio
n in cash
Share-based
remuneratio
n schemes
Long
term
savings
system
Other
items
(4)
Total
2023
Total
2022
Total
2021
Goirigolzarri, Jose Ignacio (1) Chairman ** 1,543 95 80 15 152 248 118 2,251 2,136 1,693
Gual, Jordi (1) 331
Muniesa, Tomás Deputy
Chairman
95 105 435 11 646 638 636
Gortazar, Gonzalo Chief
Executive
2,142 95 53 86 431 704 540 95 4,145 3,940 3,896
Reed, John S. (3) Officer ** 33 12 45 164 164
Ayuso, Joaquín (1) Director 95 84 179 170 129
Bassons, Maria Teresa (1) 28
Campo, Francisco Javier (1) Director 95 108 202 170 129
Castillo, Eva (1) Director 95 119 214 170 129
Fisas, M. Verónica Director 95 66 160 190 190
Fundación CajaCanarias, repres.
by Natalia Aznarez (1)
33
García-Bragado, Alejandro (1) 28
Garmendia, Cristina Director 95 116 210 200 200
Garralda, Ignacio (1) 21
Löscher, Peter (3) Director 59 40 99
Moraleda, María Amparo Director 95 139 234 232 206
Sanchiz, Eduardo Javier Lead Director 123 164 287 230 230
Santero, Teresa (1) Director 95 53 147 140 107
Serna, José Director 95 84 179 170 163
Costa-Duarte Ulrich, Fernando
María (1) (2)
Director 95 84 750 929 920 879
Usarraga, Koro Director 95 169 264 250 250
TOTAL *** 3,685 1,444 1,474 1,271 26 583 952 540 213 10,188 9,720 9,442

(*) Registered in the income statement of the respective companies. (**) Jose Ignacio Goirigolzarri and Gonzalo Gortázar have performed executive functions over the three financial years.

(***) The figures shown have been determined on an accrual basis. In contrast to the Annual Directors' Remuneration Report, the annual financial statements include; (i) contributions to the long-term savings system (although these contributions are not consolidated); (ii) remuneration received for membership on Boards external to the Group; and (iii) variable remuneration accrued during the year, regardless of whether it is deferred.

(1) Appointed in 2021: José Ignacio Goirigolzarri as Chairman, Joaquín Ayuso, Francisco Javier Campo and Eva Castillo as independent directors, Fernando M. Ulrich as external director and Teresa Santero as proprietary director at the proposal of the FROB. Furthermore, Jordi Gual, Maria Teresa Bassons, Alejandro García-Bragado, Ignacio Garralda and the CajaCanarias Foundation stood down in 2021.

(2) The positions held at BPI are not in representation of CaixaBank Group.

(3) In 2023, Peter Löscher was appointed as an independent director. Additionally, John S. Reed stepped down in 2023.

(4) Includes remuneration in kind (health and life insurance premiums paid in favour of Executive Directors), interest accrued on deferred variable remuneration in cash, other insurance premiums paid and other benefits.

(5) Remuneration received for representing the Company on Boards of Directors of listed companies and others in which the Company has a presence, outside of the consolidated group and which are recorded in the statements of profit or loss of the respective companies.

(6) This includes EUR 533,000 of variable remuneration subject to multi-annual factors.

  1. REMUNERATION OF "KEY MANAGEMENT PERSONNEL"

CaixaBank does not have any pension obligations with former or current members of the Board of Directors in their capacity as such.

9.2. REMUNERATION OF SENIOR MANAGEMENT

The breakdown and details of remuneration received by Senior Management of the Entity are as follows:

Remuneration of Senior Management

(Thousands of euros)
---------------------- --
2023 2022 2021
Salary (1) 12,661 11,545 11,927
Post-employment benefits (2) 1,356 1,594 1,739
Other long-term provisions (3) 64 65 431
Other positions in Group companies 1,251 1,024 1,011
TOTAL 15,332 14,228 15,108
Remuneration received for representing the Entity on Boards of Directors of listed
companies and others in which the Company has a presence, outside of the
consolidated group (4)
48 124 180
TOTAL REMUNERATION 15,380 14,352 15,288
Number of members of the Senior Management: 15 13 13

(1) This amount includes fixed remuneration, remuneration in kind and total variable remuneration received by members of the Senior Management. Variable remuneration corresponds to the variable remuneration scheme with multi-year metrics accruing in cash and shares for the year, which includes the deferred portion subject to the multi-year adjustment. It does not include accrued severance payments in 2023 for an amount of EUR 2 million.

(2) Includes insurance premiums and discretionary pension benefits.

(3) This item corresponds to the amount of the risk policy whose increase or decrease does not correspond to the remuneration management, but rather to the performance of the technical variables that determine the premiums.

(4) Registered in the income statement of the respective companies.

All the contracts of Senior Management members, the Chairman and the Chief Executive Officer have postcontractual non-competition commitments of one annual payment of their fixed components (payable in 12 monthly payments) and indemnity clauses equivalent to one annual payment of the fixed components, or the amount payable by law, whichever is higher.

The Chairman and the Chief Executive Officer have an indemnity clause of 1 annual payment of the fixed remuneration components. There are currently 2 committee members for whom the indemnity to which they are legally entitled remain less than 1 year of their salary.

The value of obligations accrued as defined contribution post-employment commitments with Executive Directors and Senior Management are as follows:

Post-employment commitments with Executive Directors and Senior Management

(Thousands of euros)

31-12-2023 31-12-2022 31-12-2021
Post-employment commitments 17,728 18,792 19,533

9.3. OTHER DISCLOSURES RELATING TO THE BOARD OF DIRECTORS

Article 30 of the Regulations of the Board of Directors of CaixaBank governs the situations of conflict applicable to all directors, establishing that the director must avoid situations that could entail a conflict of interest between the Company and the Director or its related persons, adopting the measures necessary in this regard.

Directors bear certain obligations in their duty to avoid situations of conflicts of interest, such as: i) directly or indirectly carrying out transactions with CaixaBank unless they are ordinary operations, carried out under standard conditions for all customers and of little significance; ii) using the Company name or relying on their status as director of the Company to unduly influence private transactions; iii) making use of the Company's assets or availing themselves of their position at the Company to obtain an economic advantage or for any private purposes; iv) taking advantage of the company's business opportunities; v) obtaining advantages or remuneration from third parties other than the Company and its group in association with the performance of their duties, with the exception of mere courtesies; and vi) performing activities on their own behalf or via third parties that constitute

direct, actual or potential competition with the company or which, by any other means, put them in a position of permanent conflict with the interests of CaixaBank.

The aforementioned obligations may be waived in one-off cases, in some cases require the approval by the General Meeting.

The Regulations of the Board of Directors are publicly available on the CaixaBank website (www.caixabank.com).

In any case, the advisers must notify the CaixaBank Board of Directors of any situation of conflict —direct or indirect, that the directors or persons related to them may be involved in— with the interests of the Group, which will be subject to reporting in the financial statements, as established in article 229.3 of the Corporate Enterprises Act.

In 2023, no directors reported any situations that would place them in a conflict of interest with the Group. However, on the following occasions, the directors abstained from speaking and voting in the deliberation of matters at meetings of the Board of Directors:

Conflicts of interest Director Conflict of interest José Ignacio Goirigolzarri (Chairman) Abstention from the deliberation and voting on the resolution regarding variable remuneration and achievement of targets orresponding to 2022. Abstention from the deliberation and voting on the resolution regarding remuneration corresponding to 2023. Abstention in the deliberation and vote on the proposal to amend the directors' remuneration policy, to be submitted for approval at the Annual General Meeting, in relation to remuneration for their executive functions. Tomás Muniesa (Deputy Chairman) Abstention from deliberation and voting on motions regarding financing arrangements intended for related parties. Gonzalo Gortazar (Chief Executive Officer) Abstention from the deliberation and voting on the resolution regarding variable remuneration and achievement of targets orresponding to 2022. Abstention from the deliberation and voting on the resolution regarding remuneration corresponding to 2023. Abstention from the deliberation and vote on the proposed resolution regarding his re-election as a director, to be submitted for approval by the Annual General Meeting. Abstention in the deliberation and vote on the proposal to amend the directors' remuneration policy, to be submitted for approval at the Annual General Meeting, in relation to remuneration for their executive functions. Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as Chief Executive Officer. Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as a member of the Executive Committee. Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as member of the Innovation, Technology and Digital Transformation Committee. Francisco Javier Campo García (Director) Abstention from the deliberation and voting on the proposal for resolution regarding appointment as member of the Innovation, Technology and Digital Transformation Committee. Eva Castillo Sanz (Director) Abstention from deliberation and voting on a motion regarding a financing arrangement intended for a related party. Abstention from the deliberation and voting on the proposal for resolution regarding appointment as member of the Remuneration Committee. María Verónica Fisas Vergés (Director) Abstention from deliberation and voting on motions regarding financing arrangements intended for related parties. Cristina Garmendia Mendizábal (Director) Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as Director, to be submitted for the approval of the Annual General Meetings. Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as member of the Audit and Control Committee. Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as member of the Remuneration Committee. Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as member of the Innovation, Technology and Digital Transformation Committee.

  1. REMUNERATION OF "KEY MANAGEMENT PERSONNEL"

Conflicts of interest

Director Conflict of interest
María Amparo
Moraleda
(Director)

Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as
Director, to be submitted for the approval of the Annual General Meetings.

Abstention from deliberation and voting on motions regarding financing arrangements intended for
related parties.

Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as
a member of the Executive Committee.

Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as
member of the Appointments and Sustainability Committee.

Abstention from the deliberation and voting on the proposal for resolution regarding reappointment as
member of the Innovation, Technology and Digital Transformation Committee.
Peter Löscher
(Director)

Abstention in the deliberation and vote on a resolution relating to hedging the investment in
Telefónica, S.A.
Eduardo Javier
Sanchiz Irazu
(Director)

Abstention from the deliberation and voting on the proposal for resolution regarding appointment as
member of the Executive Committee.
Teresa Santero
Quintillá
(Director)

Abstention in the deliberation and vote on the draft resolution on the signing of a European framework
agreement (EMA) for financial transactions with BFA Tenedora de Acciones, S.A.U., and in the
deliberation and vote on subsequent resolutions related to this framework agreement.

Abstention from the deliberation and vote on the agreement between CaixaBank and Sociedad de
Activos Procedentes de la Reestructuración Bancaria, S.A. (SAREB), regarding the settlement and
termination of obligations arising from the asset transfer agreement signed in 2012 by SAREB with
Banco de Valencia and other companies.

Abstention in the deliberation and vote on the settlement agreement between CaixaBank and the Fund
for Orderly Bank Restructuring (FROB) regarding the termination of the asset protection scheme of
Banco de Valencia.

Abstention in the deliberation and vote on the resolution regarding the granting of guarantees to a
subsidiary of Sociedad de Gestión de Activos Procedentes de la Reestructuración Bancaria, S.A.
(SAREB).
Koro Usarraga
Unsain
(Director)

Abstention from deliberation and voting on motions regarding financing arrangements intended for
related parties.

Abstention from the deliberation and voting on the proposal for resolution regarding appointment as
member of the Remuneration Committee.

The other directors in office during the 2023 financial year (i.e. Mr Joaquín Ayuso, Mr Fernando Maria Costa Duarte Ulrich and Mr José Serna Masià and, during his term of office, Mr John S. Reed) have declared that they have not had, during their term of office in 2023, any direct or indirect conflicts with the Company's interests, whether personal or relating to associated persons.

The Internal Rules of Conduct on Matters relating to the Stock Market regulates conflicts of interest, establishing the obligation to inform Regulatory Compliance of any conflict of interest affecting the director of his or her related parties.

There is no family relationship between the members of the CaixaBank Board of Directors and the group of key personnel comprising CaixaBank's Senior Management.

Prohibition of competition

Specifically, article 229.1f) of the Spanish Capital Companies Law establishes that Board members may not carry out for their own account or the account of other activities which actually or potentially constitute effective competition with those carried out by the Entity or which, in any other way, permanently conflict with the Company's interests. Article 230 of the Spanish Capital Companies Law stipulates that this prohibition can be lifted if the Company is not expected to incur damages or it is expected that it will be indemnified for an amount equal to the benefits expected to be obtained from the exemption. Express and separate approval of the exemption must be obtained from shareholders at the Annual General Meeting. The provisions contained in the mentioned articles also apply to cases where the beneficiary of any such actions or activities is a person related to the director.

The company has not been informed of any activity or circumstance that might represent effective, current or potential competition of the directors or persons associated with them, with CaixaBank Group or that, in any other way, places them in permanent conflict with the interests of the Entity.

9.4. VOTING RIGHTS HELD BY "KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT"

At year-end, the voting rights (direct and indirect) of "Key personnel - Directors and Senior Management" are detailed in the "Corporate Governance" section of the Management Report.

10. CASH AND CASH BALANCES AT CENTRAL BANKS AND OTHER DEMAND DEPOSITS

The breakdown of this heading is as follows:

Breakdown of cash and cash balances at central banks

(Millions of euros)

31-12-2023 31-12-2022
restated
31-12-2021
Cash 2,418 2,560 3,044
Cash balance in central banks (Note 3.4.4) 33,704 16,384 99,574
Other demand deposits 1,739 1,578 1,598
TOTAL 37,861 20,522 104,216

Cash balances at central banks includes balances held to comply with the mandatory minimum reserves requirement in the central bank based on eligible liabilities. The mandatory reserves earn interest at the rate applicable to all major Eurosystem financing operations.

11. FINANCIAL ASSETS AND LIABILITIES HELD FOR TRADING

11.1. TRADING DERIVATIVES

The breakdown of this heading is as follows:

Breakdown of trading derivatives (product and counterparty)

(Millions of euros)

31-12-2023
31-12-2022
31-12-2021
Assets Liabilities Assets Liabilities Assets Liabilities
Unmatured foreign currency purchases and sales 736 704 976 823 488 465
Purchases of foreign currencies against euros 192 412 350 482 365 64
Purchases of foreign currencies against foreign 198 194 90 87 87 86
currencies
Sales of foreign currencies against euros
346 98 536 254 36 315
Share options 492 455 333 299 440 388
Bought 492 333 440
Issued 455 299 388
Interest rate options 241 149 347 229 123 150
Bought 241 1 347 123
Issued 148 229 150
Foreign currency options 84 56 76 35 48 58
Bought 84 76 48
Issued 56 35 58
Other share, interest rate and inflation
transactions 4,532 655 4,875 2,382 9,018 3,695
Share swaps 11 83 105 16 138 108
Future rate agreements (FRAs) 126 129 139 154
Interest-rate and inflation-linked swaps 4,395 443 4,631 2,212 8,880 3,587
Commodity derivatives and other risks 259 168 356 203 202 82
Swaps 253 159 339 183 199 80
Purchased options 6 9 17 20 3 2
TOTAL 6,344 2,189 6,963 3,971 10,319 4,838
Of which: contracted in organised markets 52 58 37 36 35 43
Of which: contracted in non-organised markets 6,292 2,131 6,926 3,935 10,284 4,795
NOTIONAL 831,999 780,270 567,059

The Group individually hedges the market risk associated with derivatives contracted with customers by arranging symmetrical derivatives in the market and records both in the trading portfolio.

11.2. EQUITY INSTRUMENTS

The breakdown of this heading is as follows:

Breakdown of equity instruments

31-12-2023 31-12-2022 31-12-2021
Shares in Spanish companies 237 233 186
Shares in foreign companies 66 1
TOTAL 303 233 187

  1. FINANCIAL ASSETS AND LIABILITIES HELD FOR TRADING

11.3. DEBT SECURITIES

The breakdown of this heading is as follows:

Breakdown of debt securities **

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021 ***
Banking and
other business
Insurance
business
Banking and
other business
Insurance
business
Banking and
other business
Spanish government debt securities * 131 23 128
Foreign government debt securities * 22 4 118
Issued by credit institutions 36 14 28
Other Spanish issuers 119 128 113
Other foreign issuers 38 17 32
TOTAL 346 186 419

(*) See Note 3.4.1., section "Concentration according to sovereign risk".

(**) See ratings classification in Note 3.4.1, section "Concentration according to credit quality".

(***) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

11.4. SHORT POSITIONS ON SECURITIES

The breakdown of this heading is as follows:

Breakdown of short positions

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021 **
On securities lending agreements
Equity instruments
On overdrafts on repurchase agreements 64 59 280
Debt securities - public * 53 38 239
Debt securities - other issuers 11 21 41
TOTAL 64 59 280

(*) See Note 3.4.1., section "Concentration according to sovereign risk".

(**) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

Short positions in securities are short-term transactions arising from sales of assets temporarily acquired under non-optional reverse repurchase agreements of securities loaned or pledged as collateral with a right to sell.

12. FINANCIAL ASSETS NOT DESIGNATED FOR TRADING COMPULSORILY MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS

The breakdown of this heading is as follows:

Breakdown of financial assets not designated for trading compulsorily measured at fair value through profit or loss

(Millions of euros)
31-12-2023 31-12-2022 restated 31-12-2021 **
Banking and
other
business
Insurance
business *
Banking and
other
business
Insurance
business *
Banking and
other
business
Equity instruments 124 13,261 127 11,168 165
Debt securities *** 6 5
Loans and advances *** 50 67
Customers 50 67
TOTAL 124 13,261 183 11,168 237

(*) The financial instruments linked to the insurance activity mainly include investments associated with life insurance products when the investment risk is assumed by the policyholder, both Unit Links and investments related to the Immediate Flexible Life Annuity product, under the VFA model (see Note 18)

(**) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

(***) The changes in the valuation of these financial assets as a result of changes in credit risk are not significant due to their credit quality (Note 3.4.1).

13. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS

The breakdown of this heading is as follows:

Breakdown of financial assets designated at fair value through profit or loss

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021 **
Banking and
other
business
Insurance
business *
Banking and
other
business
Insurance
business *
Banking and
other
business
Debt securities 7,240 7,985
Loans and advances 37
Credit institutions 37
TOTAL 7,240 8,022

(*) The financial instruments linked to the insurance activity mainly include investments associated with life insurance products when the investment risk is assumed by the policyholder, both Unit Links and investments related to the Immediate Flexible Life Annuity product, under the VFA model (see Note 18).

(**) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Liabilities under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

14. FINANCIAL ASSETS AT FAIR VALUE WITH CHANGES IN OTHER COMPREHENSIVE INCOME

The breakdown of this heading is as follows:

Breakdown of Financial assets at fair value with changes in other comprehensive income

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021 **
Banking and
other business
Insurance
activity (***)
Banking and
other business
Insurance
activity (***)
Banking and
other
business
Equity instruments 1,340 1,351 1,646
Shares in listed companies 714 684 1,002
Shares in non-listed companies 626 667 644
Debt securities * 8,038 57,212 11,591 51,590 14,757
Spanish government debt securities 3,275 41,788 6,644 37,986 11,817
Foreign government debt securities 3,720 6,281 3,721 5,992 1,377
Other issuers 1,043 9,143 1,226 7,612 1,563
TOTAL 9,378 57,212 12,942 51,590 16,403
Equity instruments
Of which: gross unrealised gains 119 91 128
Of which: gross unrealised losses (1,299) (1,260) (1,590)
Debt securities
Of which: gross unrealised gains 6 3,399 27 2,628 394
Of which: gross unrealised losses (300) (3,617) (528) (5,617) (1)

(*) See rating classification in Note 3.4.1 "Concentration by credit quality" and the breakdown by country of government debt in Note 3.4.1, section "Concentration by sovereign risk".

(**) Financial instruments under the insurance business were recognised in accordance with IAS 39 under "Assets under the insurance business - Financial assets available for sale" in the consolidated balance sheet (see Note 1.4). As indicated in Note 1.4, the balances shown at 31 December 2021 include the embedded value (together with the underlying) of interest rate swaps, which, with the transition of financial instruments linked to the insurance business to IFRS 9, have been reclassified under "Hedging derivatives".

(***) Investments corresponding to the insurance business are held for the payment of expected benefits to policyholders. Therefore, they are not expected to materialise in a going concern environment. As a general rule, they would only be sold in the event of surrender, and since most life insurance products are redeemable at the market value of the related financial instruments, there would be no impact on the Group. Furthermore, to minimise accounting asymmetries between the accounting recognition of financial assets and insurance liabilities, the Group has chosen the accounting policy option of recording changes from the measurement of insurance liabilities at current rates in "Other Comprehensive Income".

14.1. EQUITY INSTRUMENTS

The breakdown of the changes under this heading is as follows:

Changes in equity instruments - 2023

(Millions of euros)

31-12-2022
restated
Acquisitions
and capital
increases
Disposals
and capital
decreases
Gains (-) /
losses (+)
transferred to
reserves
Adjustments to
market value
and exchange
differences
Transfers
and other
31-12-2023
Telefónica, SA * 683 30 713
Banco Fomento
de Angola (BFA)
411 (72) 339
Other 257 (27) 6 27 25 288
TOTAL 1,351 (27) 6 (15) 25 1,340

(*) The stake in Telefónica, S.A. is 3.51% at 31 December 2023, following the share capital reduction agreed at its shareholders' meeting on 31 March 2023. At the end of 2023, CaixaBank holds a fair value hedge for 1.88% of Telefónica's share capital.

Changes in equity instruments - 2022

(Millions of euros)

31-12-2021 Acquisitions
and capital
increases
Disposals
and capital
decreases
Gains (-) /
losses (+)
transferred to
reserves
Adjustments to
market value
and exchange
differences
Transfers
and other
31-12-2022
restated
Telefónica SA * 1,000 (602) 302 (17) 683
BFA ** 321 89 1 411
Other 325 2 (23) (39) (8) 257
TOTAL 1,646 2 (625) 263 72 (7) 1,351

(*) The ownership interest in Telefónica, S.A. is 3.50% at 31 December 2022. On 4 October 2022, CaixaBank's fair value hedge (on 1.95% of the share capital of Telefónica) was partially settled through the delivery of 1%.

Changes in equity instruments - 2021

(Millions of euros)

31-12-2020 Additions
due to
business
combinati
ons (Note
7)
Acquisition
s and
capital
increases
Disposals
and capital
decreases
Gains (-) /
losses (+)
transferred to
reserves
Adjustments
to market
value and
exchange
differences
Transfers and other 31-12-2021
Telefónica * 843 157 1,000
BFA ** 334 18 (31) 321
Other 237 149 4 (24) (10) 12 (43) 325
TOTAL 1,414 149 4 (24) (10) 187 (74) 1,646

(*) On 31 December 2021, the stake in Telefónica, SA was 4.49% due to the dilutive effect of the scrip dividend.

(**) The total payout approved by BFA net of the tax effect totalled EUR 119 million (of which EUR 79 million were extraordinary dividends charged to its reserves). Out of the total, EUR 98 million was recognised as income in the income statement, and the rest was recognised as the cost of the investment.

The estimate of the fair value of Banco de Fomento de Angola (BFA) is based on a dividend discount model (DDM), subsequently compared to comparison multiple methodologies. The main assumptions used in the dividend discount model are set out below:

Assumptions used

(Percentage)

Banco Fomento de Angola (BFA)
31-12-2023 31-12-2022 31-12-2021
Forecast periods 5 years 5 years 5 years
Discount rate (*) 20.6% 21.6% 17.5%
Objective capital ratio 21.0% 20.0% 15.0%

(*) This is calculated using the interest rate of the US treasury bond plus a country risk premium and another market risk premium.

For the stake in BFA, the exercise to determine the fair value considers the sensitivity with respect to the discount rate [-1.0%; +1.0%] with no significant variations concluded in the estimated fair value in the baseline scenario.

The relevant financial information of the most relevant equity instruments classified in this section is as follows:

Financial information on key investments (Millions of euros)

Corporate name Registered address % shareholding % voting
rights
Equity Latest
published
profit/(loss)
Telefónica (1) (3) Madrid - Spain 3.51% 3.51% 31,686 1,262
Sociedad de gestión de Activos
Procedentes de la Reestructuración
Bancaria (Sareb) (2)
Madrid - Spain 12.24% 12.24% (14,063) (824)
Banco de Fomento Angola (BFA) (2) Angola 48.09% 48.09% 537 131

(1) Listed company. The information on equity and the last published profit/(loss) is at 30-09-2023.

(2) Non-listed companies. The information on equity and the last published profit/(loss) is at 30-06-2023. The value of Sareb's shareholding is fully impaired according to the discounted valuation of estimated shareholder cash flows, as well as based on negative equity.

(3) At 31 December 2022, 1,88% of the share capital of Telefónica, S.A. was subject to a hedging contract.

14.2. DEBT SECURITIES

The breakdown of the changes under this heading is as follows:

Changes in debt securities - Banking and other activities

(Millions of euros)

2023 2022 2021
Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3
Opening balance 11,582 9 14,749 8 17,895
Plus:
Additions due to business
combinations (Note 7)
9,645 8
Transfers between stages 8 (8)
Acquisitions 304 4,528 320
Interest 69 1 203 (16)
Gains/(losses) recognised with
adjustments to equity (Note
24.2)
199 1 (783) 1 (203)
Less:
Sales (245) (1,677) (9,592)
Depreciation and amortisation (3,818) (5,425) (3,265)
Implicit accrued interest 6 (8)
Amounts transferred to
income statement (Note 33) *
7 (13) (26)
Impairment losses (Note 38)
Exchange differences and (77) (1)
other
CLOSING BALANCE
8,027 11 11,582 9 14,749 8

(*) The profit/(loss) of fixed-income portfolio sales is recorded under the heading "Gains/(losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net" (see Note 33).

Changes in debt securities - Insurance business

2023 2022 restated
Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3
Opening balance 51,474 116 62,309
First application IFRS 17 2,351 118
Plus:
Additions due to business combinations 693
Acquisitions 12,631 9,452
Interest (273) (5) 14
Gains/(losses) recognised with adjustments to equity
(Note 24.2)
2,531 (29) (15,942) (4)
Less:
Sales (6,945) (6,893)
Depreciation and amortisation (2,383) (2,344)
Implicit accrued interest 241 (11) 883 2
Reclassifications and transfers 71 (71) 972
Amounts transferred to income statement (Note 33) (2) (21)
Exchange differences and other (133)
CLOSING BALANCE 57,212 51,474 116

  1. FINANCIAL ASSETS MEASURED AT AMORTISED COST

15. FINANCIAL ASSETS MEASURED AT AMORTISED COST

The breakdown of this heading is as follows:

Breakdown of financial assets at amortised cost - 31-12-2023

(Millions of euros)

Banking and other business Insurance business
Gross Impairment Value adjustments
Accrued
Fee and
commission
Other Balance
sheet
Gross
Impairment
Value adjustments
Fee and
Accrued
commission
Other Balance
sheet
balance allowances interest income amount balance
allowances
interest
income
amount
Debt securities 77,011 (24) 348 77,336 3,530 50 3,580
Loans and advances 360,837 (7,330) 1,454 (428) 1,222 355,755 510 510
Credit institutions 11,598 (11) 122 11,709 173 173
Customers 349,239 (7,319) 1,332 (428) 1,222 344,046 337 338
TOTAL 437,848 (7,354) 1,802 (428) 1,222 433,091 4,040 50 4,090

Breakdown of financial assets at amortised cost - 31-12-2022 restated

Banking and other business Insurance business
Value adjustments Value adjustments
Gross
balance
Impairment
allowances
Accrued
interest
Fee and
commission
income
Other Balance
sheet
amount
Gross
Impairment
balance
allowances
Fee and
Accrued
commission
interest
income
Other Balance
sheet
amount
Debt securities 77,396 (16) 353 77,733 3,158 46 3,204
Loans and advances 370,791 (7,401) 786 (427) 1,092 364,841 390 390
Credit institutions 12,139 (8) 56 12,187 210 210
Customers 358,652 (7,393) 730 (427) 1,092 352,654 180 180
TOTAL 448,187 (7,417) 1,139 (427) 1,092 442,574 3,548 46 3,594

Breakdown of financial assets at amortised cost - 31-12-2021 *

(Millions of euros)

Banking and other business
Gross
balance
Impairment
allowances
Accrued
interest
Fee and
commission
income
Other Balance
sheet
amount
Debt securities 67,945 (14) 275 68,206
Loans and advances 359,771 (8,260) 475 (436) 843 352,393
Central banks 63 63
Credit institutions 7,817 (8) (3) 7,806
Customers 351,891 (8,252) 478 (436) 843 344,524
TOTAL 427,716 (8,274) 750 (436) 843 420,599

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

15.1. DEBT SECURITIES

The breakdown of the net balances under this heading is as follows:

Debt securities * (Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021 **
Banking and
other business
Insurance
business
Banking and
other business
Insurance
business
Banking and
other business
Public debt 69,000 2,073 70,922 1,999 63,106
Of which: SAREB 16,755 17,502 19,160
Other Spanish issuers 131 269 174 1,160 125
Other foreign issuers 8,205 1,238 6,637 45 4,975
TOTAL 77,336 3,580 77,733 3,204 68,206

(*) See rating classification in Note 3.4.1 "Concentration by credit quality" and the breakdown by country of government debt in Note 3.4.1, section "Concentration by sovereign risk".

(**) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

The breakdown of changes in the gross carrying amount of debt securities at amortised cost is as follows:

  1. FINANCIAL ASSETS MEASURED AT AMORTISED COST

Changes in debt securities - Banking and other activities

(Millions of euros)

2023 2022 2021
Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
Opening balance 77,688 49 12 77,749 68,100 108 12 68,220 24,565 103 13 24,681
Additions due to
business combinations
(Note 7)
37,005 37,005
Transfers (32) 32 (3) 3
From stage 1: (39) 39 (3) 3 (3) 3
From stage 2: 7 (7) 4 (4)
From stage 3:
New financial assets 21,385 227 54 21,666 36,464 453 27 36,944 25,663 322 23 26,008
Financial asset
disposals (other than
write-offs) (1)
(21,615) (242) (54) (21,911) (26,566) (515) (27) (27,108) (18,924) (317) (23) (19,264)
Changes in interest
accrual
(93) (1) (94) (245) (245) (166) (166)
Write-offs (1) (1)
Exchange differences
and other
(46) (4) (50) (62) (62) (43) (43)
CLOSING BALANCE 77,287 61 12 77,360 77,688 49 12 77,749 68,100 108 12 68,220
Impairment allowances
(2)
(6) (7) (11) (24) (4) (2) (10) (16) (5) (5) (4) (14)

(1) The profit/(loss) of fixed-income portfolio sales is recorded under the heading "Gains/(losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net" (see Note 33), without any impact on the business model.

(2) There were no significant changes in the period

Changes in debt securities - Insurance business

(Millions of euros)
2023 2022 restated
Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
Opening balance 3,204 3,204 133 133
First application IFRS 17 3,168 3,168
Additions due to business
combinations
263 263
Transfers
From stage 1:
From stage 2:
From stage 3:
New financial assets 1,265 1,265 784 784
Financial asset disposals (other than
write-offs)
(894) (894) (1,147) (1,147)
Changes in interest accrual 5 5 3 3
CLOSING BALANCE 3,580 3,580 3,204 3,204
Impairment allowances *

(*) There have been no movements in the period.

15.2. LOANS AND ADVANCES

Loans and advances – Credit institutions

The breakdown of the gross balances of this heading is as follows:

Breakdown of loans and advances to credit institutions by type

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021 *
Banking and
other business
Insurance
business
Banking and
other business
Insurance
business
Banking and
other business
Demand 5,653 64 7,988 133 5,122
Other accounts 5,653 64 7,988 133 5,122
Term 5,945 109 4,151 77 2,695
Deposits with agreed maturity 5,936 109 4,145 77 2,693
Deposits with agreed maturity in stage 9 6 2
3
TOTAL
11,598 173 12,139 210 7,817

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

Loans and advances - Loans and advances to customers

The breakdown of the impairment situation of the portfolio of loans and advances to customers from the banking and other business is as follows:

Breakdown of Loans and advances to customers

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
POCI * POCI * POCI *
Stage 1 Stage 2 Stage 3 Not
impai
red
Impaired Stage 1 Stage 2 Stage 3 Not
impai
red
Impai
red
Stage 1 Stage 2 Stage 3 Not
impai
red
Impai
red
Gross
carrying
amount
312,863 28,797 9,762 7 273 321,576 28,562 9,621 3 465 308,369 31,439 12,279 1 688
Impairment
allowances
(664) (1,165) (5,256) (234) (1,344) (1,368) (4,459) (222) (967) (1,632) (5,571) (82)
TOTAL 312,199 27,632 4,506 7 39 320,232 27,194 5,162 3 243 307,402 29,807 6,708 1 606

(*) POCIs arising from the business combination with Bankia (initially EUR 770 million).

The breakdown of changes in the gross book value of loans and advances to customers in the banking and other business is as follows:

Changes in loans and advances to customers

(Millions of euros)

2023 2022 2021
Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
Opening balance 321,576 28,562 9,621 359,759 308,369 31,439 12,279 352,087 214,275 20,066 8,256 242,597
Additions due to
business combinations
103,992 13,120 4,193 121,305
(Note 7)
Transfers
(5,984) 3,575 2,409 (1,717) 1,121 596 (4,342) 2,214 2,128
From stage 1: (16,547) 15,239 1,308 (14,296) 13,484 812 (14,552) 13,736 816
From stage 2: 10,513 (12,721) 2,208 12,480 (14,126) 1,646 10,058 (12,090) 2,032
From stage 3: 50 1,057 (1,107) 99 1,763 (1,862) 152 568 (720)
New financial assets 69,176 2,858 652 72,686 76,964 2,096 688 79,748 66,377 2,295 898 69,570
Financial asset
disposals (other than
write-offs)
(71,905) (6,198) (1,096) (79,199) (62,040) (6,094) (1,956) (70,090) (71,933) (6,256) (1,369) (79,558)
Write-offs (1,824) (1,824) (1,986) (1,986) (1,827) (1,827)
CLOSING BALANCE 312,863 28,797 9,762 351,422 321,576 28,562 9,621 359,759 308,369 31,439 12,279 352,087

Changes in the hedging of loans and advances to customers in banking and other business is as follows:

  1. FINANCIAL ASSETS MEASURED AT AMORTISED COST

Changes in impairment allowances of loans and advances to customers

2023 2022 2021
Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
Opening balance 1,344 1,368 4,459 7,171 967 1,632 5,571 8,170 920 1,064 3,625 5,609
Additions due to
business
combinations
(Note 7)
545 897 1,920 3,362
Net allowances
(Note 38)
(687) (202) 1,867 978 377 (264) 326 439 (518) (343) 1,590 729
From stage 1: (81) 176 389 484 232 (356) 259 135 (191) 127 (36) (100)
From stage 2: (9) (180) 464 275 (19) (117) (899) (1,035) (4) (47) 788 737
From stage 3: (8) (46) 878 824 (8) 134 1,067 1,193 49 (85) 957 921
New financial
assets
192 94 255 541 192 97 273 562 178 95 357 630
Disposals (781) (246) (119) (1,146) (20) (22) (374) (416) (550) (433) (476) (1,459)
Amounts used (1,112) (1,112) (1,458) (1,458) (1,383) (1,383)
Transfers and 7 (1) 42 48 20 20 20 14 (181) (147)
other
CLOSING
BALANCE
664 1,165 5,256 7,085 1,344 1,368 4,459 7,171 967 1,632 5,571 8,170

16. DERIVATIVES - HEDGE ACCOUNTING (ASSETS AND LIABILITIES)

The breakdown of the balances of these headings is as follows:

Breakdown of hedging derivatives (product and counterparty)

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021 **
Assets Liabilities Assets Liabilities Assets Liabilities
Interest rates 208 29 244 70 1,007 64
Equity instruments 51 38 12
Currencies and gold 3 8 7 6 3
Other 102 98 10 53
Total banking and other business 259 134 290 175 1,035 120
Net position - insurance business *
Other
680 6,399 821 6,398
Total insurance business 680 6,399 821 6,398
TOTAL FAIR VALUE HEDGES 939 6,533 1,111 6,573 1,035 120
Interest rates 1 17
Currencies and gold 267 70 351 127 116
Other 1,074 1,068 3 707
Total banking and other business 267 1,144 351 1,196 3 840
Total insurance business
TOTAL CASH FLOW HEDGES 267 1,144 351 1,196 3 840
TOTAL 1,206 7,677 1,462 7,769 1,038 960
Memorandum items
Of which: OTC -
credit institutions
1,206 7,677 1,462 7,769 1,038 958
Of which: OTC -
other financial corporations
2
Of which: OTC -
other

(*) Corresponds to the position in derivatives entered into by VidaCaixa in order to neutralise the impact on economic value caused by interest rate fluctuations on the net position of the bond portfolio and liabilities associated with commitments with policyholders. This means that VidaCaixa ensures that the market value of the investments assigned to insurance transactions is equal to or higher than the present value of the flows corresponding to the obligations arising from the contracts and that the sensitivity to changes in interest rates of the present values of assets and liabilities is equivalent.

(**) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021.

The maturity schedule of the interest rate hedging items and their average interest rate is detailed below:

Maturity schedule of hedged items and average interest rate - 2023

(Millions of euros)

Hedged item value
< 1 Month 1 - 3
Months
3 - 12 Months 1 - 5 Years > 5 Years Total Average
interest
rate
Asset interest-rate hedges 230 59 2,917 8,098 14,923 26,227 2.20 %
Liability interest-rate hedges 4,248 9,787 4,605 51,644 11,746 82,030 (2.26) %
TOTAL FAIR VALUE HEDGES 4,478 9,846 7,522 59,742 26,669 108,257
Asset interest-rate hedges 1,562 1,711 3,340 18,035 6,224 30,872 (1.37) %
TOTAL CASH FLOW HEDGES 1,562 1,711 3,340 18,035 6,224 30,872

Hedging items - Fair value hedges

(Millions of euros)

31-12-2023 2023 31-12-2022
restated
31-12-2021 *
Value of hedging
instrument
Change in FV used to
calculate the
Ineffectivene
ss recognised
in income
Value of hedging
instrument
Value of hedging
instrument
Hedged item Risk covered Hedging instrument used Assets Liabilities ineffectiveness of the
hedge (Note 33)
statement
(Note 33)
Assets Liabilities Assets Liabilities
Issuances Transformation from fixed
to floating
Interest-rate swaps and
options
201 11 1,657 (37) 182 37 913 2
Macro
hedges
Fixed-rate loans Transformation from fixed
to floating
5 15 (586) 6 66 21 34 64
Demand accounts Transformation from fixed
to floating
811
Asset repurchase
Transformation from fixed
agreements
to floating
Interest-rate swaps
Deposits with agreed
maturity
Transformation from fixed
to floating
Interest-rate swaps and
options
2 2 69 7 (4) 18 26
TOTAL 208 28 1,951 (24) 244 76 973 66
Public debt OCI
portfolio
Transformation from fixed
to floating
Interest-rate swaps (2)
Public debt OCI
portfolio
Transformation of
inflation-linked debt to
fixed-rate to floating-rate
98 (21) 94 47
Currency loan Transformation from fixed
rate in foreign currency to
floating rate in euros
Currency swaps 2 (10) 8 1 9
Debt securities issued Debt transformation from
inflation-linked fixed to
floating rate
Inflation-linked swaps and
inflation-linked options
9
Micro
hedges
Amortised cost fixed
income portfolio debt
Debt transformation from
inflation-linked fixed to
floating rate
Interest-rate swaps,
inflation-linked swaps and
inflation-linked options
6 (2) 4 5
Public Debt amortised
cost portfolio
Value of hedged fixed
income assets
Forward 32
Equity instruments OCI Market risk Equity swaps 51 50 38 12
Net position - Insurance
business
Transformation from fixed
to floating (**)
Interest-rate swaps 494 5,408 57 618 5,180
Rest - Banking (20) 2
Rest - Insurance
business
186 991 (225) 74 203 1,218
TOTAL 731 6,505 (153) 54 867 6,497 62 54

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39. (**) Transformation of the fixed return for a specific period associated with the portfolio of financial instruments of the insurance business into a fixed return matching the payment schedule of the liability.

Hedged items - Fair value hedges

(Millions of euros)

31-12-2023 2023 31-12-2022
restated
31-12-2021 **
Hedged item Risk covered Hedging instrument
used
Accumulated fair
value
Hedged instrument
adjustments in
the hedged item
Accumulated
amount of FV
hedging
Change in value
used to
calculate
ineffectiveness
Line on the balance
sheet with the
hedged item
Hedged
instrument
Hedged
instrument
Assets Liabilities Assets Liabilities adjustments (Note 32) Assets Liabilities Assets Liabilities
Macro
hedges
Issuances Transformation from
fixed to floating
Interest-rate swaps
and options
52,879 (1,823) 22 (1,694) Financial liabilities at
amortised cost
48,620 44,453
Fixed-rate loans Transformation from
fixed to floating
Interest-rate swaps
and options
11,903 (1,164) 928 592 Financial assets at
amortised cost
12,548 12,591
Demand
accounts
Transformation from
fixed to floating
Interest-rate swaps 20,000 (1,075) (811) Financial liabilities at
amortised cost
20,000 3,000
Asset repurchase
agreements
Transformation from
fixed to floating
Interest-rate swaps 4,333 Financial liabilities at
amortised cost
Deposits with
agreed maturity
Transformation from
fixed to floating
Interest-rate swaps
and options
4,818 (31) (62) Financial liabilities at
amortised cost
4,656 5,094
TOTAL 11,903 82,030 (1,164) (2,929) 950 (1,975) 12,548 73,276 12,591 52,547
Public debt OCI
portfolio
Transformation from
fixed to floating
Interest-rate swaps 60 2 Financial assets at
fair value *
58 68
Public debt OCI
portfolio
Transformation of
inflation-linked debt to
fixed-rate to floating-rate
Interest-rate swaps,
inflation-linked swaps
and inflation-linked
494 21 Financial assets at
fair value *
477 498
Currency loan Transformation from
fixed rate in foreign
currency to floating rate
in euros
options
Currency swaps
104 1 10 Financial assets at
amortised cost
151 142
Debt securities
issued
Transformation from
fixed to floating
Inflation-linked swaps
and inflation-linked
options
Financial liabilities at
amortised cost
31
Micro
hedges
Debt fixed
income portfolio
amortised cost
portfolio
Transformation from
fixed to floating
Interest-rate swaps,
inflation-linked swaps
and inflation-linked
options
40 5 2 Financial assets at
amortised cost
40 37
Debt amortised
cost
Value of hedged fixed
income assets
Forward Financial assets at
amortised cost
2,032
Equity
instruments OCI Market risk
Equity swaps 433 (50) Financial assets at
fair value *
224
Financial assets
under insurance
commitments
(***)
Transformation from
fixed rate to fixed rate
Interest-rate swaps 4,914 (57) Financial assets at
fair value *
4,562
Rest - Banking . 3 7 (20) 3 232
Rest - Banking
business
8,709 1 299 6,726
TOTAL 14,757 7 7 207 12,241 3,009 31

(*) With changes in other comprehensive income

(**) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021.

(***) Transformation of the fixed return for a specific period associated with the portfolio of financial instruments of the insurance business into a fixed return matching the payment schedule of the liability.

Hedging items - cash flow hedges

(Millions of euros)

31-12-2023 2023 31-12-2022 restated 31-12-2021 *
Value of hedging
instrument
Amount
reclassified
Ineffectiveness Value of hedging
instrument
Value of hedging
instrument
Hedged item Risk covered Hedging instrument
used
Assets Liabilities from equity to
profit or loss
taken to
profit/(loss)
Assets Liabilities Assets Liabilities
Mortgage Euribor loans Mortgage Euribor transformation
to fixed rate
Interest-rate swaps (126)
Macro
hedges
Floating-rate currency loans Transformation from floating rate
in foreign currency to floating
rate in euros
Currency swaps 213 67 (191) 345 95 114
Fixed-rate term deposits Transformation from fixed to
floating
Interest-rate swaps 1
TOTAL 213 67 (317) 345 95 114
Inflation-linked public debt Transformation from inflation
linked floating to fixed rate
Inflation-linked swaps
and inflation-linked
options
290 (25) 288 165
Micro
hedges
Transformation from fixed rate in
Public debt at amortised cost
foreign currency to fixed rate in
in foreign currency
euros
Currency swaps 54 1 6 33 3 2
Inflation-linked public debt at
amortised cost
Transformation from floating to
fixed
Interest-rate and
inflation-linked swaps
787 (45) 780 542
Other 17
TOTAL 54 1,077 (69) 6 1,101 3 726

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

Hedged items - cash flow hedges

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021 **
Hedged item Risk covered Hedging
instrument
used
Reserve of
cash flow
hedges
Pending amount in
reserve of cash flow
hedges of hedging
relationships for
which recognising
hedges no longer
applies
Line on the
balance sheet
including the
hedged item
Reserve of
cash flow
hedges
Pending amount in
reserve of cash flow
hedges of hedging
relationships for
which recognising
hedges no longer
applies
Reserve of
cash flow
hedges
Pending amount in
reserve of cash flow
hedges of hedging
relationships for
which recognising
hedges no longer
applies
Mortgage Euribor
loans
Mortgage Euribor
transformation to
fixed rate
Interest-rate
swaps
(382) FA at
amortised cost
(557) 7
Macro
hedges
Floating-rate
currency loans
Transformation
from floating rate in
foreign currency to
floating rate in euros
Currency swap (30) FA at
amortised cost
(16) (20)
Fixed-rate term
deposits
Transformation
from fixed to
floating
Interest-rate
swaps
21 FL at
amortised cost
22 23
TOTAL (412) 21 (573) 22 (13) 23
Inflation-linked
public debt.
Transformation to
fixed rate
Inflation-linked
swaps and
inflation-linked
options
(6) Financial
assets at fair
value *
(36) (43)
Micro
hedges
Public debt at
amortised cost in
foreign currency
Transformation
from fixed rate in
foreign currency to
fixed rate in euro
Currency swaps (51) FA at
amortised cost
(81) (4)
Inflation-linked
public debt.
Transformation
from floating to
fixed
Interest-rate
and inflation
linked swaps
2 FA at
amortised cost
(46) (97)
TOTAL (55) (163) (144)

(*) with changes in other comprehensive income

(**) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

17. INVESTMENTS IN JOINT VENTURES AND ASSOCIATES

The breakdown of the changes of the balance under this heading is as follows:

Changes in investments - 2023

(Millions of euros)

31-12-2022 restated Acquisitions Disposals and Accounted for Transfers 31-12-2023
Carrying
amount
% Stake and capital
increases
capital
decreases
using the
equity method
and other
*
Carrying
amount
% Stake
UNDERLYING CURRENT AMOUNT 1,692 15 (9) 32 (99) 1,631
Coral Homes 495 20.00% (40) (89) 366 20.00%
SegurCaixa Adeslas 622 49.92% 55 32 709 49.92%
Other 575 15 (9) 17 (42) 556
GOODWILL 375 18 (13) 380
SegurCaixa Adeslas 300 300
Other 75 18 (13) 80
IMPAIRMENT ALLOWANCES (57) (42) (99)
Coral Homes (15) (45) (60)
Other (42) 3 (39)
TOTAL ASSOCIATES 2,010 33 (9) 32 (154) 1,912
UNDERLYING CURRENT AMOUNT 44 2 (40) 6
Cosec - Companhia de Seguros de
Credito
40 (40)
Other 4 2 6
IMPAIRMENT ALLOWANCES
Other
TOTAL JOINT VENTURES 44 2 (40) 6

(*) Transfers and other mainly includes the distribution of reserves and dividends deducted from cost of investment. The impairment allowance includes impairments made during the year, which are recognised under "Impairment or reversal of impairment of investments in joint ventures or associates" in the statement of profit or loss.

Changes in investments - 2022

(Millions of euros)

31-12-2021 1st 31-12-2022 restated
Carrying
amount
% Stake Acquisitions
and capital
increases
Disposals and
capital
decreases
Accounted for
using the equity
method
Transfer
s and
other *
application
IFRS
17/IFRS 9
(Note 1.4)
Carrying
amount
% Stake
UNDERLYING
CURRENT AMOUNT
2,153 (2) (479) 20 1,692
Coral Homes 632 20.00% (10) (127) 495 20.00%
SegurCaixa Adeslas
(**)
893 49.92% 12 (294) 11 622 49.92%
Other 628 (4) (58) 9 575
GOODWILL 381 (6) (1) 1 375
SegurCaixa Adeslas 300 300
Other 81 (6) (1) 1 75
IMPAIRMENT
ALLOWANCES
(44) 6 (18) (1) (57)
Coral Homes (14) (14)
Other (44) 6 (4) (1) (43)
TOTAL ASSOCIATES 2,490 (2) (498) 20 2,010
UNDERLYING
CURRENT AMOUNT
44 44
Other 44 44
IMPAIRMENT
ALLOWANCES
TOTAL JOINT
VENTURES
44 44

(*) Transfers and other mainly includes the distribution of reserves and dividends deducted from cost of investment. The impairment allowance includes impairments made during the year, which are recognised under "Impairment or reversal of impairment of investments in joint ventures or associates" in the statement of profit or loss.

(**) The change in Other corresponds to the partial elimination of the EUR 325 million transaction between the Group and SegurCaixa Adeslas (49.9%) of the attributable portion linked to the deferred consideration detailed in Note 21.

Changes in investments - 2021

31-12-2020 Additions 31-12-2021
Carrying
amount
% Stake due to
business
combinatio
ns (Note 7)
Acquisitions
and capital
increases
Disposals and
capital
decreases
Accounted for
using the
equity method
Transfers
and
other *
Carrying
amount
**
% Stake
UNDERLYING
CURRENT AMOUNT
3,366 485 50 (2) 336 (2,082) 2,153
Erste Bank (***) 1,514 9.92% 112 (1,626)
Coral Homes 802 20.00% (16) (154) 632 20.00%
SegurCaixa Adeslas 685 49.92% 210 (2) 893 49.92%
Bankia Vifa 325 (14) (311)
Other 365 160 50 (2) 44 11 628
GOODWILL 367 173 (159) 381
SegurCaixa Adeslas 300 300
Bankia Vida 164 (164)
Other 67 9 5 81
IMPAIRMENT
ALLOWANCES
(332) (10) 298 (44)
Erste Bank (***) (311) 311
Other (21) (10) (13) (44)
TOTAL ASSOCIATES 3,401 648 50 (2) 336 (1,943) 2,490
UNDERLYING
CURRENT AMOUNT
42 2 44
Other 42 2 44
IMPAIRMENT
ALLOWANCES
TOTAL JOINT
VENTURES
42 2 44

(*) Transfers and other mainly includes the distribution of reserves and dividends deducted from cost of investment.

(**) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

(***) On 5 November 2021, CaixaBank transferred its entire 9.92% stake in Erste Bank Group AG (Erste). The amount of the transfer was EUR 1,503 million, which had a positive impact on the income statement of EUR 54 million gross, recognised under "Profit/(loss) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations (net)" in the income statement (see Note 39), as it was reclassified in October 2021 to "Non-current assets and disposal groups classified as held for sale".

At year-end, there were no agreements to provide additional financial support or any other contractual commitment made by the parent company or subsidiaries with associates and joint ventures of the Group not recognised in the financial statements. Likewise, there are no contingent liabilities related to these investments.

Impairment of the portfolio of investments

For the purpose of assessing the recoverable amount of investments in associates and joint ventures, the Group regularly monitors the impairment indicators related to its investees. Particularly, the following items are considered, among others: i) business performance; ii) share prices throughout the period; and iii) the target prices published by renowned independent analysts.

A summary of the ranges of assumptions used and the ranges of contrasting sensitivity are provided below:

Assumptions used and sensitivity scenarios

(Percentage)
SegurCaixa Adeslas (2) Coral Homes (3)
31-12-2023 31-12-2022 31-12-2021 31-12-2023 31-12-2022 31-12-2020
Forecast periods 5 years 5 years 5 years 4 years 4 years 4 years
Discount rate (after tax) 10.30 % 9.48 % 7.68 % 8.09 % 6.65 % 6.21 %
Growth rate (1) 2 % 2 % 2 %
Target capital/solvency ratio 100 % 100 % 100 %

(1) This corresponds to the normalised cash flow growth rate used to calculate the residual value.

(2) The exercise to determine the fair value considers the sensitivity with respect to the discount rate of [-0.5%; +0.5%] and the growth rate of [- 0.5%; +0.5%].

(3) The individual valuation of the real estate assets of Coral Homes, carried out by an independent third-party expert on 31 December 2023, has revealed the existence of significant latent capital gains that are expected to materialise over the coming years.

Financial information of associates

Below, selected information is displayed on significant investments in entities accounted for using the equity method, which is additional to the information presented in Appendix 3:

Selected information of associates

SegurCaixa Adeslas Coral Homes
Nature of the
company's
activities
Strategic alliance with Mutua Madrileña for
the development, marketing and distribution
of the general non-life insurance cover.
Purchasing, holding, managing, administrating,
swapping, leasing and selling all kinds of real estate
assets, with their associated or accompanying
furnishing elements, as well as promoting and carrying
out all kinds of real estate developments.
Country of
incorporation and
countries of
operation
Spain Spain
Restrictions on
dividend payments
Constraints on the allocation of dividends
based on solvency level of the company, in
order to ensure that the existing regulatory
and contractual requirements are met.

18. REINSURANCE CONTRACT ASSETS AND INSURANCE CONTRACT LIABILITIES

The breakdown of the balances of these headings is as follows:

Breakdown of reinsurance contracts assets and insurance contracts liabilities - 31-12-2023

(Millions of euros)

Risk Savings Direct
participation
Total
BBA PAA BBA VFA BBA VFA PAA
Insurance contract liabilities * 568 410 52,585 16,677 53,153 16,677 410
Liability for remaining coverage
(LRC)
395 42 51,698 16,524 52,093 16,524 42
Best estimate of liabilities
(PVCF)
17 42 49,088 15,547 49,105 15,547 42
Risk adjustment (RA) 41 298 170 339 170
Contractual Service Margin
(CSM)
337 2,312 807 2,649 807
Liabilitiy for incurred claims
(LIC)
173 368 887 153 1,060 153 368

N.B.: The "Reinsurance contracts assets" are all measured under the premium allocation approach (PAA). The balance at year-end is not significant.

(*) Not including liabilities classified and measured under the scope of IFRS 9, linked to certain BPI Vida e Pensões products that do not incorporate a significant transfer of insurance risks. These contracts are classified under "Financial liabilities at amortised cost - Deposits - Customers" and "Financial liabilities recognised at fair value through profit or loss - Deposits - Customers" amounting to EUR 739 million and EUR 3,281 million, respectively.

Breakdown of reinsurance contracts assets and insurance contracts liabilities - 31-12 -2022

(Millions of euros)

Risk Savings Direct
participation
Total
BBA PAA BBA VFA BBA VFA PAA
Insurance contract liabilities * 597 411 46,725 14,862 47,322 14,862 411
Liability for remaining coverage
(LRC)
442 61 45,764 14,720 46,206 14,720 61
Best estimate of liabilities
(PVCF)
70 61 43,380 13,844 43,450 13,844 61
Risk adjustment (RA) 48 297 132 345 132
Contractual Service Margin
(CSM)
324 2,087 744 2,411 744
Liability for incurred claims
(LIC)
155 350 961 142 1,116 142 350

N.B.: The "Reinsurance contracts assets" are all measured under the premium allocation approach (PAA). The balance at year-end is not significant.

(*) Not including liabilities classified and measured under the scope of IFRS 9, linked to certain BPI Vida e Pensões products that do not incorporate a significant transfer of insurance risks. These contracts are classified under "Financial liabilities at amortised cost - Deposits - Customers" and "Financial liabilities at fair value through profit or loss - Deposits - Customers", amounting to EUR 570 million and EUR 3,406 million, respectively.

On 29 June 2023, VidaCaixa reached an agreement with MedVida to transfer part of the portfolio of the insurance company Sa Nostra Vida with an associated liability value of EUR 160 million. The more than 30,000 policies transferred are part of the insurance business that VidaCaixa acquired in November 2022 and which correspond to life savings insurance, life risk insurance and life annuities for retail customers, in addition to others. The transaction, which is subject to formal approval by the DGSFP and is expected to be finalised in the first half of 2024, is limited to policies that are no longer open for sale. No material accounting or solvency impacts are expected for CaixaBank Group.

The reconciliation by component and risk group of the new production of direct insurance contracts in the years indicated is shown below:

Reconciliation of initial recognition of contracts - 2023

(Millions of euros)

Non-onerous contracts Onerous contracts
Risk Savings Direct
participation
Risk Savings Direct
participation
Total
Estimates of the present value
of future cash outflows (PVCF
)
outflows
(90) 6,930 950 (2) 72 7,860
Claims and other directly
attributable expenses paid
(90) 6,930 950 (2) 72 7,860
Estimates of the present value
of future cash inflows (PVCF
)
inflows
(51) (7,376) (1,040) (1) (61) (8,529)
Risk adjustment for non
financial risk (RA)
26 26 19 4 75
Contractual Service Margin
(CSM)
115 420 71 606
Increase in insurance
contract liabilities for
contracts recognised in the
period
1 11 12

Reconciliation of initial recognition of contracts - 2022

Non-onerous contracts Onerous contracts
Risk Savings Direct
participation
Risk Savings Direct
participation
Total
Estimates of the present value
of future cash outflows (PVCF
)
outflows
(135) 2,854 1,864 (2) 275 4,856
Claims and other directly
attributable expenses paid
(135) 2,854 1,864 (2) 275 4,856
Estimates of the present value
of future cash inflows (PVCF
)
inflows
(3,098) (1,991) (260) (5,349)
Risk adjustment for non
financial risk (RA)
32 13 19 5 1 70
Contractual Service Margin
(CSM)
103 231 108 442
Increase in insurance
contract liabilities for
contracts recognised in the
period
3 16 19

The following is a breakdown of the reconciliation of the liability for remaining coverage and the liability for incurred claims:

Reconciliation of the liability for remaining coverage and the liability for incurred claims - 2023

LIC (NOT
PAA)
LIC (PAA) LRC (BBA, VFA, PAA)
BBA, VFA PVCF Loss
component
(LC)
Excluding
loss
component
OPENING BALANCE 1,258 350 176 60,811
Insurance revenue (Note 35) (3,164)
Amounts related to changes in the liability for the remaining
hedging contracts measured under BBA or VFA
(2,209)
Expected claims and other attributable expected insurance
expenses
(1,600) (1.600)
Changes in risk adjustment for non-financial risk (92) (92)
CSM recognised in the profit and loss account for services
rendered
(517) (517)
Amounts relating to the changes in the liability for remaining
coverage - contracts measured under PAA
(955)
Insurance service expenses (Note 35) 1,566 513 (59)
Incurred claims and other directly attributable expenses 1,611 495
Changes related to past service - Adjustments to liability for
incurred claims
(45) 18
Changes related to future services - losses and loss reversals on
onerous contracts
(59)
INSURANCE SERVICE RESULT 1,566 513 (59) (3,164)
Finance expenses from insurance contracts (Note 30) 7 3,543
Finance expenses from insurance contracts recognised in Other
Comprehensive Income
(Note 25.2) 2,135
FINANCE EXPENSES FROM INSURANCE CONTRACTS 7 5,678
TOTAL AMOUNTS RECOGNISED IN COMPREHENSIVE INCOME 1,566 513 (52) 2,514
Investment components 6,514 (6,514)
Other changes 327
OTHER VARIATIONS 6,514 (6,187)
Premiums received 11,611
Benefits and other directly attributable expenses paid (8,125) (495)
VARIATIONS IN CASH FLOWS (8,125) (495) 11,611
Transfer to non-current available-for-sale financial liabilities (149)
Changes due to business combinations (65)
CLOSING BALANCE 1,213 368 124 68,535

Reconciliation of liability for remaining coverage and the liability for incurred claims - 2022

LIC (NO PAA) LIC (PAA) LRC (BBA, VFA, PAA)
BBA, VFA PVCF Loss
component
(LC)
Excluding
loss
component
OPENING BALANCE 1,230 334 133 73,687
Insurance service revenue (Note 35) (2,784)
Amounts related to changes in the liability for the remaining
hedging contracts measured under BBA or VFA
(1,906)
Expected claims and other attributable expected insurance
expenses
(1,307) (1.307)
Changes in risk adjustment for non-financial risk (90) (90)
CSM recognised in the profit and loss account for services
rendered
(509) (509)
Amounts relating to the changes in the liability for remaining
coverage - contracts measured under PAA
(878)
Insurance service expenses (Note 35) 1,278 519 56
Incurred claims and other directly attributable expenses 1,272 508
Changes related to past service - Adjustments to liability for
incurred claims
6 11
Changes related to future services - losses and loss reversals on
onerous contracts
56
INSURANCE SERVICE RESULT 1,278 519 56 (2,784)
Finance expenses from insurance contracts (Note 30) (10) (321)
Finance expenses from insurance contracts recognised in Other
Comprehensive Income
(Note 25.2)
(12,620)
FINANCE EXPENSES FROM INSURANCE CONTRACTS (10) (12,941)
TOTAL AMOUNTS RECOGNISED IN COMPREHENSIVE INCOME 1,278 519 46 (15,725)
Investment components 6,278 (6,278)
Other changes 3 (3) 371
OTHER VARIATIONS 6,281 (3) (5,907)
Premiums received 7,858
Claims and other directly attributable expenses paid (7,550) (508)
VARIATIONS IN CASH FLOWS (7,550) (508) 7,858
Additions due to business combinations 19 5 898
CLOSING BALANCE 1,258 350 176 60,811

The following is a breakdown of movements by component of insurance liabilities (excluding obligations measured under the PAA method):

Reconciliation of insurance liabilities components (excluding PAA)

2023 2022
PVCF RA CSM Total PVCF RA CSM Total
OPENING BALANCE 58,552 477 3,155 62,184 74,382 571 2,962 77,915
Changes that relate to future
service
(891) 95 737 (59) (743) 78 721 56
Changes in estimates that adjust
the CSM
(151) 20 131 (287) 8 279
Losses on onerous contracts or
reversal of losses
(71) (71) 37 37
Contracts recognised in the
period
(669) 75 606 12 (493) 70 442 19
Changes that relate to current
service
11 (92) (517) (598) (31) (90) (509) (630)
CSM recognised in profit or loss
for services provided
(517) (517) (509) (509)
Changes in the RA relating to the
current service
(92) (92) (90) (90)
Experience adjustments arising
from incurred claims and other
directly attributable expenses
11 11 (31) (31)
Changes that relate to past service (45) (45) 8 8
Changes that relate to past
service – adjustments to the LIC
(45) (45) 8 8
INSURANCE SERVICE RESULT (925) 3 220 (702) (766) (12) 212 (566)
Financial expenses relating to
insurance contracts (statement of
profit or loss)
3,463 16 71 3,550 (404) 12 61 (331)
Financial expenses relating to issued
insurance contracts recognised in
other comprehensive income
2,124 11 2,135 (12,530) (90) (12,620)
INSURANCE FINANCIAL EXPENSES 5,587 27 71 5,685 (12,934) (78) 61 (12,951)
TOTAL AMOUNTS RECOGNISED IN
COMPREHENSIVE INCOME
4,662 30 291 4,983 (13,700) (90) 273 (13,517)
Other changes 323 2 10 335 (2,486) (4) (80) (2,570)
OTHER VARIATIONS 323 2 10 335 (2,486) (4) (80) (2,570)
Premiums received 10,667 10,667 6,993 6,993
Claims and other directly attributable
expenses paid
(8,125) (8,125) (7,550) (7,550)
VARIATIONS IN CASH FLOWS 2,542 2,542 (557) (557)
Transfer to non-current available-for
sale financial liabilities
(149) (149)
Changes due to business
combinations
(65) (65) 913 913
CLOSING BALANCE 65,865 509 3,456 69,830 58,552 477 3,155 62,184

The following is a breakdown of the maturity of the CSM by risk group:

Maturity of the CSM by risk group:

(Millions of euros)

2023 2022
Risk Savings Direct
participa
tion
Total Risk Savings Direct
participa
tion
Total
Expected CSM amortisation in 5
years
284 936 310 1,530 260 831 300 1,391
Expected CSM amortisation from 6 to
10 years
31 597 203 831 24 541 170 735
Expected CSM amortisation from 11
to 15 years
3 345 137 485 2 304 118 424
Expected CSM amortisation from 16
to 20 years
1 188 88 277 169 79 248
Expected CSM amortisation in >20
years
18 246 69 333 38 242 77 357
TOTAL 337 2,312 807 3,456 324 2,087 744 3,155

The following is an analysis of the financial results of the insurance business:

Reconciliation of the financial result of the insurance business - 2023

(Millions of euros)
2023
Risk Savings
BBA BBA Other (2) Total
Net interest income from the insurance business 9 66 62 137
Interest income from the insurance business (Note 29) 17 1,640 72 1,729
Interest expenses from the insurance business (Note 30) (8) (1,574) (10) (1,592)
Insurance business OCI 9 154 8 171
Debt instruments classified as fair value financial assets with
changes in other comprehensive income
19 2,279 8 2,306
Financial expense from insurance contracts issued (Note
25.2)
(10) (2,125) (2,135)
OCI reclassified to P&L for the effect of net position
hedging (Note 33)
69 5 74
Amount reclassified from OCI to ROF of insurance liabilities 5 5
Amount reclassified from OCI to ROF from financial
instruments (1)
69 69
Gains/(losses) on financial assets and liabilities (Note 33) 3 (1) 1 3
Impairment financial assets designated at fair value
through profit or loss (Note 38)
(3) (3)
TOTAL 21 285 76 382

(1) This includes the change in the fair value of derivatives that form part of the hedging of the net position.

(2) This mainly incorporates financial results relating to products measured under IFRS 9 and the portfolio held by insurers unaffected by insurance contracts.

Reconciliation of the financial result of the insurance business - 2022

(Millions of euros)

2022
Risk Savings
BBA BBA Other (2) Total
Net interest income from the insurance business 11 2 25 38
Interest income from the insurance business (Note 29) 24 1,336 25 1,385
Interest expenses from the insurance business (Note 30) (13) (1,334) (1,347)
Insurance business OCI (44) (792) 16 (820)
Debt instruments classified as fair value financial assets with
changes in other comprehensive income
(104) (13,352) 16 (13,440)
Financial expense from insurance contracts issued (Note
25.2)
60 12,560 12,620
OCI reclasificado a P&L por el efecto de la cobertura de
posición neta (Nota 33)
(175) (175)
Amount reclassified from OCI to ROF from financial
instruments (1)
(175) (175)
Gains or losses on financial assets and liabilities (Note 33) 9 10 19
TOTAL (24) (965) 51 (938)

(1) This includes the change in the fair value of derivatives that form part of the hedging of the net position.

(2) This mainly incorporates financial results relating to products measured under IFRS 9 and the portfolio held by insurers unaffected by insurance contracts.

The reconciliation by approach of the amount of CSM recognised on transition, as well as insurance revenue, is shown below:

Reconciliation of amounts recognised on transition *

(Millions of euros)

2023 2022
New contracts
and contracts
measured under
the full
retrospective
approach
Fair value
approach
Total New contracts and
contracts
measured under
the full
retrospective
approach
Fair value
approach
Total
Insurance revenue (-) (251) (607) (858) (98) (433) (531)
CSM AT START OF PERIOD 108 442 550 420 420
Changes that relate to future
service
212 (41) 171 132 161 293
Changes in estimates that adjust the
CSM
41 (42) (1) 7 161 168
Contracts recognised in the period 171 1 172 125 125
Changes that relate to current (58) (95) (153) (24) (142) (166)
service
CSM recognised in profit or loss for
services provided
(58) (95) (153) (24) (142) (166)
Other changes (57) (57)
(+) Financial expenses or (-) income
from insurance
5 2 7 3 3
CSM AT THE END OF THE PERIOD 267 251 518 108 442 550

(*) Since the Group has applied the derogation in Article 2 of Commission Regulation (EU) 2021/2036 of 19 November 2021, whereby the annual cohort requirement may be waived for insurance contracts managed under Matching Adjustment techniques and Unit Linked contracts, the Group does not include these contracts in the reconciliation (see Note 2.19 - Insurance transactions - Insurance contract liabilities).

19. TANGIBLE ASSETS

The breakdown of the changes of the balance under this heading is as follows:

Changes in tangible assets

(Millions of euros)

2023 2022 2021
Land and
buildings
Instal.
furniture
and others
Rights of
use *
Land and
buildings
Instal.
furniture
and others
Rights of
use *
Land and
buildings
Instal.
furniture
and others
Rights of
use *
Cost
Opening balance 3,383 5,980 2,090 3,764 6,219 2,215 2,513 4,673 1,693
Additions due to BC (Note 7) 2 1,576 2,706 615
Additions 27 349 227 38 393 123 44 314 160
Disposals (30) (256) (69) (6) (597) (249) (4) (412) (62)
Disposals due to contributions (1)
Transfers ** (151) 8 52 (415) (34) 1 (365) (1,062) (191)
CLOSING BALANCE 3,229 6,081 2,300 3,383 5,980 2,090 3,764 6,219 2,215
Accumulated depreciation
Opening balance (825) (4,145) (525) (932) (4,428) (386) (523) (3,137) (246)
Additions due to BC (Note 7) (393) (2,465) (187)
Additions (50) (204) (188) (48) (195) (186) (57) (206) (161)
Disposals 7 217 32 4 516 45 (8) 339 21
Transfers ** 37 (51) (2) 151 (38) 2 49 1,041 187
CLOSING BALANCE (831) (4,183) (683) (825) (4,145) (525) (932) (4,428) (386)
Impairment allowances
Opening balance (40) 1 (52) (2) (14) (9)
Additions due to BC (Note 7) (21)
Allowances (Note 39) (3) (16)
Provisions (Note 39) 6 2 1
Transfers ** (3) 13 2 8
Amounts used
CLOSING BALANCE
(1) (1)
OWN USE, NET (37) 1 (40) 1 (52) (2)
2,361 1,899 1,617 2,518 1,836 1,565 2,780 1,789 1,829
Cost
Opening balance 2,492 88 2,811 93 2,980 101
Additions due to BC (Note 7) 599
Additions 30 1 9 55 (4)
Disposals (197) (3) (156) (4) (831) (7)
Transfers ** (77) (172) (1) 8 3
CLOSING BALANCE 2,248 86 2,492 88 2,811 93
Accumulated depreciation
Opening balance (240) (47) (217) (43) (209) (41)
Additions due to BC (Note 7) (42)
Additions (28) (9) (31) (8) (37) (8)
Disposals 35 1 16 2 60 3
Transfers ** (9) (8) 2 11 3
CLOSING BALANCE (242) (55) (240) (47) (217) (43)
Impairment allowances
Opening balance (696) (779) (824)
Additions due to BC (Note 7) (153)
Allowances (Note 39) (62) (108) (57)
Provisions (Note 39) 71 103 82
Transfers ** 15 88 72
Disposals 168
Amounts used 58 (67)
CLOSING BALANCE (614) (696) (779)
INVESTMENT PROPERTY 1,392 31 1,556 41 1,815 50

BC: business combination; INSTAL.: Installations

(*) Corresponds to the rights of use of land and buildings. With respect to rights of use assets, the item "Other financial liabilities — Liabilities associated with rights of use assets" (see Note 23.4) shows the current value of future lease payments during the contract's mandatory term.

(**) They mainly include the value of property from other balance sheet headings: from "Own use" when an office is closed or from "Non-current assets and disposal groups classified as held for sale" when they are leased (see Note 22).

Property, plant and equipment for own use

Property, plant and equipment for own use are allocated to the Banking Business cash-generating unit (CGU) and at year-end they do not present any indication of impairment (see Note 19). In addition, the Group carries out regular individualised valuations of certain property for own use classified as "Land and buildings". At year-end, the available valuations do not indicate the existence of any material impairment.

Selected information about property, plant and equipment of own use is presented below:

Other information on property, plant and equipment for own use

(Millions of euros)

31-12-2023
Fully amortised assets still in use 2,818
Commitments to acquire tangible assets * Insignificant
Assets with ownership restrictions Insignificant
Assets covered by an insurance policy ** 100 %

(*) Sales made in previous years with sale and leaseback agreements include buy options that may be exercised by the Group on termination of the lease agreement at the market value of the offices at that date, to be determined where appropriate by independent experts.

(**) Some of the insurance policies have an excess. CaixaBank is the holder of a corporate policy subscribed with a third party that covers material damage to the Group's material asset.

20. INTANGIBLE ASSETS

20.1. GOODWILL

The breakdown of this heading is as follows:

Breakdown of goodwill

(Millions of euros)

CGU 31-12-2023 31-12-2022
restated
31-12-2021
Acquisition of Banca Cívica Banking 2,020 2,020 2,020
Acquisition of Banca Cívica Vida y Pensiones Insurance 137 137 137
Acquisition of Cajasol Vida y Pensiones Insurance 50 50 50
Acquisition of Cajacanarias Vida y Pensiones Insurance 62 62 62
Acquisition of Banca Cívica Gestión de Activos Banking 9 9 9
Acquisition of the Morgan Stanley business in Spain Banking/Insurance * 402 402 402
Acquisition of Bankpime Banking 40 40 40
Acquisition of CaiFor Insurance 331 331 331
Acquisition of Bankia Vida ** Insurance 404
Acquisition of Sa Nostra Vida *** Insurance 43 116
TOTAL 3,094 3,167 3,455

(*) Of which EUR 3.7 million are allocated to the Insurance CGU and the remainder to the Banking CGU.

(**) See Note 7.

(***) See Note 7. The amounts shown above correspond to the initial allocation of the PPA.

20.2. OTHER INTANGIBLE ASSETS

The breakdown of this heading is as follows:

Breakdown of other intangible assets *

(Millions of euros)

Useful life CGU Resulting useful life 31-12-2023 31-12-2022
restated
31-12-2021
Software and other 4 to 15
years
1 to 15 years 1,232 1,102 914
Banca Cívica - customer portfolio Banking 1 10
Barclays Bank SAU - customer portfolio Banking 1 2
BPI - insurance portfolio Insurance 11 14
BPI - depositary Banking 4
BPI - asset management 6-10 years Banking 1-3 years 5 7 9
BPI - brand Indefinite Banking Indefinite 20 20 20
BPI - PF and unit link Banking 3
Bankia - asset management 13 years Banking 10 years 82 90 98
Bankia - Asset management (IF & SICAV's) 13 years Banking 10 years 51 57 62
Bankia - Asset management (PF) 15 years Banking 12 years 79 86 92
Bankia - Asset management (third-party
managers)
13 years Banking 10 years 10 11 12
Bankia - Cards business 7 years Banking 4 years 96 116 136
Bankia - Insurance brokerage 5-14 years Insurance 2-11 years 74 88 102
Bankia Vida - customer portfolio ** 8-10 years Insurance 6-8 years 226 256
Sa Nostra Vida - customer portfolio ** 8-10 years Insurance 8-10 years 18 11
TOTAL 1,893 1,857 1,478

(*) Beyond the provisions of Note 43 on the "la Caixa" brand, the Group's activities are not dependent on or significantly influenced by patents or licences, industrial contracts, new manufacturing processes or special commercial or financial contracts.

(**) See Note 7. The amounts shown above correspond to the provisional allocation of the PPA.

The breakdown of the changes of the balance under this heading is as follows:

Changes in other intangible assets

(Millions of euros)

2023 31-12-2022 restated 2021
Software Other assets Software Other assets Software Other assets
Gross cost
Opening balance 1,893 1,027 1,563 829 1,464 336
First application IFRS 17 (111)
Additions due to business
combinations (Note 7)
9 11 554
Additions 362 27 346 121 266 54
Transfers and other 10 (25) 18 177 34 (53)
Write-downs (Note 39) (54) (9) (23) (194) (62)
Other disposals (26) (60) (9) (7)
SUBTOTAL 2,185 969 1,893 1,027 1,563 829
Accumulated depreciation
Opening balance (813) (227) (678) (224) (687) (210)
First application IFRS 17 95
Additions (201) (94) (175) (87) (149) (77)
Transfers and other 5 (1) 17 (11) (1) 12
Write-downs (Note 39) 25 14 152 51
Other disposals 20 45 8 7
SUBTOTAL (964) (277) (813) (227) (678) (224)
Impairment allowances
Opening balance (23) (12) (5)
First application IFRS 17
Allowances (Note 39) (10) (5) (5)
Recoveries (Note 39)
Transfers and other 9 (6) (2)
Amounts used 4
CLOSING BALANCE (20) (23) (12)
TOTAL 1,221 672 1,080 777 885 593

Selected information related to other intangible assets is set out below:

Other information on other intangible assets

(Millions of euros)
31-12-2023
Fully amortised assets still in use 2,725
Commitments to acquire intangible assets Insignificant
Assets with ownership restrictions Insignificant

Impairment test of the banking CGU

For the purpose of analysing the recoverable amount of the Banking Business CGU, the Group performs a regular allocation of the Group's capital based on internal regulatory capital models, which take into account the risks assumed by each of the businesses. The amount to be recovered from the CGU is compared to its recoverable amount to determine any potential impairment.

The recoverable amount is based on value in use, which was determined by discounting the estimated dividends over the medium term obtained from the projection of the budget with a time horizon of 6 years. In addition, the projected cash flows are updated every six months to factor in any potential deviations to the model.

The projections are determined using assumptions based on the macroeconomic data applicable to the Group's activity, contrasted by means of renowned external sources and the entities' internal information.

A summary of the ranges of assumptions used and the ranges of contrasting sensitivity are provided below:

<-- PDF CHUNK SEPARATOR -->

Assumptions used and banking business CGU sensitivity scenarios

(Percentage)

31-12-2023 31-12-2022 31-12-2021 Sensitivity range
Discount rate (after taxes) * 9.9% 9.0% 7.6% [-0.5%; + 2.5%]
Growth rate ** 1.0% 1.0% 1.0% [-0.5%; + 1.0%]
Net interest income over average total assets (NII)
***
[1.30% - 1.60%] [0.92% - 1.29%] [0.92% - 1.28%] [-0.05%; + 0.05%]
Cost of risk (CoR) [0.31% - 0.44%] [0.27% - 0.39%] [0.24% - 0.39%] [-0.1%; + 0.1%]

(*) Calculated on the yield for the German 10-year bond, plus a risk premium. The pre-tax discount rate at 31 December 2023, 2022 and 2021 is 14.1%, 12.9% and 10.9%, respectively.

(**) Corresponds to the normalised growth rate used to calculate the residual value.

(***) Net interest income on average total assets.

At the close of the financial year, it has been confirmed that the projections used in the previous impairment test and actual figures would not have affected the conclusions of that test.

Taking into account the excess of the recoverable value over the carrying amount, the Group does not consider that any reasonably possible change in any of the assumptions could, in isolation, cause the carrying amount to exceed the recoverable value.

The judgements and estimates on the basis of which the key assumptions have been determined are those which the Group considers to be the most plausible and which, therefore, best reflect the value of the banking business.

As described in Note 3.4.1, the financial forecasts and their main assumptions used to calculate the recoverable amount of the banking CGU (particularly the cost of risk (CoR)) consider various scenarios of climate risk weighted by their probability of occurrence. Subsequently, to determine the terminal value, the long-term growth assumption (g) is estimated based on the "Net Zero 2050" scenario of the "Network for Greening the Financial System". See the consolidated management report for further information on the Group's sustainability strategy, including environmental and climate strategies.

Impairment test of the Insurance CGU

The methodology for estimating the value of the insurance CGU in use is the same as the methodology for the banking CGU, and the results obtained have not highlighted any indications of impairment at the close of the financial year.

A summary of the ranges of assumptions used and the ranges of contrasting sensitivity are provided below:

Assumptions used and insurance business CGU sensitivity scenarios

(Percentage)

31-12-2023 31-12-2022 31-12-2021 Sensitivity
Discount rate (after tax) 10.8 % 10.5 % 8.7 % [-0.5%; + 0.5%]
Growth rate * 1.5 % 1.5 % 1.5 % [-0.5%; + 0.5%]

(*) Corresponds to the normalised growth rate used to calculate the residual value.

21. OTHER ASSETS AND LIABILITIES

The breakdown of these items in the balance sheet is as follows:

Details of other assets

(Millions of euros)

31-12-2023 31-12-2022
restated
31-12-2021
Inventories (1) 93 101 96
Remainder of other assets (3) 1,727 2,516 2,041
Prepayments and accrued income (4) 734 853 1,035
Net pension plan assets (Note 24.1) (2) 137 408 362
Ongoing transactions 613 542 349
Dividends on equity securities accrued and receivable 44 173 62
Other 199 540 233
TOTAL OTHER ASSETS 1,820 2,617 2,137

(1) This includes non-financial assets held for sale in the ordinary course of business, that are in the process of production, construction or development for such sale, or that are to be consumed in the production process or in the rendering of services.

(2) This includes the fair value of insurance policies to cover pension commitments that must be recorded as a separate asset because they do not meet the requirements to be considered assets related to defined benefit post-employment plans.

(3) With the exception of those indicated in the other notes, this includes the amount of all the liability accrual accounts, except those corresponding to interest, transactions in transit between different units of the entity when it is not possible to allocate them, and the amount of the remaining liabilities not included in other categories.

(4) This includes a prepaid expense arising from the termination of the distribution agreements with Mapfre for non-life insurance, which accrues in the same period as the current distribution agreement with Mutua Madrileña. The amount remaining at 31 December 2023 is EUR 154 million.

Breakdown of other liabilities

(Millions of euros)

31-12-2023 31-12-2022
restated
31-12-2021
Prepayments and accrued income (1) 1,431 1,611 1,410
Ongoing transactions 1,630 1,019 478
Other 35 220 227
TOTAL OTHER LIABILITIES (2) 3,096 2,850 2,115

(1) Agreement with Mutua Madrileña. In January 2022, CaixaBank reached an agreement with Mutua Madrileña and SegurCaixa Adeslas for the payment of compensation in the amount of EUR 650 million for the increase in Bankia's network in the current distribution arrangement. The income is accrued over a period of 10 years, consistent with the accrual of the expense for part of the compensation for the breaking of the nonlife agreements with Mapfre.

(2) This includes the amount of all the liability accrual accounts, except those corresponding to interest, and the amount of the remaining liabilities not included in other categories.

The breakdown of the changes of the balance under "Inventories" is as follows:

Changes in inventories

(Millions of euros)

2023 2022 2021
Foreclosed Other Foreclosed Other Foreclosed Other
assets assets assets assets assets assets
Gross cost, inventories
Opening balance 69 67 76 54 80 31
Plus:
Acquisitions 1 177 3 220 8 201
Transfers and other (7) 9 1
Less:
Sales (169) (8) (185) (10) (176)
Transfers and other * (7) (11) (22) (2) (3)
CLOSING BALANCE 63 68 69 67 76 54
Impairment allowances,
inventories
Opening balance (30) (5) (31) (3) (35) (1)
Plus:
Net allowances (Note 37) (5) (3) (3) (1)
Transfers and other 4 (2) (1) (2) 2 (1)
Less:
Amounts used 4 5
Transfers * 1
CLOSING BALANCE (31) (7) (30) (5) (31) (3)
INVENTORIES 32 61 39 62 45 51

(*) They mainly include the value of the constructions/land fields reclassified from other balance sheet headings: from "Real estate investments" or "Non-current assets and disposal groups classified as held for sale» (see Notes 19 and 22).

22. NON-CURRENT ASSETS AND DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE

The breakdown of the changes of the balance under this heading is as follows:

Changes in non-current assets for sale

(Millions of euros)

2023 2022 2021
Foreclosed assets Other Foreclosed assets Other Foreclosed assets Other
Foreclosure
rights (1)
Other assets
(2)
Foreclosur
e rights (1)
Other assets
(2)
Foreclosur
e rights (1)
Other assets
(2)
Gross cost
Opening balance 180 2,782 620 225 3,217 806 133 1,351 273
Additions due to
business
combinations (Note 7)
130 1,702 326
Additions 92 56 1 88 135 138 82 102 215
Transfers and other
(3)
(128) 320 658 (133) 458 76 (120) 716 1,782
Disposals for the year (820) (697) (1,028) (400) (654) (1,790)
CLOSING BALANCE 144 2,338 582 180 2,782 620 225 3,217 806
Impairment allowances
Opening balance (38) (926) (192) (47) (980) (183) (35) (458) (66)
Additions due to
business
combinations (Note 7)
(17) (504) (68)
Allowances (Note 41) (1) (168) (110) (264) (82) (228) (1)
Recoveries (Note 41) 1 85 77 76 41 1 104 1
Transfers and other
(4)
9 (68) 70 9 (99) 4 4 (82) (82)
Amounts used 290 28 341 28 188 33
CLOSING BALANCE (29) (787) (127) (38) (926) (192) (47) (980) (183)
TOTAL 115 1,551 455 142 1,856 428 178 2,237 623

(1) Foreclosure rights are measured initially at the carrying amount at which the asset will be recognised when the definitive foreclosure occurs. (2) Mainly includes: investments reclassified as non-current assets held for sale, assets deriving from the termination of operating lease agreements and closed branches.

(3) These mainly correspond to the reclassification of the Foreclosure Right to "Other assets arising from credit regularisations" or to "Real Estate Investments" when a property is put up for rent for assets arising from credit regularisations (see Note 19).

(4) Includes provisions recognised to hedge against the risk of insolvency on credit operations of CaixaBank cancelled through the acquisition of real estate assets by BuildingCenter.

Sale of the property at Castellana 51

In November 2022, CaixaBank sold the property it owns at Paseo de la Castellana, 51, Madrid. CaixaBank's Board of Directors agreed the sale of the latter to Inmo Criteria Patrimonio, S.L.U. (a wholly-owned subsidiary of Criteria Caixa, S.A.U.), which submitted the best offer.

The sale price of the property amounts to EUR 238.5 million. The sale resulted in a positive income statement result of 101 million euro (71 million euro net of the tax effect) in 2022 under "Profit/(loss) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations (net) (see Note 41).

The breakdown, by age, of foreclosed assets, excluding impairment allowances, determined on the basis of the foreclosure date, is as follows:

Age of foreclosure assets

(Millions of euros)
31-12-2023 31-12-2022 31-12-2021
No. of assets Gross amount No. of assets Gross amount No. of assets Gross amount
Up to 1 year 1,221 134 1,605 166 4,510 362
Between 1 and 2 years 1,429 144 2,081 188 2,683 230
Between 2 and 5 years 5,718 451 9,213 738 12,451 1,054
More than 5 years 19,931 1,753 20,433 1,870 19,462 1,796
TOTAL 28,299 2,482 33,332 2,962 39,106 3,442

23. FINANCIAL LIABILITIES

23.1. FINANCIAL LIABILITIES HELD FOR TRADING

The breakdown of this heading is as follows:

Breakdown of financial liabilities held for trading

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Banking and
other business
Insurance
business
Banking and
other business
Insurance
business
Banking and
other business
Derivatives 2,189 3,971 4,838
Short positions 64 59 280
TOTAL 2,253 4,030 5,118

23.2. FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS

The breakdown of this heading is as follows:

Breakdown of financial liabilities designated at fair value through profit or loss

(Millions of euros)
31-12-2023 31-12-2022 restated 31-12-2021
Banking and
other business
Insurance
business (1)
Banking and
other business
Insurance
business (1)
Banking and
other business
Deposits 3,281 3,409
Customers 3,281 3,409
Other financial liabilities 2
TOTAL 3,283 3,409

(1) These correspond primarily to financial liabilities of certain BPI Vida e Pensões products that do not incorporate a significant transfer of insurance risks and are, therefore, classified and measured under the scope of IFRS 9 (see Note 1.4).

23.3 FINANCIAL LIABILITIES AT AMORTISED COST

The breakdown of this heading is as follows:

Breakdown of financial liabilities at amortised cost - 31-12-2023

(Millions of euros)

Banking and other business Insurance business
Value adjustments Value adjustments
Gross
balance
Accrued
interest
Microhedges Transaction
costs
Premiums
and
discounts
Balance
sheet
amount
Gross
balance
Accrued
interest
Microhedges Transaction
costs
Premiums
and
discounts
Balance
sheet
amount
Deposits 415,145 767 (7) 267 416,172 738 738
Central banks 543 5 548
Credit institutions 18,676 187 18,863
Customers 395,926 575 (7) 267 396,761 738 738
Debt securities issued 55,291 532 (11) 943 56,755
Other financial liabilities 6,447 6,447 338 338
TOTAL 476,883 1,299 (18) 1,210 479,374 1,076 1,076

Breakdown of financial liabilities at amortised cost - 31-12-2022 restated

(Millions of euros)

Banking and other business Insurance business
Value adjustments Value adjustments
Gross
balance
Accrued
interest
Microhedges Transaction
costs
Premiums
and
discounts
Balance
sheet
amount
Gross
balance
Accrued
interest
Microhedges Transaction
costs
Premiums
and
discounts
Balance
sheet
amount
Deposits 421,526 (19) (9) 367 421,865 579 579
Central banks 16,278 (242) 16,036
Credit institutions 12,704 70 12,774
Customers 392,544 153 (9) 367 393,055 579 579
Debt securities issued 50,926 605 (10) 1,087 52,608
Other financial liabilities 7,672 7,672 323 323
TOTAL 480,124 586 (19) 1,454 482,145 902 902

Breakdown of financial liabilities at amortised cost - 31-12-2021 *

(Millions of euros)

Value adjustments
Gross
balance
Accrued
interest
Microhedges Transaction
costs
Premiums
and
discounts
Balance
sheet
amount
Deposits 487,093 (1,032) (10) 478 486,529
Central banks 81,671 (1,224) 80,447
Credit institutions 13,590 13 13,603
Customers 391,832 179 (10) 478 392,479
Debt securities issued 51,720 582 (11) 1,393 53,684
Other financial liabilities 6,812 6,812
TOTAL 545,625 (450) (21) 1,871 547,025

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Liabilities under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

23.3.1. DEPOSITS FROM CREDIT INSTITUTIONS

The breakdown of the gross balances of this heading is as follows:

Breakdown of deposits from credit institutions

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021 *
Banking and
other
business
Insurance
business
Banking and
other
business
Insurance
business
Banking and
other
business
Demand 1,765 2,339 2,444
Other accounts 1,765 2,339 2,444
Term or at notice 16,911 10,365 11,146
Deposits with agreed maturity 3,796 4,041 3,918
Repurchase agreement 13,115 6,324 7,228
TOTAL 18,676 12,704 13,590

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

23.3.2. CUSTOMER DEPOSITS

The breakdown of the gross balances of this heading is as follows:

Breakdown of customer deposits

(Millions of euros) 31-12-2023 31-12-2022 restated 31-12-2021 *
Banking and
other business
Insurance
business
Banking and
other business
Insurance
business
Banking and
other business
By type 395,926 738 392,544 579 391,832
Current accounts and other demand
deposits
240,763 265,316 260,810
Savings accounts 90,037 94,573 89,639
Deposits with agreed maturity 57,071 738 29,954 579 37,914
Hybrid financial liabilities 661 124 193
Repurchase agreements 7,394 2,577 3,276
By sector 395,926 738 392,544 579 391,832
Public administrations 17,431 16,978 19,853
Private sector 378,495 738 375,566 579 371,979

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

23.3.3. DEBT SECURITIES ISSUED

The breakdown of the gross balances of this heading is as follows:

Breakdown of debt securities issued

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021 *
Banking and
other business
Insurance
business
Banking and
other business
Insurance
business
Banking and
other business
Mortgage covered bonds 15,583 17,178 20,854
Plain vanilla bonds ** 26,243 21,784 17,104
Securitised bonds 918 1,175 1,627
Structured notes 1,433 1,309 1,384
Promissory notes 1,139 330 591
Preference shares 4,500 4,250 5,000
Subordinated debt 5,475 4,900 5,160
TOTAL 55,291 50,926 51,720

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

(**) Includes plain vanilla or ordinary bonds and non-preferred plain vanilla or ordinary bonds.

The changes in the balances of each type of securities issued is as follows:

Changes in debt securities issued

(Millions of euros)

Plain
Mortgage
covered bonds
Public sector
covered bonds
vanilla
bonds
Securitised
bonds
Structure
d notes
Subordina
ted debt
Preference
shares
Gross balance
Opening balance 2021 53,016 4,400 11,731 32,318 1,589 3,459 3,275
Additions due to business combinations
(Note 7) 17,671 2,599 6,518 1,675 1,250
Issuances 6,064 1,000 2,787 2,302 1,000 750
Depreciation and amortisation (7,424) (5,719) (665)
CLOSING BALANCE 2021 69,327 5,400 17,117 35,419 1,589 5,469 5,275
Repo securities
Opening balance 2021 (38,519) (4,400) (2) (31,241) (153) (309) (275)
Additions due to business combinations
(Note 7)
(8,892) (1,063)
Buybacks (6,529) (1,000) (11) (2,302) (52)
Repayments and other 5,467 814
CLOSING BALANCE 2021 (48,473) (5,400) (13) (33,792) (205) (309) (275)
CLOSING NET BALANCE 2021 20,854 17,104 1,627 1,384 5,160 5,000
Gross balance
Opening balance 2022 69,327 5,400 17,117 35,419 1,589 5,469 5,275
Issuances 6,553 2,000 4,791 1,175
Depreciation and amortisation (13,640) (2,300) (70) (7,447) (170) (1,310) (750)
CLOSING BALANCE 2022 62,240 5,100 21,838 27,972 1,419 5,334 4,525
Repo securities
Opening balance 2022 (48,473) (5,400) (13) (33,792) (205) (309) (275)
Buybacks (6,579) 2,300 (41) (425)
Repayments and other 9,990 (2,000) 6,995 95 300
CLOSING BALANCE 2022 (45,062) (5,100) (54) (26,797) (110) (434) (275)
CLOSING NET BALANCE 2022 17,178 21,784 1,175 1,309 4,900 4,250
Gross balance
Opening balance 2023 62,240 5,100 21,838 27,972 1,419 5,334 4,525
Issuances 7,450 150 7,792 5,000 347 1,568 750
Depreciation and amortisation (9,575) (150) (3,251) (6,649) (290) (1,000) (500)
Exchange differences and other (35) (83) 7
CLOSING BALANCE 2023 60,080 5,100 26,296 26,323 1,476 5,909 4,775
Repo securities
Opening balance 2023 (45,062) (5,100) (54) (26,797) (110) (434) (275)
Buybacks (6,531) (150) (2) (5,000) (7)
Repayments and other 7,096 150 3 6,392 74
CLOSING BALANCE 2023 (44,497) (5,100) (53) (25,405) (43) (434) (275)
CLOSING NET BALANCE 2023 15,583 26,243 918 1,433 5,475 4,500

The breakdown of preference share issues are as follows:

Breakdown of preference share issues

(Millions of euros)

Annual Outstanding balance
Issue date Maturity Nominal
amount
remuneration
(3)
31-12-2023 31-12-2022 31-12-2021
June 2017 (1) (Note 1.9) Perpetual 1,000 6.750% 1,000 1,000 1,000
July 2017 (2) Perpetual 750 6.000% 750
March 2018 (1) Perpetual 1,250 5.250% 1,250 1,250 1,250
September 2018 (2) Perpetual 500 6.375% 500 500
September 2019 (1) Perpetual 275 6.500% 275
October 2020 (1) Perpetual 750 5.875% 750 750 750
September 2021 (1) Perpetual 750 3.625% 750 750 750
March 2023 (1) Perpetual 750 8.250% 750
PREFERENCE SHARES 4,500 4,250 5,275
Own securities repurchased (275)
TOTAL 4,500 4,250 5,000

(1) They are perpetual Additional Tier 1 Instruments, although they may be (partially or totally) redeemed under specific circumstances at the option of CaixaBank (once at least five years have elapsed from their issue date according to the specific conditions of each of them, and with the prior consent of the corresponding competent authority) and, in all cases, are convertible into ordinary newly-issued shares of the entity if CaixaBank or CaixaBank Group has a Common Equity Tier 1 ratio (CET1) of less than 5.125%, calculated in accordance with European Regulation 575/2013, of 26 June, of the European Parliament and Council, on prudential requirements of credit institutions and investment firms ("CRR"). 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 conversion floor price and iii) the nominal value of CaixaBank's shares at the time of conversion.

(2) Resulting from the business combination with Bankia (see Note 7).

(3) Payable quarterly.

A breakdown of subordinated debt issues (Tier 2 capital instruments) is presented below:

Breakdown of subordinated debt issues

(Millions of euros)

Annual Outstanding balance
Issue date Maturity Nominal amount remuneration 31-12-2023 31-12-2022 31-12-2021
February 2017 15-02-2027 1,000 3.500% 510
March 2017 (1) 17.7.2028 500 3.375% 500
July 2017 07-07-2042 150 4.000% 150 150 150
July 2017 14-07-2028 1,000 2.750% 1,000 1,000
April 2018 17-04-2030 1,000 2.250% 1,000 1,000 1,000
February 2019 (1) 15-02-2029 1,000 3.750% 1,000 1,000 1,000
March 2021 18-06-2031 1,000 1.250% 1,000 1,000 1,000
November 2022 23-02-2033 750 6.250% 750 750
January 2023 (2) 25-10-2033 500 6.875% 575
May 2023 30-05-2034 1,000 6.125% 1,000
SUBORDINATED DEBT 5,475 4,900 5,160
Own securities repurchased
TOTAL (3) 5,475 4,900 5,160

(1) Resulting from the business combination with Bankia (see Note 7).

(2) Issue in GBP. The nominal amount is expressed in this currency

(3) This does not include two issues from integrations, dated December 1990 and June 1994, with an outstanding balance of EUR 18 million and EUR 1 million, respectively, which are classified under "Customer deposits".

23.4. OTHER FINANCIAL LIABILITIES

The detail of the balance of this heading in the balance sheet is as follows:

Breakdown of other financial liabilities

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021 *
Banking and
other
business
Insurance
business
Banking and
other
business
Insurance
business
Banking and
other
business
Payment obligations 963 210 1,089 167 1,313
Guarantees received 26 59 24
Clearing houses 1,004 1,178 1,314
Tax collection accounts 1,914 1 1,784 1 1,461
Special accounts 411 123 1,564 152 368
Liabilities associated with right-of-use
assets (Note 19)
1,656 4 1,604 4 1,864
Other items 473 393 468
TOTAL 6,447 338 7,671 324 6,812

(*) The balances relating to the insurance business have not been restated (see Note 1.4) and are presented under "Assets under the insurance business" in the balance sheet at 31 December 2021, recognised under IAS 39.

The heading "Other financial liabilities — Liabilities associated with right-of-use assets" (see Note 19) presents the current value of future lease payments during the mandatory period of the contract. The changes during the year were as follows:

Future payments on operating leases

(Millions of euros)

31-12-2020 Addi
tion
due to
BC
Net
addi
tion
Financ.
update
Pay
ments
31-12-2021 Net
addi
tion
Financ.
update
Pay
ments
31-12-2022 Net
addi
tion
Financ.
update
Pay
ments
31-12-2023
Operating
lease
agreements 1,468 456 85 18 (163) 1,864 (64) 10 (202) 1,608 241 15 (204) 1,660
TOTAL 1,468 456 85 18 (163) 1,864 (64) 10 (202) 1,608 241 15 (204) 1,660

Applied discount rate (according to the term) *

[0.10%- [0.00%- [0.00%- [0.00%-
Spain 1.66%] 1.66%] 1.66%] 1.66%]
Portugal [0.20%- [0.20%- [0.20%- [0.20%-
0.90%] 0.90%] 0.90%] 0.90%]

Financ. update: Financial update; BC: Business combination (see Note 7)

(*) The difference in the discount rate applied for businesses in Spain and Portugal is primarily due to the term of the lease agreements in each case.

23.5. SHORT-TERM FUNDING

The breakdown of short-term funding is as follows:

Breakdown of short-term funding

(Millions of euros)

2023 2022 2021
Average Average Average
Amount rate Amount rate Amount rate
Repurchase agreement
Closing balance 20,509 3.78% 8,901 1.66% 10,504 (0.14%)
Annual average 33,886 3.21% 41,707 0.21% 22,518 (0.40%)
Maximum in the period 41,423 3.84% 52,058 (0.47%) 34,968 (0.43%)
Promissory notes
Closing balance 1,139 3.96% 330 1.09% 591 (0.51%)
Annual average 873 3.36% 432 (0.20%) 564 (0.41%)
Maximum in the period 1,253 3.97% 576 (0.53%) 692 (0.51%)

24. PROVISIONS

The breakdown of the changes of the balance under this heading is as follows:

Changes in provisions

(Millions of euros)

Pensions and
other post
Other long Pending legal issues and
tax litigation
Commitments and
guarantees given
employment
defined benefit
obligations
term
employee
benefits
Legal
contingenci
es
Provisions
for taxes
Conting
ent risks
Contingent
commitments
Other
provisions
BALANCE AT 31-12-2020 580 1,398 332 224 134 59 468
With a charge to the statement of
profit or loss (390) 2,296 190 35 (50) 3 216
Provision 33 359 42 (21) 88 389
Reversal (9) (169) (7) (29) (85) (173)
Interest cost / (income) 4
Personnel expenses (1) (394) 2,272
Actuarial (gains)/losses (38)
Amounts used (45) (348) (212) (24) (76)
Transfers and other 73 1 150 (39) 18 (46) (221)
BALANCE AT 31-12-2021 806 3,452 774 393 360 101 649
1st application IFRS 17 (32)
With a charge to the statement of 5 (62) 147 (50) 94 (15) 72
profit or loss
Provision 24 271 16 153 74 353
Reversal (45) (124) (66) (59) (89) (281)
Interest cost/(income) 5 2
Personnel expenses (43)
Actuarial (gains)/losses (182)
Amounts used (50) (595) (276) (18) (154)
Transfers and other (181) 9 (8) 6 1 (15)
BALANCE AT 31-12-2022
restated
579 2,582 654 317 460 87 552
With a charge to the statement of
profit or loss
20 67 176 (7) (125) 31 11
Provision 36 344 11 (70) 144 171
Reversal (7) (168) (18) (55) (113) (160)
Interest cost/(income) 20 39
Personnel expenses (1)
Actuarial (gains)/losses 26
Amounts used (51) (557) (230) (11) (115)
Transfers and other 25 (9) 27 (9) 2 (30)
CLOSING BALANCE ON 31-12-
2023
599 2,083 627 299 326 120 418

(1) On 1 January 2022, amendments to the new Labour Agreement signed on 7 July 2021 came into force. As regards the complementary social provision, it was agreed to set a fixed annual growth of 0.35% in the future of benefits caused to replace the various criteria established, chiefly based on the CPI (applicable thus far). This remeasurement is applicable to all current and future defined benefit plans, both those implemented through the CaixaBank Employment Pension Plan and those outside it. At the time of the agreement (2021), this resulted in the settlement of the obligations amounting to EUR 394 million.

24.1. PENSIONS AND OTHER POST-EMPLOYMENT DEFINED OBLIGATIONS

Provisions for pensions and similar obligations – Defined benefit post-employment plans

The Group's defined benefit post-employment benefit obligations are as follows:

  • Part of the commitments with employees and former employees of CaixaBank are covered using insurance policies with Group or non-Group insurance companies, mainly from merger processes. In this case, CaixaBank is the insurance policyholder, and the contracts are managed by each insurance company, which also assumes the risks.
  • The rest of the obligations vested on the business in Spain arise from the CaixaBank Employment Pension Plan, which features various subplans. These subplans are integrated into two pension funds, namely the fund Pensions Caixa 30, a pension fund that which combines a greater number of holders and beneficiaries. The pension funds insure their defined benefit commitments through different insurance contracts, the policyholder of which is the Pension Plan Control Committee, the majority of which are with VidaCaixa. CaixaBank does not control the Pension funds into which these subplans are integrated, although it holds a minority representation on the Control Committees established in each of them.
  • Since most of the defined benefit commitments are covered through the pension funds or through insurance policies taken out directly by CaixaBank —the purpose of which is to ensure the provisions payable by the beneficiaries are equivalent to the provisions insured under the policies taken out— the Group is not exposed to market volatilities and unusual market movements. At different closures, the fair value of the policies taken out directly with VidaCaixa or other companies, and that of pension fund assets (mainly covered through insurance policies), is calculated with a uniform assessment methodology, as laid down in the accounting standard.

If an insurance policy is a CaixaBank Employment Pension Plan asset and its flows exactly match the amount and timing of the benefits payable under the plan, the fair value of these insurance policies is deemed to be the present value of the related obligations. There will only be a defined benefit net liability when certain commitments are not insured by CaixaBank or the pension fund, for example, longevity queues for which the insurers have not been able to find financial instruments with a sufficiently long duration that replicate the guaranteed payments. Otherwise an asset would be produced as a net position.

Whilst the insurance policies taken out with insurers external to the Group and the value of the assets held through the Pension Funds are presented in net form on the balance sheet, given that they are eligible assets of the plan and are used to settle the obligations assumed, the fair value of the other policies taken out directly by CaixaBank with VidaCaixa is eliminated in the consolidation process, with the integration of the financial investments of VidaCaixa under the policies in the various heading of the consolidated balance sheet.

Meanwhile, BPI has assumed all the obligations externalised in the "Fundo de Pensões Banco BPI" pension fund, and recognises the present value of the obligations, net of the fair value of plan assets.

The breakdown of the changes of the balance under this heading is as follows:

Changes in provisions for pensions and similar obligations

(Millions of euros)

Related entity * Non-related entity **
Defined benefit
obligations
Fair value of
redemption rights
Defined benefit
obligations (A)
Fair value of plan
assets (B)
Net
assets/(liabilities)
for defined benefit
obligations (A+B)
2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021
OPENING BALANCE (579) (806) (489) 578 804 490 (2,578) (3,355) (3,674) 2,986 3,717 3,583 408 362 (91)
Interest cost (income) (20) (5) (3) 20 6 3 (34) (10) (5) 105 (201) 110 71 (211) 105
Past service cost (1) (52) (33) (17) (52) (33) (17)
COMPONENTS OF COST
OF DEFINED BENEFIT
RECOGNISED IN PROFIT
OR LOSS
(20) (5) (4) 20 6 3 (86) (43) (22) 105 (201) 110 19 (244) 88
Actuarial gains/(Losses)
arising from experience
assumptions
(2) 12 17 (197) 371 36 (197) 371 36
Actuarial gains/(Losses)
arising from financial
assumptions
(24) 170 21 26 (183) (30) (38) 312 33 100 (268) (106) 62 44 (73)
COMPONENTS OF COST
OF DEFINED BENEFIT
RECOGNISED IN EQUITY
(26) 182 38 26 (183) (30) (235) 683 69 100 (268) (106) (135) 415 (37)
Plan contributions 1 (93) (4) (4) (4) (1) 19 (5) (4) 15
Plan payments 51 50 45 (51) (50) (45) 168 165 167 (170) (167) (168) (2) (2) (1)
Settlements 84 310 (126) (108) (126) (108) 310
Additions due to business
combinations (Note 7)
(626) 478 6 (131) 137 6 6
Transactions (25) 146 25 1 (31) (30) (70) 9 13 142 (22) (17) 72
OTHER 26 50 (351) (26) (49) 341 133 137 272 (288) (262) 130 (155) (125) 402
CLOSING BALANCE (599) (579) (806) 598 578 804 (2,766) (2,578) (3,355) 2,903 2,986 3,717 137 408 362
Recognised in:
"Other assets - Net
pension plan assets"
Note 21)
137 408 362
"Provisions - Pensions
and other post
employment defined
benefit obligations"
(Note 24)
(599) (579) (806)
Type of obligation
Vested obligations (599) (578) (804) (2,766) (2,578) (2,699)
Non-vested obligations (1) (2) (656)
Type of investment
Implemented through
insurance policies
Investments in real
598 578 804 2,903 2,986 1,771
estate assets 395
Investments in equity
instruments
260
Investments in debt
instruments
1,250
Investments in other
assets
41

(*) The obligations are insured with a related company, the Group being the policyholder.

(**) The obligations are insured with a third party or the Group is not the policyholder.

The present value of defined benefit obligations was calculated using the following criteria:

  • The "projected unit credit" accrual method has been used, which considers each year of service as giving rise to one additional unit of benefit entitlement and measures each unit separately.
  • The estimated retirement age of each employee is the first age at which the employee has the right to retire or the age determined in the agreements, as applicable.
  • The actuarial and financial assumptions used in the measurement are unbiased and mutually compatible.

The following assumptions are used in the actuarial variations of the commitments in Spain:

Actuarial and financial assumptions in Spain

31-12-2023 31-12-2022 31-12-2021
Discount rate of post-employment benefits (1) 3.03 % 3.62% 0.84%
Long-term benefit discount rate (1) 3 % 3.2% 0.01%
Mortality tables PERM-F/2000 - P PERM-F/2000 - P PERM-F/2000 - P
Annual pension review rate (2) 0.35 % 0.35% 0.35%
Annual cumulative CPI (3) 2.89 % 2.93% 2.56%
Annual salary increase rate (4) CPI +0.5% 1.0% 2023;
CPI + 0.5% 2024 and
onwards
0.75% 2022; 1% 2023;
CPI + 0.5% 2024 and
onwards

(1) Rate resulting from using a rate curve based on high-rated corporate bonds, with the same currency and terms as the commitments assumed. Rate informed on the basis of the weighted average term of these commitments.

(2) Depending on each obligation. Based on the Agreement to Amend Employment Conditions signed on 1 July 2021, a fixed rate of 0.35% has been considered as a future revaluation for pension commitments arising from collective systems, covenants and/or agreements.

(3) Using the Spanish zero coupon inflation curve. Rate informed on the basis of the weighted average term of the commitments.

(4) The wage growth assumption incorporates future changes in the employment category of employees. However, the entire defined benefit group is currently a beneficiary group. Thus, this assumption has no impact on the accounting valuation.

The following assumptions are used in the actuarial variations of the commitments in Portugal:

Actuarial and financial assumptions in Portugal

31-12-2023 31-12-2022 31-12-2021
Discount rate (1) 3.2 % 3.8% 1.26%
Mortality tables for males TV 88/90 - 1 year TV 88/90 - 1 year TV 88/90 - 1 year
Mortality tables for females TV 90/01 - 2 years TV 90/01 - 2 years TV 90/01 - 2 years
Annual pension review rate 2.50% 2024; 2.00% 2025;
0.75% and onwards
4.00% 2023; 3.00% 2024;
0.75% and onwards
0.4%
[3.00 - 4.00]% 2023;
[2.50 - 3.50]% 2024;
[1.25 - 2.25] % and
[4.50 - 5.50] % 2023;
[3.50 - 4.50] % 2024;
[1.25 - 2.25] % and
Annual salary increase rate onwards onwards [0.9 - 1.9]%

(1) Rate resulting from using a rate curve based on high-rated corporate bonds, with the same currency and terms as the commitments assumed.

Actuarial valuation of pension commitments is carried out by qualified actuaries independent of the Group.

Additionally, in order to preserve the governance of the valuation and the management of the risks inherent to the acceptance in these commitments, CaixaBank has established an activity framework where the ALCO manages hedging proposals for these risks and the Global Risk Committee approves any changes to the criteria to measure the liabilities reflected in these commitments for businesses in Spain.

Below follows a sensitivity analysis of the value of obligations based on the main assumptions used in the actuarial valuation. To determine this sensitivity, the calculation of the value of the obligations is replicated, changing the specific variable and maintaining the remaining actuarial and financial assumptions unchanged. One drawback of this method is that it is unlikely that a change will occur in one variable alone as some of the variables may be correlated:

Analysis of sensitivity of the obligations - financial assumptions

(Millions of euros)

Spain Portugal
+50 bp -50 bp +50 bp -50 bp
Discount rate (26) 29 (111) 124
Annual pension review rate (1) 0 0 149 (132)
Annual salary increase rate (2) N/A N/A 19 (18)

(1) According to Labour Agreement signed on 7 July 202, fixed annual growth for Spain is 0.35%, which corresponds to the annual pension review rate. However, sensitivity is presented only for certain obligations whose revaluation is estimated based on the CPI.

(2) Currently, regarding the annual salary increase rate, the entire defined benefit group in Spain comprises beneficiaries. Therefore, it has no impact on the sensitivity analysis.

Analysis of sensitivity of the obligations - actuarial assumptions

(Millions of euros)

Spain Portugal
+1 year -1 year +1 year -1 year
Mortality tables (25) 25 (57) 57

The estimate of the fair value of insurance contracts linked to pensions taken out directly by CaixaBank with VidaCaixa or other companies and of the value of the pension fund assets (also mainly insurance policies) takes into account the value of future guaranteed payments discounted from the same rate curve used for the obligations. Therefore, since the expected flows of payments are matched with those deriving from the policies, the possible fair changes —at the close of the financial year— in the discount rate would have a similar effect on the value of the Group's gross obligations and on the fair value of insurance contracts linked to pensions and the fair value of assets held through pension funds.

Consistent with the provision of Note 2.12, the sensitivity of the obligations has only been calculated when certain commitments are not insured by CaixaBank or the pension fund, for example, certain aforementioned longevity queues for business in Spain.

The estimated payment of the provisions planned is stated below:

Estimated schedule for payment of obligations

(Millions of euros)

2024 2025 2026 2027 2028 2029-2033
Spain * 51 49 48 46 44 194
Portugal 82 82 79 76 74 339

(*) Excluding insured provisions to be paid directly by VidaCaixa to the Pension Funds.

24.2. PROVISIONS FOR OTHER EMPLOYEE BENEFITS

The Group has funds to cover the commitments of its discontinuation programmes, both in terms of salaries and other social costs, from the moment of termination until reaching the age established in the agreements. Funds are also in place covering length of service bonuses and other obligations with existing personnel. The main training programmes for which funds are kept are as follows:

Severance schemes

(Millions of euros)

Year recognised Number of people Initial
provision
Labour agreement for Barclays Bank personnel restructuring 2015 2015 968 187
Paid early retirements and resignations 16-04-2016 2016 371 160
Labour agreement 29-07-2016 2016 401 121
Paid early retirements and resignations 10-01-2017 2017 350 152
Labour agreement 27-04-2017 - BPI 2017 613 107
Labour agreement 28-04-2017 - Disassociations 2017 2017 630 311
Labour agreement 28-04-2017 - Disassociations 2018 2018 151 67
Labour agreement 08-05-2019 2019 2,023 978
Labour agreement 31-01-2020 - Disassociations 2020 2020 226 109
Labour agreement for restructuring 1-07-2021 2021 6,452 1,884

The breakdown of the changes of the balance under this heading is as follows:

Reconciliation of balances of other long term employee benefits

(Millions of euros)

Obligations
2023 2022 restated 2021
OPENING BALANCE 2,582 3,452 1,398
Service cost for the current year 5 3 (1)
Past service cost 6 96 2,279
Interest net cost (income) 39 2 1
Revaluations (Gains)/Losses 17 (163) 17
COMPONENTS OF COST OF DEFINED BENEFIT RECOGNISED IN PROFIT OR LOSS 67 (62) 2,296
Other
Additions due to business combinations (Note 7) 105
1st application IFRS 17 (32)
Plan payments (557) (595) (348)
Transactions (9) (181) 1
TOTAL OTHER (566) (808) (242)
YEAR-END BALANCE SHEET 2,083 2,582 3,452
Of which: With pre-retired personnel 33 119 232
Of which: Termination benefits 1,983 2,395 3,144
Of which: Supplementary guarantees and special agreements
Of which: Length of service bonuses and other 64 65 64
Of which: Other commitments deriving from Barclays Bank 3 3 12

24.3. PROVISIONS FOR PENDING LEGAL ISSUES AND TAX LITIGATION

Litigiousness in the field of banking and financial products is subject to comprehensive monitoring and control to identify risks that may lead to the outflow of funds from the entity, making the necessary allocations and taking the appropriate measures in terms of adaptation and improving procedures, products and services. FY 2020 was marked by some highly irregular flows that were conditioned by the effect that the health crisis and State of Alarm caused on the normal operation of the justice system, though its operation could be deemed to have returned to normal in 2022. However, the 2023 financial year has once again been affected by repeated strikes by civil servants in the Administration of Justice, which have had an impact on admissions, notifications and the development of a large number of legal proceedings.

The dynamic nature of litigiousness and the high disparity of judicial criteria frequently drive changes in scenarios, without prejudice to which the Group has established monitoring mechanisms to control the progress of claims, actions and different judicial sensitivities on the contentious matters that make it possible to identify, define and estimate risks, based on the best information available at any given time.

In the case of disputes under general conditions, generally linked to the granting of mortgage loans to consumers (e.g. floor clauses, multi-currency clauses, mortgage expenses, advance maturity, etc.), the necessary provisions are held and the Group maintains ongoing dialogue with customers in order to explore agreements on a case-by-case basis. Similarly, CaixaBank leads the adherence to extrajudicial dispute resolution systems promoted by certain judicial bodies that resolve these matters, in order to promote amicable solutions that avoid litigating with customers and help alleviate the judicial burden.

In the same way, the Group has adapted its provisions to the risk of ongoing actions arising from claims for the amounts of payments on account for the purchase of off-plan housing, banking, financial and investment products, excessive and abnormal price of interest rates, right to reputation or statements of subsidiary civil liability arising from the potential conduct of persons with employment links.

Lastly, a criterion of prudence is adopted for constituting provisions for possible punishable administrative procedures, for which hedging is allocated in accordance with the economic criteria that may be laid down by the specific administration regarding the procedure, without prejudice to the full exercise of the right of defence in instances, where applicable, in order to reduce or annul the potential sanction.

The content of the main sections of this heading is set out below. The expected timing of outflows of funds embodying economic benefits, should they arise, is uncertain.

IRPH (Mortgage Loan Reference Index)

The four rulings handed down by the Court of Justice of the European Union (CJEU) to date have brought clarity to the judgment of claims challenging the lack of transparency of loans that included the IRPH index —Judgment of 3 March 2020, Orders of 17 November 2021 and Order of 28 February 2023. The judgments issued by the First Chamber of the Spanish High Court have also implemented the CJEU doctrine.

The chief legal conclusion of the current judicial framework and without prejudice to its eventual change, is the validity of mortgage loans that include such an index.

On the one hand, in mortgage loans where the IRPH had been included in the context of Public Agreements in order to facilitate access to social housing, the Spanish High Court deems that there was transparency in the procurement; The core elements relating to the calculation of the variable interest laid down in the contract were easily accessible, the consumer adhered to a financing system established and regulated by a regulatory rule, regularly reviewed by successive Councils of Ministers, the clause expressly referred to this regulation and these agreements and both the former and the latter enjoy publicity arising from their publication in the Official State Gazette (BOE).

In cases not covered by the abovementioned scenario, pre-contractual and contractual information provided to consumers of mortgage loans including such an index should be examined on a case-by-case basis, in order to determine whether or not they suffer from lack of transparency, since there are no assessed means of testing material transparency. In any case, the important thing is that any declaration of lack of transparency requires the Spanish High Court —according to repeated legal principle of the CJEU— to make a judgment of abuse, and such abuse —due to the existence of bad faith and major imbalance— has no place in such cases. In the opinion of the Spanish High Court, on the one hand, good faith is not infringed when offering an official index, recommended by the Bank of Spain since the end of 1993 as one of the rates that could be used for mortgage lending operations and when the central Government and several autonomous governments —through various regulatory provisions— had established the IRPH index as a reference for financing (borrowing) for the purchase of social housing. On the other hand, there is also no significant imbalance at the time of procurement, since the subsequent evolution is irrelevant and it cannot be ignored that hypothetically, by replacing the Savings Banks IRPH or Banks IRPH with the index proposed by the CJEU as a replacement in case of abuse and lack of agreement, the Entities IRPH would be applied as the supplementary legal index, which presents virtually no differences with the Savings Banks IRPH or Banks IRPH.

Notwithstanding the clarity of the CJEU's rulings and the Spanish High Court's coherent criterion with their postulates, further questions have continued to be referred for preliminary rulings by various courts concerning the clause that establishes the IRPH as the reference index. A new ruling has recently been handed down by the CJEU which establishes that it is appropriate to offer the customer, prior to taking out the mortgage loan, information on the "negative differential", as a new element for assessing a possible lack of transparency. However, the positive and decisive point of this ruling is that it confirms that, in the event that a lack of transparency is declared, it is necessary to carry out an abusiveness control (the parameters of which are not altered compared to the already established doctrine: it is deemed that there is good faith and that an imbalance is not generated for the consumer).

Taking the present context of the known doctrine of the CJEU and the Spanish High Court as a starting point, we understand that the full validity of the procurement and the absence of current risk on the eventual outflow of funds due to a possible declaration of lack of transparency have been clarified.

In accordance with the current legal validity and reasonableness of the foregoing, in addition to the best information available to date, the Group does not maintain provisions for this item, without prejudice to the availability of a fund to cover potential isolated disbursements in specific cases where the Court applies a doctrine that conflicts with that established by the Supreme Court.

At 31 December 2023, the total amount of mortgages up to date with payments indexed to the IRPH (mortgage base rate) with individuals is approximately EUR 4,165 million (the majority of which are with consumers).

Litigation linked to the formalisation costs clause in mortgage loans

The ruling of the First Chamber of the Spanish High Court of 23 December 2015 led to an increase in claims and lawsuits relating to the general conditions regulating the application of origination fees in mortgage loans.

The Group has aligned its conduct with the relevant rulings handed down by the Supreme Court, analyses customer claims on a case-by-case basis and maintains provisions to cover the best-estimated risk in this area.

Similarly, the Group maintains a consolidated approach to agreements with its customers and has signed several protocols of express agreements in Courts and Provincial Courts specialising in this matter (e.g. Burgos, Valladolid, Palencia, Murcia, Pamplona, Barcelona) aimed at reaching agreements with its customers and reducing the risk of litigation in this sphere. The agreements are reached in accordance with the distribution of expenses doctrine established by the High Court.

The average amount linked to claims and lawsuits has been gradually reduced with the gradual consolidation of the doctrine recognising the attribution of the expense of the Stamp Duty Tax to the borrower (until the entry into force of Royal Decree Law 17/2018, of 8 November, which amended the revised text of the Law on Property Transfer and Stamp Duty Tax).

At present, it is still to be determined from when the limitation period for actions aimed at enforcing the restitutionary effects of the declaration of nullity of an unfair contract will start to be calculated.

Specifically in this area, the Court of Justice of the European Union delivered a judgment on 21 January 2024, resolving the questions submitted for a preliminary ruling by the Provincial Court of Barcelona (Joined Cases C-810/21, C-811/21, C-812/21 and C-813/21). The Court has indicated that the limitation period can only be considered compatible with the principle of effectiveness if the consumer was aware of its rights before the limitation period began to run or expired. Furthermore, the Court of Justice of the European Union has two further preliminary rulings pending (cases C 481/21 and C-561/21), which may incorporate new elements that may provide greater certainty as to the calculation of the limitation period.

At year-end 2023, the Group has a provision of EUR 73.5 million to cover this contingency. Based on our best estimate based on the information available to date, we consider the provisions currently made by the Group to be sufficient.

Litigation linked to consumer credit contracts ("revolving" cards) through the application of the Usury Repression Act of 1908, as a result of the Spanish High Court Judgment dated 4 March 2020.

The Spanish High Court (Tribunal Supremo - TS) has dictated several sentences with regard to credit revolving between 2020 and 2023. The Spanish High Court has progressively completed the applicable legal framework for assessing when the interest in this specific type of financing is significantly higher than the market price.

The gradual establishment of this legal framework over a three-year period has meant that, in the interim, there has been a huge dispersion of legal criteria, which has resulted in considerable litigation in a context of marked legal uncertainty for this specific type of financing.

Currently the legal framework defined by the Spanish High Court is determined by the following factors, namely i) revolving cards are a specific market within credit facilities, ii) the Bank of Spain publishes a specific reference interest rate for this product in its Boletín Estadístico, which is the initial reference for determining what the "normal interest rate of money" is, iii) the Bank of Spain publishes the so-called TEDR (Restricted Denomination Cash Rate), iv) in order to establish whether an interest rate is "grossly disproportionate", the Annual Percentage Rate of Charge (APR) should be compared, v) a contract will be deemed usurious if the interest exceeds by six percentage points the APR that can be deemed as the normal interest rate, which will be the average interest rate in the credit card and revolving section of the Bank of Spain's statistics, and if the TEDR is published and not an APR (as is the case so far), it will have to be increased by 20 or 30 hundredths of a percentage point, vi) with regard to revolving card contracts prior to June 2010, when determining the "normal interest rate" as a benchmark, the most recent specific information from the Bank of Spain statistics (credit card and revolving card section) should be used as the closest point in time, vii) in cases where an open-ended financial services contract provides for the possibility of unilaterally changing the interest rate of the credit operation (with prior notification to the borrower and with the option for the borrower to terminate the contract and simply pay what is due at the agreed interest rate), each interest change is to be deemed to entail the conclusion of a new contract fixing a new interest rate.

Accordingly, developments in this field of litigation have resulted in a lower-risk scenario, characterised by the following factors, which are developed below:

    1. The Ruling of the First Chamber of the High Court no. 258/2023 of 25 February offers legal certainty and validates the legality of a good portion of the current portfolio of revolving and/or deferred payment loans about which, until now, there had been some uncertainty. For practical purposes, contracts with APRs between 24% and 27%, depending on the date of contracting, cannot be annulled on the grounds of usury.
    1. There is an ongoing class action by the Association of Consumers and Users (ASUFIN) against CaixaBank, and its card issuing subsidiary, CPC, for lack of transparency. The action has been dismissed by the Provincial Court of Valencia. The cassation appeal is pending.
    1. To date, the High Court has not set parameters for analysing a specific transparency analysis for these products. The lower court rulings analysing transparency are providing adequate results without identifying, to date, a material outflow of appeals based on this ground.

Decrease in risk since High Court Ruling 258/2023

On 25 February, the Plenary of the First Chamber of the High Court handed down a ruling (258/2023) that offers certainty and legal certainty in the application of the criteria of the Usury Repression Act to revolving credit, by establishing that revolving card interest is "notably higher" –and therefore usurious– if the difference between the average market rate (TEDR) and the agreed rate exceeds 6 percentage points, with an additional range of 0.20/0.30 additional points to equate TEDR and APR. This is a criterion that is close to other standards within the European Union (in Germany 12 points are applied, in France a margin of 33%, in Denmark a margin of 35%, in Sweden a margin of 40%).

This new criterion, in addition to providing legal certainty, places the validity of drawdowns made at APRs of less than 24-27%, depending on the date of the applicable economic conditions.

A decrease in the inflow of claims for the above reasons –which has already been progressively felt in recent months– is to be expected.

It remains for the High Court to address the transparency test in relation to this particular contract.

Dismissal of ASUFIN class action

There have been no new developments in the collective action brought by the Association of Consumers and Users (ASUFIN) against CaixaBank and its card-issuing subsidiary, CPC. The cassation appeal filed by ASUFIN before the High Court is still pending.

The process was reduced to an action of eventual cessation of general conditions; the possibility of claiming refunds of amounts was rejected for the ASUFIN and in favour of CaixaBank. Later, the ruling reaffirms this situation, rejects the claim against CaixaBank in its entirety and only asks CaixaBank to cease the early maturity clause, rejecting all the other requests regarding the lack of transparency in the operation of the cards, the methods of calculating interest, the right to offset debts or the change of conditions in contracts of indefinite duration. After both parties appealed the judgment, the 9th Section of the Valencia Provincial Court issued ruling no. 1152/2021 of 3 October 2021, by virtue of which it dismissed ASUFIN's appeal and upheld CaixaBank Payments and Consumer's appeal, and consequently dismissed the claim in its entirety, partially overturning the first instance judgment.

Estimate of the perimeter involved

The maximum amounts that can be claimed from the Group -which should in no case be confused with the amounts that are subject to effective legal risk- considering the nature and dynamic singularity of consumption through this credit facility, are exceptionally complex to estimate. In this regard, the amount potentially to be returned for each contract depends on the arrangements actually made by each client from the beginning of the contract's life (in some cases >20 years), the type of credit card in question (with the possibility of payment at the end of the month, instalment payment or deferred payment), the payment method proactively selected by the client in case of having different possibilities for each arrangement made (end of the month, instalment payment or deferred payment), the interest rate modifications that have been applied under Article 33 of Royal Decree Law 19/2018, of 23 November, on payment services and other urgent financial measures, or any other type of agreement that affects the contract price.

It should also be recalled that the actual legal risk of the perimeter involved is not based solely on the thresholds currently set by the High Court. The case law also takes into account, whenever it is subject to proof, the specific circumstances of the case that may justify departing from these thresholds (e.g. refinancing cases, behaviour with previous defaults, etc.).

Therefore, in accordance with IAS 37.92, the Group does not disclose the maximum amounts that could be claimed from the Group.

To date, CaixaBank Group has been —and will continue to be— conducting ongoing monitoring of the risk and evolution of litigation associated with this specific kind of financing, as well as establishing a provision to cover the potential outflow of funds in terms of financial prudence, according to the best estimate at any given time. It also adopted a series of effective measures in the field of contracting and customer service with a view to improving transparency, risk prevention and understanding of customers' concerns. It will continue in this endeavour, taking into consideration that the legal framework now in place facilitates greater legal certainty regarding the concretisation and implementation of any specific action.

Based on the best information available to date, the heading "Provisions for litigation and outstanding tax liabilities" includes the estimate of present obligations that could arise from legal proceedings, including those relating to revolving and/or deferred payment cards or, to a lesser extent, from personal loans at the interest rate subject to judicial review under these jurisprudential considerations, the occurrence of which has been considered probable. In any case, any disbursements that may ultimately be necessary will depend on the specific terms of the judgments which the Entity must face, and/or the number of claims that are brought, among others. Given nature of these obligations, the expected timing of the outflow of financial resources is uncertain, and, in accordance with the best available information today, the Group also deems that any responsibility arising from these proceedings will not, as a whole, have a material adverse effect on the Group's businesses, financial position or the results of its operations.

At year-end 2023 the Group has a provision of EUR 92 million to cover this contingency. Based on our best estimate based on the information available to date, we consider the provisions currently made by the Group to be sufficient.

Coral Homes

On 28 June 2018, CaixaBank, S.A., the Company and Coral Homes Holdco, S.L.U., a company belonging to the Lone Star group, executed an investment agreement for the purpose of establishing the terms on which the Company and Coral Homes Holdco, S.L.U. would be —through a newly created company called Coral Homes, S.L.— the owners and managers of the business consisting of a specific group of real estate assets owned by the Company and 100% of the share capital of Servihabitat Servicios Inmobiliarios, S.L., a company dedicated to the provision of real estate management services. As part of the operation, Servihabitat Servicios Inmobiliarios, S.L. will go on servicing the Group's property assets during a period of 5 years under a new contract concluded on market terms.

The sale entered into with Lone Star contemplated a representations and warranties clause in relation to, among other matters, the ownership of the real estate assets transferred to Coral Homes, S.L. which, under specific circumstances, could give rise to claims against the Company until June 2020.

In July 2020, Coral Homes Holdco, S.L.U. brought arbitration proceedings before the International Court of Arbitration of the International Chamber of Commerce in order to unwind the contribution of a small group of real estate assets included in the business transferred to Coral Homes, S.L. and to claim alleged damages.

The arbitration proceedings are currently underway, and their resolution, after certain vicissitudes that have led to their prolongation, are expected before the end of the first six months of 2024. We have recently been notified of a decision containing the Tribunal's assessment parameters, enabling us to make a provisional estimate of the outcome of the ruling in certain categories. An unfavourable outcome of such arbitration is not expected to have a material impact on equity not included in the financial statements at 31 December 2023.

Sareb Bonds

Sociedad de Gestión de Activos Procedentes de la Reestructuración Bancaria, S.A. (Sareb) requests the Court to declare "that the Senior Bonds issued by Sareb from the 2017-3 and 2018-1 and successive Issues, may generate negative yields, as well as to oblige the defendant Financial Institutions to comply with said declaration".

The Group deems that this dispute has already been finally and bindingly resolved in law by the Decision, favourable to the Entities, rendered on 30 October 2018 by the College of Arbitrators (the "Decision"), and

therefore the matter is res judicata. This and other arguments well-founded in law that have been raised by the defendant entities in their defence and the absolute reasonableness of the arbitrators' conclusions (the bonds cannot generate interest in favour of Sareb), lead the Group to consider the risk of this claim being upheld to be remote. In the proceedings, a ruling has been handed down rejecting the claim filed by Sareb, which has been appealed by SAREB.

Mapfre, proceedings after termination of insurance banking alliance with Bankia

There are two proceedings related to the termination of Mapfre's insurance banking alliance with Bankia.

The first involves an arbitration in which Mapfre and CaixaBank agreed to submit the issue of whether CaixaBank was required, under the bancassurance agreements between Bankia and Mapfre, to pay Mapfre an additional amount equivalent to 10% of the valuations of the life and non-life business as calculated by the independent expert chosen by both parties (Oliver Wyman). The arbitration was concluded in July, with an Award that found that the merger of Bankia and CaixaBank should be interpreted —according to the contractual provisions— as a change of control of Bankia and that, consequently, the price to be paid for the life and non-life insurance business should be increased by 120% (and not 110%) over the valuation given to these businesses. This amount (10%) over and above the amount that had been paid at the time, with interest and costs (a total of EUR 52.9 million) was paid to Mapfre after notification of the Award.

The second process comprises a lawsuit filed by Mapfre against Oliver Wyman and CaixaBank because the former disagrees with Oliver Wyman's valuation of the Bankia Vida (BV) shares (life business). Mapfre requests the Court to declare the Oliver Wyman's breach of the order received to conduct the valuation of the BV shares and that this valuation be replaced by a higher valuation to be fixed in court, condemning CaixaBank to pay the difference between the price already paid for 51% of the BV shares and the price arising from the new valuation fixed in court. The proceedings are still at a very early stage. The lawsuit has been contested by the co-defendants and a pre-trial hearing has yet to be convened by the court. The Group understands that Oliver Wyman complied with the assignment and has a strong case to dispute this claim, and therefore no provision has been made.

Judicial proceedings relating to the 2011 Bankia rights offering

Civil proceedings in respect of the nullity of the subscription of shares

Claims are currently still being processed, although in a very small number, requesting both the cancellation of share purchases in the rights offering made in 2011 on the occasion of the listing of Bankia and those relating to subsequent purchases, in relation to the latter scenario, however, they are residual claims.

On 19 July 2016, Bankia was notified of a collective claim filed by ADICAE; the processing of the proceedings is currently suspended.

In a judgment of 3 June 2021, the Court of Justice of the European Union resolved a preliminary question raised by the Spanish High Court, clarifying that in cases of issuances intended both for retail investors and to qualified investors, the latter may bring an action for damages based on inaccuracies of the prospectus, although the national court will have to take into account whether such investor had or should have knowledge of the economic situation of the issuer of the public offer of subscription of shares and besides the prospectus. After applying this criterion in the proceedings that gave rise to this question, the Spanish High Court considered that, in the specific case in question, it was not proven whether the plaintiff had access to information other than the prospectus, which is why it upheld the claim. In other judgments handed down later, however, the SC understood that the decision to subscribe the shares was not based on the information in the prospectus, and therefore considered the dismissal of the claims to be justified.

At 31 December 2023, there is already residual litigation for civil proceedings for claims arising from the Bankia IPO and subsequent ongoing purchases (corresponding to institutional, retail and secondary market claims). There are currently a total of 125 ongoing procedures with a total outstanding provision of EUR 6 million.

Legal proceedings brought by Banco de Valencia shareholders

Very few individual claims have been brought in civil courts, and they have been brought late, as claims for damages are time-barred, and therefore, CaixaBank does not consider this to constitute a material contingency requiring the creation of a specific provision. This provision expressly lays down a three-year statute of limitations period for liability actions arising from damages caused to holders of securities as a result of the annual and halfyearly financial information not providing a true and fair view of the issuer, and determines the dies a quo for calculating the statute of limitations on the day on which the claimant could have become aware that the

information does not provide a true and fair view of the issuer. Our case law, and in particular the Provincial Court of Valencia, has consistently held that the three-year limitation period provided for in this rule must be calculated as from 28 February 2012, which is when Banco de Valencia's accounts for 2011 were approved (Sentence of the Provincial Court of Valencia, section 8, of 11 June 2020, decision number 340/2020; Sentence of the Provincial Court of Valencia, section 7, number 164/2018 of 16 April; Sentence of the Provincial Court of Valencia, section 9, number 728/2018 of 16 July; Sentence of the Provincial Court of Valencia, number 3/2018 of 5 January; Sentence of the Provincial Court of Valencia, section 11, number 252/2019; Sentence of the Provincial Court of Valencia, section 11, number 146/2018 of 18 April). As a result, CaixaBank does not deem it necessary to set up a specific provision for this type of claim.

No claims from Banco de Valencia shareholders have been notified during 2023.

Banco de Valencia shareholders criminal proceedings

In 2012, the Banco de Valencia Small Shareholders' Association "Apabankval" filed a lawsuit against the members of the Board of Directors of Banco de Valencia and the external auditor for corporate offences. No amount of civil liability has been determined. The claim by Apabankval has resulted in preliminary proceedings 65/2013-10 of the Central Investigation Office no. 1 of the National Court.

Subsequently, a second claim filed by several individuals ("Banco de Valencia") is included. Following on from this, by Order of 6 June 2016, the Central Investigation Office no. 1 of the National Court has admitted —to be included in previous proceedings 65/2013-10— a new claim filed by shareholders of Banco de Valencia against various directors of Banco de Valencia, the external auditor and Bankia, S.A. ("as a substitute for Bancaja"), for a corporate crime of falsification of accounts set out in article 290 of the Criminal Code.

On 13 March 2017, the Criminal Chamber, section 3 of the National Court, issued an order confirming that i) Bankia cannot be held liable for criminal acts and, ii) Bankia must be continue to be the secondary civilly liable party.

On 13 December 2017, Central Investigation Office no. 1 issued an Order agreeing to bring BFA, Tenedora de Acciones, S.A.U. and the Bancaja Foundation to the proceedings as secondary civilly liable parties.

On 2 December 2019, the Central Investigation Office no. 1 issued the conversion order agreeing to the continuation of these previous proceedings through the abridged procedures for the alleged participation in an ongoing corporate crime of falsehood in the annual accounts of Banco de Valencia for the fiscal years 2009-2010, punishable under art. 290 paragraphs 1 and 2 and art. 74 of the Criminal Code, against the members of the board of directors of Banco de Valencia and against various companies as secondary civilly liable parties, which include: BFA, Bankia, Bankia Hábitat S.L. y Valenciana de Inversiones Mobiliarias, S.L. Following the presentation by the prosecution of their provisional pleadings, on 31 October 2022, an order was issued to open the oral hearing, confirming the subsidiary civil liability of the former companies. After the submission of the defence briefs, the trial has been scheduled from 9 September to 19 December 2024.

The National Court has had CaixaBank as the successor in Bankia's position as a consequence of the merger of Bankia (acquired company) with CaixaBank (acquiring company).

The Group has treated this contingency as a contingent liability the final result of which is uncertain.

CaixaBank has considered the outcome of this lawsuit as a contingent liability given that it deems it unlikely that CaixaBank will be convicted of an outflow of resources, in accordance with IAS 37 paragraph 10.1. It is unlikely that the Group will have to pay any amount for these criminal proceedings given that it deems that there is no "alleged" accounting crime relating to the accounts of Banco de Valencia for 2009 and 2010 of which the members of the Board of Directors are accused and, additionally, it has not been possible to quantify the alleged damage in the course of the preliminary investigation. Upon being consulted by the investigating court, the CNMV reported (sic) that "the estimation of such damages is a highly complicated exercise that would require an individualised analysis of each investor's case: when it bought and why, when it sold, whether it would have sold before having known the information beforehand, etc. On top of this, it is also difficult to estimate the impact that the publication of the negative information referred to above had on the evolution of the share price (…) any estimate of damages would need to be based on an analysis of the various types of situations that could have occurred in reality, the number of investors and the investment volumes that could be referred to in each type of situation, etc."

Ongoing investigation in Central Investigation Office No. 2 (PD 16/18)

In April 2018, the Anti-Corruption Prosecutor's Office started legal proceedings against CaixaBank, the Entity's former head of Regulatory Compliance and 11 employees, for events that could be deemed to constitute a money laundering offence, primarily due to the activity carried out in 10 branches of CaixaBank by alleged members of certain organisations formed of Chinese nationals, who allegedly conducted fraud against the Spanish Treasury between 2011 and 2015. The judge has asked the Public Prosecutor's Office to instigate the next steps. In addition, as of today, the filing of proceedings has already been agreed for four employees. Neither CaixaBank nor its legal advisers consider the risk associated with these criminal proceedings as being likely to arise. The potential impact of these events is not currently considered material, although CaixaBank is exposed to reputational risk due to these ongoing proceedings.

Investigation dismissed before the Central Investigation Office No. 6 (DDPP 96/17) Separate part No. 21. Potential subsidiary civil liability

The criminal liability of the legal person was dismissed. The process is presently at an intermediate stage. Potential subsidiary civil liability. Recently, the Public Prosecutor's Office requested the subsidiary civil liability of CaixaBank for an amount of EUR 8,000. This is strictly a financial and subsidiary liability, for a non-material amount and which will have to be the subject of prosecution.

As a consequence, the potential impact that could arise, where applicable, from the possible subsidiary civil liability for the events described is not material, although CaixaBank is exposed to reputational risk as a result of the processing of these proceedings.

Environmental litigation

CaixaBank implements continuous monitoring systems to identify potential litigation or claims relating to this area.

At year-end 2023, there were no signs of a trend towards litigation in this area in the various areas identified in relation to different international operators, such as claims for damages, preventive requests for the adoption of measures or claims for the prosecution of cases of greenwashing or climate washing.

Provisions for taxes

The detail of the balance of this heading in the balance sheet is as follows:

Provisions for taxes

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Income Tax assessments 7 16 20
Tax on deposits 22 22 40
Other 270 279 333
TOTAL 299 317 393

The main tax procedures ongoing at 2023 year-end are as follows:

  • In 2020, the activities to verify financial years 2013 to 2015 were finalised, and due provisions were provided for their impacts. Disputed Corporation Tax assessments and disputed Value-Added Tax assessments are pending resolution by the Central Economic-Administrative Court.
  • In 2017, the review actions for 2010 to 2012 were completed with no significant impact. The non-conformity assessments for Corporation Tax have been the subject of a partially upheld ruling by the National Court, which is pending enforcement by the Tax Agency, releasing the unused provision.

The Group has allocated provisions to cover the maximum contingencies that may arise in relation to Corporation Tax and VAT assessments signed under protest.

24.4. PROVISION FOR COMMITMENTS AND GUARANTEES GIVEN

This heading includes the provisions for credit risk of the guarantees and contingent commitments given (Note 27).

24.5. OTHER PROVISIONS

The content of the main sections of this heading is set out below. The expected timing of outflows of funds embodying economic benefits, should they arise, is uncertain.

Class action brought by the ADICAE association (floor clauses)

The legal case through which a class-action suit was brought by the Asociación de Usuarios de Bancos, Cajas y Seguros (ADICAE) due to the application of the minimum interest rate clause that is present in some of the Group's mortgages, is currently being appealed on procedural grounds to the Spanish High Court. A ruling dated 29 June 2022 agreed to raise several issues for preliminary rulings in which the Spanish High Court considers if, as part of a class-action suit as complex as this one, it is possible to analyse separately the transparency of how minimum-rate clauses are marketed, keeping in mind the need to evaluate any concurrent circumstances at the time the mortgage is signed, as well as other parameters, such as the evolution of the average consumer. The hearing at the CJEU was held on 28 September 2023. In January 2024, the conclusions of the Advocate General were announced, which, subject to certain conditions, considered that the unfairness of the floor clause could be assessed in a classaction lawsuit. A ruling is expected within a few months. The Group does not anticipate any changes to the risk in this matter, nor an adverse material impact, as a result of asking for these preliminary rulings.

With the available information, the risk derived from the disbursements that could arise due to these litigation proceedings is reasonably covered by the corresponding provisions.

Contingent liabilities linked to deposit for irrevocable payment commitments (IPCs) of the SRF

Since 2016, the CaixaBank Group's banking companies have opted to pay a percentage of the annual contribution to the Single Resolution Fund in the form of irrevocable payment commitments (IPCs), for which cash collateral has been provided. At 31 December 2023, the accumulated amount of CPIs amounted to EUR 240 million without any provision having been recognised. Since the first quarter of 2018, the CPIs of the Single Resolution Fund have been deducted from CET1.

Procedures of the Portuguese Resolution Fund (PRF)

On 3 August 2014, the Bank of Portugal applied a resolution procedure to Banco Espírito Santo, SA (BES) through the transfer of its net assets and under the management of Novo Banco, SA (Novo Banco). Within the framework of this procedure, the PRF completed a capital increase in Novo Banco for an amount of EUR 4,900 million, becoming the sole shareholder. The increase was financed through loans to the PRF for an amount of EUR 4,600 million, EUR 3,900 million of which was granted by the Portuguese State and EUR 700 million granted by a banking syndicate through the Portuguese financial institutions, including BPI with EUR 116 million.

On 19 December 2015, the Bank of Portugal initiated a procedure to put Banco Internacional do Funchal (Banif) into resolution, which came to a head with i) the partial sale of its assets for EUR 150 million to Banco Santander Totta, S.A.; and ii) the contribution of the rest of its assets that were not sold to Oitante, SA. The resolution was financed through the issuance of EUR 746 million of debt, guaranteed by the PRF and the Portuguese State as a counter-guarantee. The operation also included the ultimate guarantee of the Portuguese State amounting to EUR 2,255 million intended to cover future contingencies.

For the reimbursement of the PRF obligations with the Portuguese State (in the form of loans and guarantees) in relation to resolution measures adopted, the PRF has contributed ordinary instruments through the various contributions of the banking sector. Along these lines, the conditions of the loans with the PRF have been amended to bring them in line with the collection of the aforementioned contributions; there is no foreseen need to turn to additional contributions from the banking sector.

In 2017, the Bank of Portugal chose Lone Star to conclude the sale of Novo Banco, after which the PRF would hold 25% of the share capital and certain contingent capital mechanisms would be established by the shareholders. To cover the contingent risk, the PRF has the financial means of the Portuguese State, the reimbursement of which where applicable— would have repercussions on the contributory efforts of the banking sector.

On 31 May 2021, the PRF signed a credit facility with a group of Portuguese financial institutions amounting to EUR 475 million, in which BPI participated with the amount of EUR 87.4 million. On 4 June 2021, the PRF made a provision of EUR 317 million to comply with Novo Banco's capital quota mechanism, of which EUR 58.3 million corresponded to BPI. On 23 December, the PRF made an additional payment of EUR 112 million that was pending

following a favourable external opinion on the payment associated with the non-application of hedge accounting for interest rate risk management, of which EUR 20.6 million was made to BPI.

At this time, it is not possible to estimate the possible effects for the Resolution Funds deriving from: i) the sale of the shareholding in Novo Bank; ii) the application of the principle that none of the creditors of a credit institution under resolution may assume a loss greater than that which it would have assumed if that entity had gone into liquidation; iii) the guarantee granted to the bonds issued by Oitante and iv) other liabilities that – it is concluded – must be assumed by PRF.

Notwithstanding the possibility considered in the applicable law for the collection of special contributions, given the renegotiation of the terms of the loans granted to the PRF, which include BPI, and the public statement made by the PRF and the Office of the Minister of Finance of Portugal, declaring that this possibility will not be used, the consolidated financial statements of 2023 reflect the expectation of the Administrators that the Bank will not have to make special contributions or any other type of extraordinary contributions to finance the resolution measures applied to BES and Banif or any other contingent liability or liabilities assumed by the PRF.

Any change in this regard may have material implications for the financial statements of the Group.

25. EQUITY

25.1. SHAREHOLDERS' EQUITY

Share capital

Selected information on the figures and type of share capital figures is presented below:

Information about share capital

31-12-2023 31-12-2022 31-12-2021
Number of fully subscribed and paid-up shares (units) (1) 7,502,131,619 7,502,131,619 8,060,647,033
Par value per share (euros) 1 1 1
Closing price at year-end (euros) 3.726 3.672 2.414
Market cap at year-end, excluding treasury shares (millions of euros) (2) 27,450 25,870 19,441

(1) All shares have been recognised by book entries and provide the same rights.

(2) CaixaBank's shares are traded on the continuous electronic trading system, forming part of the Ibex-35.

The breakdown of the changes of the balance under this heading is as follows:

Changes in capital

(Millions of euros)

Number of Date of first Nominal amount
shares listing
BALANCE AT 31-12-2020 5,981,438,031 5,981
Merger with Bankia (Note 7) 2,079,209,002 29-03-2021 2,079
BALANCE AT 31-12-2021 8,060,647,033 8,061
Capital reduction (558,515,414) (559)
BALANCE AT 31-12-2022 7,502,131,619 7,502
CLOSING BALANCE ON 31-12-2023 7,502,131,619 7,502

Capital reduction

Share buyback - 2023

On 27 July 2023, after receiving the relevant regulatory authorisation, the Board of Directors resolved to approve and initiate a share buyback programme (SBB) on a maximum of 10% of the share capital and with a maximum monetary investment of EUR 500 million. The share capital reduction is to be submitted for approval at the Ordinary General Meeting of Shareholders in 2024 (see Note 6.1).

Transactions totalling EUR 500 million were concluded up to 3 January 2024, with a total of 129,404,256 treasury shares being repurchased, equivalent to 100% of the maximum monetary amount.

■ Share buyback - 2022

On 22 December 2022, the Board of Directors of CaixaBank resolved to reduce the Company's share capital by redeeming all the treasury shares acquired under the buyback programme. The application of the capital reduction was approved by the resolution adopted at the AGM on 8 April 2022, under item 9 on the agenda, after obtaining the relevant regulatory authorisations.

CaixaBank's share capital was reduced by EUR 558,515,414 through the redemption of 558,515,414 treasury shares with a par value of one euro each, resulting in a share capital of EUR 7,502,131,619.

The capital reduction was recognised with a charge to "Share premium" through the allocation of a restricted reserve for amortised capital for an amount equal to the total par value of the shares being amortised (i.e. EUR 558,515,414), which can only be drawn down under the same conditions as those required for the reduction of share capital, in accordance with the provisions of article 335 c) of the Spanish Capital Companies Law. Accordingly, the Company's creditors will not have the right to oppose the capital reduction referred to in Article 334 of the Spanish Capital Companies Law. Nor is the consent of the syndicates of bondholders of outstanding debenture and bond issues required, under article 411 of the Spanish Capital Companies Law, by application of the provisions of the First Additional Provision of Law 10/2014, of 26 June, on the regulation, supervision and solvency of credit institutions.

The public deed for the share capital reduction was registered in the Valencia Commercial Register on 13 January 2023.

Capital authorisations

On 22 May 2020, the Company's General Meeting approved authorisation of the Board of Directors to increase share capital one or more times and at any moment, over the course of five years starting from that date, by a maximum amount of EUR 2,990,719,015 (equivalent to 50% of the share capital at the time of authorisation), through the issue of new shares —with or without a premium and with or without a vote—, the equivalent value of new shares to be issued consisting in cash contributions, and with the ability to establish the terms and conditions of the capital increase. This authorisation replaces and renders ineffective (in the unused part) the previous delegation approved at the General Meeting held on 23 April 2015.

The authorisation in force includes delegating to the Board of Directors the power to exclude, in whole or in part, pre-emptive subscription rights. However, in this case, the capital increases will be limited, in general, to a maximum amount of EUR 1,196,287,606 (equivalent to 20% of the share capital at the time of authorisation). This limit will not apply to the capital increases that the Board may approve, suppressing the preferential subscription rights, to facilitate the conversion of securities that fulfil regulatory requirements for issues to qualify as additional Tier 1 capital instruments and adopted by the Board under authorisation of the General Meeting, with the general limit of EUR 2,990,719,015 applicable to these capital increases.

Accordingly, on 14 May 2021 the General Meeting resolved to authorise the Board of Directors to issue convertible securities for the purpose of meeting regulatory requirements for eligibility as additional Tier 1 regulatory capital instruments, up to a maximum aggregate amount of EUR 3,500 million and for a period of three years, with the power to exclude pre-emptive subscription rights if this is in the Company's best interest. The breakdown of instruments issued under this agreement is presented in Note 22.3.

Share premium

The breakdown of the changes of the balance under this heading is as follows:

Changes in share premium (Millions of euros)

Carrying amount
BALANCE AT 31-12-2020 12,033
Merger with Bankia (Note 7) 3,235
BALANCE AT 31-12-2021 15,268
Capital reduction (1,798)
BALANCE AT 31-12-2022 13,470
CLOSING BALANCE ON 31-12-2023 13,470

Retained earnings, revaluation reserves and other reserves

The breakdown of the balances of these headings is as follows:

Breakdown of reserves

(Millions of euros)

31-12-2023 31-12-2022
restated
31-12-2021
Reserves attributable to the parent company of CaixaBank Group 17,378 16,262 13,658
Legal reserve (1) 1,500 1,612 1,612
Restricted reserves for financing the acquisition of treasury shares 1 2 6
Unrestricted reserve for depreciated capital (2) 559 559
Other restricted reserves (3)
Unrestricted reserves 5,706 5,207 2,773
Other consolidation reserves assigned to the parent 9,612 8,882 9,267
Reserves of fully-consolidated subsidiaries (5,083) (5,046) (5,527)
Reserves of companies accounted for using the equity method 596 571 307
TOTAL 12,891 11,787 8,438

(1) At the close of the financial year 2023, the legal reserve reached the minimum required by the Spanish Capital Companies Law.

(2) See section "Capital reduction".

(3) The other restricted reserves were provisioned through goodwill from Morgan Stanley, Bankpime and Banca Cívica. The Annual General Meeting of 14 May 2021 approved the reclassification to voluntary reserves in application of the current regulations.

Other equity instruments

The value of shares included in variable share-based remuneration plans (see Note 36) not delivered is as follows:

Breakdown of other equity instruments

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Value of shares not delivered 46 46 39

Treasury shares

The breakdown of the changes of the balance under this heading is as follows:

Changes in treasury shares

(Millions of euros / Number of shares)

2023 2022 2021
No. of
treasury
shares
% Share
Cost/
capital
(1)
Sales
No. of
treasury
shares
% Share
Cost/
capital
(1)
Sales
No. of
treasury
shares
% Share
capital
(1)
Cost/
Sales
OPENING BALANCE 7,676,276 0.090% 25 7,218,511 0.090% 19 4,053,994 0.068% 12
Acquisitions and
other
132,847,483 1.771% 513 564,323,848 0.000% 1,818 6,356,541 0.079% 15
Disposals and other
(2)
(5,518,093) (0.074%) (19) (563,866,083) 0.000% (1,812) (3,192,024) (0.040%) (8)
CLOSING BALANCE 135,005,666 1.787% 519 7,676,276 0.090% 25 7,218,511 0.090% 19

(1) Percentage calculated on the basis of the total number of CaixaBank shares at the end of the respective years.

(2) In 2023, 2022 and 2021, the results of treasury share transactions generated were not significant, being recognised under "Other reserves".

N.B.: At 31 December 2023 and 2022, this does not include 281,192 and 7,515 VidaCaixa shares, respectively, associated with unit-links, registered under the heading "Financial assets designated at fair value through profit or loss" (see Note 12).

N.B.: As regards the evolution of treasury shares, please refer to the section on Share capital in this Note and Note 6.1.

Additionally, the number of treasury shares accepted as financial guarantees given by the Group and treasury shares owned by third parties and managed by a Group company were as follows:

Treasury shares accepted as financial guarantees and owned by third parties

(Millions of shares / Millions of euros)

Treasury shares accepted as financial
guarantees
Treasury shares owned by third parties
managed by the Group
31-12-2023 31-12-2022 31-12-2021 31-12-2023 31-12-2022 31-12-2021
Number of treasury shares 19 18 17 14 19 18
% of share capital 0.249% 0.237% 0.215% 0.182% 0.249% 0.225%
Nominal amount 19 18 17 14 19 18

25.2. ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes under this heading are contained in the statement of recognised income and expenses.

25.3. MINORITY INTERESTS

The following table shows the Group subsidiaries in which certain non-controlling interests held a stake of 10% or more:

Subsidiaries with minority shareholders with stakes greater than 10%

(Percentage)

Subsidiary Minority shareholders Non-controlling interests
31-12-2023 31-12-2022 31-12-2021
Inversiones Inmobiliarias Teguise Resort Metrópolis Inmobiliarias y Restauraciones 40% 40% 40%
Coia Financiera Naval Construcciones Navales P. Freire 21% 21% 21%
El Abra Financiera Naval Astilleros Zamakona 21% 21%
Arrendadora de Equipamientos
Ferroviarios
CAF Investment Projects, S.A. 15% 15% 15%
Telefonica Consumer Finance Telefónica 50% 50% 50%
Telefónica Renting Telefónica 50%

26. TAX MATTERS

26.1. TAX CONSOLIDATION

The consolidated tax group for Corporation Tax includes CaixaBank, as the parent, and subsidiaries include Spanish companies in the commercial group that comply with the requirements for inclusion under regulations, including the "la Caixa" Banking Foundation and CriteriaCaixa.

The other companies in the commercial group file taxes in accordance with applicable tax legislation.

Similarly, CaixaBank and some of its subsidiaries have belonged to a consolidated tax group for value added tax (VAT) since 2008, the parent company of which is CaixaBank.

26.2. YEARS OPEN FOR REVIEW

On 3 May 2023, CaixaBank received notification of the initiation of general tax audits for the main taxes for the periods from 2016 to 2020, inclusive. These tax audits also concern certain companies belonging to the consolidated tax group of which CaixaBank is the parent company.

In 2020, an inspection for the main taxes applicable to the Company for the years 2013 to 2015, inclusive, was concluded with no major impact. The assessments signed under protest are duly provisioned.

CaixaBank has 2016 and subsequent years open for review for Corporation Tax and the last four years for other taxes applicable to it, and BPI has 2018 and subsequent years open for the main taxes applicable to it.

In addition, CaixaBank, as the parent company of the consolidated tax group, has received notification of the commencement of verification proceedings for the temporary taxation of credit institutions for the 2023 financial year.

The various interpretations that can be drawn from the tax regulations governing transactions carried out by financial institutions may give rise to certain contingent tax liabilities that cannot be objectively quantified. The Group's management considers that the provision under "Provisions - Pending legal issues and tax litigation" in the balance sheet is sufficient to cover these contingent liabilities.

26.3. RECONCILIATION OF THE ACCOUNTING PROFIT TO THE TAXABLE PROFIT

The Group's reconciliation of accounting profit to taxable profit is presented below:

Reconciliation of accounting profit to taxable profit

(Millions of euros)

2023 2022
restated
2021
Profit/(loss) before tax (A) 6,924 4,320 5,315
Adjustments to profit/(loss) (435) (375) (4,904)
Return on equity instruments (1) (154) (153) (179)
Share of profit/(loss) of entities accounted for using the equity method (1) (281) (222) (425)
Negative goodwill recognised in profit or loss (4,300)
Taxable income/(tax loss) 6,489 3,945 411
Tax payable (taxable income * tax rate) (1,947) (1,184) (123)
Adjustments: (161) (6) 39
Changes in taxation of sales and gains/(losses) of portfolio assets (6) (5) 16
Changes in portfolio provisions excluding tax effect and other non-deductible
expenses (14) (6) (6)
Cancellation of deferred tax assets and liabilities 10 3
Recognition of deferred tax assets and liabilities 2 (13)
Effect on tax expense of jurisdictions with different tax rates (2) (4) 6 16
Tax effect of issues 83 78 54
Levy on banks and similar activities (120) (8) (6)
Other non-deductible expenses (84) (56) (16)
Taxation of dividends and other (28) (5) (19)
Income tax (B) (2,108) (1,189) (88)
Income tax for the year (revenue/(expense)) (2,107) (1,188) (84)
Tax rate (3) 32.5% 30.1% 20.3%
Income tax adjustments (2021/2020/2019) (1) (1) (4)
PROFIT/(LOSS) AFTER TAX FROM CONTINUING OPERATIONS (A) + (B) 4,816 3,131 5,227

(1) Income to a large extent exempt from tax due to already having been taxed at source.

(2) Practically all of CaixaBank's income and expense is taxed at the general Corporation Tax rate of 30% in the case of the businesses in Spain, however other jurisdictions are taxed at a different tax rate with a very low impact.

(3) The effective tax rate is calculated by dividing income tax for the year by taxable income.

26.4. DEFERRED TAX ASSETS AND LIABILITIES

The changes in the balance of these headings is as follows:

Changes in deferred tax assets

(Millions of euros)

31-12-2020 Additions due
to business
combinations
(Note 7)
Regulari
sations
Addi
tions
Dispo
sals
31-12-2021 1st
applica
tion IFRS
17/IFRS 9
insurance
(Note 1.4)
Regulari
sations
Addi
tions
Dispo
sals
31-12-2022
restated
Regulari
sations
Addi
tions
Dispo
sals
31-12-2023
Contributions to pension
plans and employee funds
for pre-retirement liabilities 624 281 1 2 (25) 883 1 (11) 873 12 (25) 860
Credit loss provisions 4,029 5,323 39 (37) 9,354 1 (107) 9,248 121 (275) 9,094
Provision for foreclosed
property
843 1,823 2 2,668 (27) 2,641 31 (78) 2,594
Other temporary differences
*
1,923 1,559 (65) 743 (439) 3,721 7 (65) 515 (1,352) 2,826 (134) 46 (434) 2,304
Unused tax credits 745 85 (12) 4 822 4 (87) 739 5 (426) 318
Tax loss carryforwards 1,630 309 46 60 2,045 90 (158) 1,977 23 (216) 1,784
TOTAL 9,794 9,380 11 809 (501) 19,493 7 31 515 (1,742) 18,304 58 46 (1,454) 16,954
Of
which:
monetisable
5,496 12,905 2 (145) 12,762 164 (378) 12,548

(*) Includes, inter alia, eliminations from intra-group operations and those corresponding to different provisions, and other adjustments due to differences between accounting and tax rules.

Changes in deferred tax liabilities

(Millions of euros)

31-12-2020 Additions due
to business
combinations
(Note 7)
Regulari
sations
Addi
tions
Dispo
sals
31-12-2021 1st
applica
tion IFRS
17/IFRS 9
insurance
(Note 1.4)
Regulari
sations
Addi
tions
Dispo
sals
31-12-2022
restated
Regulari
sations
Addi
tions
Dispo
sals
31-12-2023
Revaluation of property on
first time adoption of IFRS
195 131 0 0 (153) 173 0 126 0 (10) 289 0 0 (28) 261
Intangible assets from
business combinations
10 166 0 0 (80) 96 0 0 118 0 214 0 11 (15) 210
Others from business
combinations
155 494 0 0 (403) 246 0 0 0 (65) 181 0 0 (57) 124
Other * 649 277 0 843 (136) 1,633 (176) (151) 2 (512) 796 0 8 (53) 751
TOTAL 1,009 1,068 0 843 (772) 2,148 (176) (25) 120 (587) 1,480 0 19 (153) 1,346

(*) Includes, inter alia, eliminations from intra-group operations and those corresponding to different provisions, and other adjustments due to differences between accounting and tax rules.

At 31 December 2023, the Group has a total of EUR 3,120 million of tax assets deferred by unregistered tax credits, of which EUR 2,853 million correspond to tax loss carryforwards and EUR 267 million to deductions.

Twice per year, in collaboration with an independent expert, the Group assesses the recoverable amount of its recognised deferred tax assets in the balance sheet on the basis of a budget consisting of a 6-year horizon with the forecasted results used to estimate the recoverable value of the banking CGU (see Note 20) and forecast, subsequently, applying a sustainable net interest income (NII) to the average total assets and a normalised cost of risk (CoR) of 1.30% and 0.44%, respectively.

The type of deferred tax assets segregated by jurisdiction of origin are set out below:

Type of deferred tax assets recognised in the balance sheet - 31-12-2023 (Millions of euros)

Temporary
differences
Of which:
Monetisable *
Tax loss
carryforwards
Unused tax credits
Spain 14,693 12,519 1,784 318
Portugal 159 29
TOTAL 14,852 12,548 1,784 318

(*) These correspond to monetisable timing differences with the right to conversion into a credit with the Treasury.

In keeping with the projections and the assessment exercise, the maximum timeline for recovering the tax assets recognised in the balance sheet in their entirety remains below 15 years.

The Group carries out sensitivity analyses on the key flow projection assumptions of the recovery model (see Note 20) with no significant variations concluded in the estimated term in the baseline scenario.

The exercises to evaluate the recoverability of tax assets, which have been carried out since 2014, are strengthened by backtesting exercises, which show stable behaviour.

In light of the existing risk factors (see Note 3.1) and the reduced deviation with respect to the estimates used to elaborate the budgets, the Administrators consider that, despite the limitations for applying different monetisable timing differences, tax loss carryforwards and unused tax credits, the recovery of all activated tax credits is still probable with future tax benefits.

26.5. OTHER

Banking sector levy

Pursuant to Law 38/2022 of 28 December establishing, inter alia, temporary levies on the banking sector of 4.8% on net interest income and net fee and commission income, CaixaBank and certain Group entities are subject to this law and, at 1 January 2023 and 2024, recognised EUR 373 million and EUR 493 million under "Other operating expenses" in the income statement.

Pillar 2

The Group has commenced a specific project to assess the impact and implementation of this reform, which is not expected to have a significant impact on the CaixaBank Group.

The Group has applied the temporary and mandatory exception to the requirements to recognise and disclose deferred tax assets and liabilities relating to income taxes (see Note 1.2).

27. GUARANTEES AND CONTINGENT COMMITMENTS GIVEN

The breakdown of "Guarantees and contingent commitments given" included as memorandum items is set out below:

Breakdown of exposure and hedging on guarantees and contingent commitments - 31-12-2023

(Millions of euros)

Off balance sheet exposure Hedge
Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3
Financial guarantees given 9,202 986 131 (7) (11) (117)
Loan commitments given 113,178 3,584 407 (78) (13) (28)
Other commitments given 29,884 1,874 339 (17) (55) (120)

Breakdown of exposure and hedging on guarantees and contingent commitments - 31-12-2022 (Millions of euros)

Off balance sheet exposure Hedge
Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3
Financial guarantees given 10,067 668 189 (22) (41) (173)
Loan commitments given 108,527 3,920 353 (57) (12) (18)
Other commitments given 36,705 1,333 403 (16) (17) (191)

Breakdown of exposure and hedging on guarantees and contingent commitments - 31-12-2021 (Millions of euros)

Off balance sheet exposure
Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3
Financial guarantees given 7,788 800 247 (7) (11) (57)
Loan commitments given 97,870 3,696 353 (75) (17) (9)
Other commitments given 32,207 1,050 406 (13) (27) (245)

The Group only needs to pay the amount of contingent liabilities if the guaranteed counterparty breaches its obligations. It believes that most of these risks will reach maturity without being settled.

With respect to contingent commitments, the Group has an undertaking to facilitate funds to customers through drawables on lines of credit and other commitments, whenever it receives a request and subject to compliance with certain conditions by the counterparties. It believes that a large portion of them will fall due prior to drawdown, either because they will not be requested by customers or because the drawdown conditions will not be met.

The breakdown of "Loan commitments given" included as memorandum items in the balance sheet, is set out below:

Loan commitments given

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Available Limits Available Limits Available Limits
Drawable by third parties
Credit institutions 831 1,118 85 362 126 300
Public administrations 5,422 6,524 4,755 5,609 5,669 6,289
Other sectors 110,916 124,553 107,960 127,364 96,124 122,895
TOTAL 117,169 132,195 112,800 133,335 101,919 129,484
Of which: conditionally drawable 5,463 6,313 5,002

28. OTHER SIGNIFICANT DISCLOSURES

28.1. OPERATIONS ON BEHALF OF THIRD PARTIES

The breakdown of off-balance sheet funds managed on behalf of third parties is as follows:

Breakdown of customer funds

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Assets under management 160,827 144,831 158,019
Mutual funds, portfolios and SICAVs 114,821 101,519 110,089
Pension funds 46,006 43,312 47,930
Other * 6,179 8,186 6,983
TOTAL 167,006 153,017 165,002

(*) Includes temporary funds associated with transfers and collections, in addition to other funds distributed by CaixaBank and Banco BPI.

28.2. TRANSFERRED FINANCIAL ASSETS

The Group converted a portion of their homogeneous loan and credits into fixed-income securities by transferring the assets to various securitisation special purpose vehicles set up for this purpose.

The balances classified in "Financial assets at amortised cost" corresponding to the outstanding amounts of securitised loans on the balance sheet are as follows:

Breakdown of securitised assets

(Millions of euros)
31-12-2023 31-12-2022 31-12-2021
Securitised mortgage loans 19,046 22,987 26,449
Other securitised loans 7,199 4,761 7,896
Loans to companies 4,303 2,995 4,771
Leasing arrangements 263 408 666
Consumer financing 2,435 1,134 2,211
Other 198 224 248
TOTAL 26,245 27,748 34,345

The breakdown of securitisations arranged, with the amounts outstanding and the amounts corresponding to credit enhancements granted to the securitisation funds is provided below:

Loan securitisation - issues on on-balance-sheet securitised loans

(Millions of euros)

Initial
exposure
Asset securitised Repo securitisation
bonds
Credit
enhancements
Issue date Acquired by: securitised 2023 2022 2021 2023 2022 2021 2023 2022 2021
March 2004 AyT Génova Hipotecario IV, FTH 800 0 0 72 0 0 13 0 0 8
November 2004 TDA 22 Mixto, FTH 388 19 23 28 8 9 11 2 2 2
April 2005 Bancaja 8 FTA 1,650 142 171 204 44 58 73 14 28 28
June 2005 AyT Hipotecario Mixto IV, FTA 200 0 0 19 0 0 8 0 0 1
June 2005 AyT Génova Hipotecario VI, FTH 700 57 72 89 36 45 55 5 5 5
November 2005 AyT Génova Hipotecario VII, FTH 1,400 142 178 213 57 73 86 8 8 8
December 2005 Valencia Hipotecario 2, FTH 940 0 0 98 0 0 34 0 0 5
February 2006 Bancaja 9 FTA 2,000 250 294 339 141 165 188 25 25 25
April 2006 MBS Bancaja 3 FTA 800 71 87 105 39 46 228 0 0 0
June 2006 AyT Génova Hipotecario VIII, FTH 2,100 204 255 308 116 143 170 9 9 9
July 2006 AyT Hipotecario Mixto V, FTA 873 60 74 88 31 37 45 4 4 4
October 2006 Caixa Penedés 1 TDA 23 1 2 2 0 0 0 0 0 0
November 2006 Valencia Hipotecario 3, FTA 901 106 129 151 42 52 63 5 5 5
November 2006 AyT Génova Hipotecario IX, FTH 1,000 143 177 208 61 73 84 5 5 5
November 2006 Madrid RMBS I, FTA 2,000 409 491 571 317 375 411 71 71 71
November 2006 AYT Caja Murcia Hipotecario II FTA 315 0 0 31 0 0 21 0 0 2
December 2006 Madrid RMBS II, FTA 1,800 356 427 459 284 337 373 69 69 69
December 2006 TDA 27, FTA 290 28 34 40 14 14 14 6 6 6
January 2007 Bancaja 10, FTA 2,600 510 591 671 467 546 602 35 35 35

Loan securitisation - issues on on-balance-sheet securitised loans

(Millions of euros)

Initial Asset securitised Repo securitisation
bonds
Credit
enhancements
Issue date Acquired by: exposure
securitised
2023 2022 2021 2023 2022 2021 2023 2022 2021
April 2007 MBS Bancaja 4 FTA 1,850 218 264 309 164 193 220 0 1 1
June 2007 AyT Génova Hipotecario X, FTH 1,050 162 198 235 165 201 236 8 8 10
June 2007 AyT Caja Granada Hipotecario I 400 59 68 76 50 58 65 5 5 5
June 2007 Caixa Penedés Pymes 1 TDA 48 2 3 4 0 0 0 0 0 0
July 2007 Madrid RMBS III, FTA 3,000 787 914 1,008 705 840 918 129 129 129
July 2007 Bancaja 11, FTA 2,000 479 547 607 445 515 522 28 28 28
September 2007 Caixa Penedés 2 TDA 24 0 0 1 0 0 0 0 0 0
November 2007 FonCaixa FTGENCAT 5, FTA 1,000 91 111 134 38 38 38 27 27 27
December 2007 AyT Génova Hipotecario XI, FTH 1,200 199 244 288 205 252 293 30 30 31
December 2007 Madrid RMBS IV, FTA 2,400 573 678 749 537 628 691 242 242 242
July 2008 FonCaixa FTGENCAT 6, FTA 750 68 82 100 23 23 23 19 19 19
July 2008 AyT Génova Hipotecario XII, FTH 800 148 180 214 149 183 214 30 30 30
August 2008 Caixa Penedés FTGENCAT1 TDA 6 2 2 3 0 0 0 0 0 0
December 2008 Madrid RMBS Residencial I, FTA 805 255 296 334 120 140 155 178 202 225
December 2008 Bancaja 13, FTA 2,895 997 1,119 1,261 994 1,107 1,201 179 179 179
June 2010 Madrid RMBS Residencial II, FTA 600 244 278 309 122 142 158 153 169 184
December 2010 AyT Goya Hipotecario III, FTA 4,000 1,021 1,224 1,428 1,026 1,233 1,423 106 124 142
April 2011 AyT Goya Hipotecario IV, FTA 1,300 325 396 465 344 417 479 39 44 55
December 2011 AyT Goya Hipotecario V, FTA 1,400 354 433 515 376 461 528 43 49 59
February 2016 CaixaBank RMBS 1, FT 14,200 7,092 8,160 9,212 7,155 8,240 9,208 568 568 568
June 2016 CaixaBank Consumo 2, FT 1,300 0 136 170 0 139 0 0 52 52
November 2016 CaixaBank Pymes 8, FT 2,250 0 363 488 0 382 512 0 71 71
March 2017 CaixaBank RMBS 2, FT 2,720 1,500 1,691 1,891 1,540 1,734 1,923 105 107 118
July 2017 CaixaBank Consumo 3, FT 2,450 0 265 401 0 265 397 0 12 18
November 2017 CaixaBank Pymes 9, FT 1,850 0 270 447 0 272 455 0 12 20
December 2017 CaixaBank RMBS 3, FT 2,550 1,336 1,530 1,743 1,342 1,540 1,744 64 64 72
May 2018 CaixaBank Consumo 4, FT 1,700 0 109 260 0 133 293 0 7 14
November 2018 CaixaBank Pymes 10, FT 3,325 552 822 1,188 596 892 1,283 31 39 56
June 2019 CaixaBank Leasings 3, FT 1,830 263 408 666 269 424 688 15 23 39
November 2019 CaixaBank Pymes 11, FT 2,450 633 962 1,334 690 1,045 1,442 37 53 74
June 2020 CaixaBank Consumo 5, FT 3,550 486 997 1,825 579 1,155 2,068 35 68 117
November 2020 CaixaBank Pymes 12, FT 2,550 875 1,304 1,834 900 1,339 1,879 50 73 103
September 2021 Caixabank Corporates 1 FT 2,302 156 689 1,150 214 833 2,301 42 115 117
June 2023 CaixaBank Consumo 6, FT 2,000 1,950 0 0 2,000 0 0 101 0 0
November 2023 CaixaBank Pymes 13, FT 3,000 2,920 0 0 3,000 0 0 162 0 0
TOTAL 96,335 26,245 27,748 34,345 25,405 26,797 33,836 2,684 2,822 3,093

The amounts outstanding of derecognised securitisation transactions were not significant.

Securitisation bonds placed in the market are recognised under "Financial liabilities at amortised cost - Debt securities issued" in the balance sheets.

Furthermore, the Group maintains the following synthetic securitisation transactions, by means of which it partially transfers the credit risk of a group of borrowers:

Synthetic securitisation transactions

(Millions of euros)

Initial exposure Carrying amount securitised
Issue date Fund securitised 31-12-2023 31-12-2022 31-12-2021
February 2016 Gaudí I 2,025 43
August 2018 Gaudí II 2,025 119 367 805
April 2019 Gaudí III 1,282 299 544 899
June 2022 Gaudí IV 1,500 977 1,317
TOTAL 6,832 1,395 2,228 1,747

The transfer of credit risk takes the form of a financial guarantee and it is not considered a substantial transfer of risk and profit. Therefore, the underlying exposure is maintained on the balance sheet.

28.3. SECURITIES DEPOSITS AND INVESTMENT SERVICES

The breakdown, by type, of the securities deposited by customers with the Group and third parties is as follows:

Securities deposited by third parties

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Book entries 150,367 138,161 140,158
Securities recorded in the market's central book-entry office 115,245 104,224 102,496
Equity instruments. Quoted 81,075 74,203 74,462
Equity instruments. Unquoted 3,736 4,265 4,055
Debt securities. Quoted 30,371 25,526 23,866
Debt securities. Unquoted 63 230 113
Securities registered at the Entity 608 610 767
Equity instruments. Unquoted 608 610 767
Securities entrusted to other depositories 34,514 33,327 36,895
Equity instruments. Quoted 630 663 931
Equity instruments. Unquoted 19,881 17,895 22,066
Debt securities. Quoted 11,818 12,518 12,141
Debt securities. Unquoted 2,185 2,251 1,757
Securities 5,802 5,914 5,910
Held by the Entity 5,484 5,507 5,565
Equity instruments 5,467 5,490 5,548
Debt securities 17 17 17
Entrusted to other entities 318 407 345
Equity instruments 318 407 345
Other financial instruments 63,001 66,855 73,355
TOTAL 219,170 210,930 219,423

28.4. FINANCIAL ASSETS DERECOGNISED DUE TO IMPAIRMENT

Changes in the items derecognised from the balance sheet because recovery was deemed remote are summarised below. These financial assets are recognised under "Suspended assets" in the memorandum accounts supplementing the balance sheet:

Changes in written-off assets

(Millions of euros)

2023 2022 2021
OPENING BALANCE 18,276 18,534 13,469
Additions: 2,052 2,189 6,361
Of which due to business combinations (Note 7) 4,223
Disposals: 2,275 2,447 1,296
Cash recovery of principal (Note 38) 249 382 454
Disposal of written-off assets ** 782 1,037 564
Due to expiry of the statute-of-limitations period, forgiveness or any other 1,244 1,028 278
CLOSING BALANCE 18,053 18,276 18,534
Of which: interest accrued on the non-performing loans * 6,331 6,425 6,342

Of which: interest accrued on the non-performing loans *

(*) Primarily includes interest on financial assets at the time of derecognition from the consolidated balance sheet.

(**) Corresponds to the sale of non-performing and written-off assets and includes interest related to these portfolios.

29. INTEREST INCOME

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of interest income

(Millions of euros)

2023 2022 restated
Banking
and other
business
Insurance
business
Banking
and other
business
Insurance
business
2021
Central banks 1,410 358
Credit institutions 403 114 20
Debt securities 1,211 1,729 880 1,385 1,906
Financial assets held for trading 13 7 1
Financial assets compulsorily measured at fair value
through profit or loss
1 1
Financial assets at fair value with changes in other
comprehensive income
186 1,641 333 1,352 1,742
Financial assets at amortised cost 1,012 87 540 33 162
Loans and advances to customers and other financial income 13,535 6,541 5,332
Public administrations 516 128 80
Trade credits and bills 760 312 195
Mortgage loans 5,809 2,477 2,059
Loans secured by personal guarantee 5,730 3,371 2,830
Other 720 253 168
Adjustments to income due to hedging transactions (79) (679) (254)
Interest income - liabilities 14 598 888
TOTAL 16,494 1,729 7,812 1,385 7,892
Of which: interest on exposures in stage 3 311 227 205

The average effective interest rate of the various financial assets categories calculated on average net balances (excluding rectifications) are as follows:

Average return on assets from banking activity and other

(Percentage)

2023 2022 2021
Deposits at central banks 3.37% 0.30% 0.00%
Financial assets held for trading – debt securities 2.74% 1.14% 0.13%
Financial assets compulsorily measured at fair value through profit or loss - Debt
securities 6.64% 3.14% 5.09%
Financial assets measured at fair value with changes in other comprehensive income /
Available-for-sale financial assets - Debt securities 1.82% 1.77% 1.06%
Financial assets at amortised cost
Loans and advances to credit institutions 4.99% 1.53% 0.49%
Loans and advances to customers 3.92% 1.93% 1.72%
Debt securities 1.29% 0.73% 0.28%

30. INTEREST EXPENSE

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of interest expense

(Millions of euros)

2023 2022
restated
2021
Banking and other business
Central banks (411) (19) (2)
Credit institutions (1,435) (275) (24)
Money market transactions through counterparties (19) (51)
Customer deposits and other finance costs (1,683) (252) (184)
Debt securities issued (excluding subordinated liabilities) (1) (1,063) (537) (501)
Adjustments to expenses as a consequence of hedging transactions (1,857) 196 448
Finance cost of insurance products (1,240)
Asset interest expense (22) (342) (391)
Lease liability interest (Note 23.4) (15) (10) (18)
Other (13) (8) (5)
TOTAL BANKING ACTIVITY AND OTHER (6,518) (1,298) (1,917)
Insurance business
Finance cost of insurance products (2) (1,582) (1,347)
Other interest expense (10)
Change in interest rates and other financial assumptions
Interest income on reinsurance contracts maintained
TOTAL INSURANCE ACTIVITY (1,592) (1,347)
TOTAL (8,110) (2,645) (1,917)

(1) Excluding interest from preference shares accountable as Additional Tier1 capital (recognised in shareholder equity)

(2) Interest accretion expenses do not include direct participation products, which amounted to EUR -1,968 million and EUR 1,678 million in 2023 and 2022 since they are offset by income of the same nature. In these products, upon redemption, the policyholder receives the market value of the underlying assets, and there is no interest rate guarantee. Note 18 shows this interest accretion for the gross amount without offsetting.

The average effective interest rate of the various financial liabilities categories calculated on average net balances (excluding rectifications) is set out below:

Average return on liabilities from banking activity and other

(Percentage)

2023 2022 2021
Deposits from central banks 3.29% 0.02% 0.00%
Deposits from credit institutions 3.94% 0.99% 0.11%
Customer deposits 0.44% 0.07% 0.05%
Debt securities issued (excluding subordinated liabilities) 1.99% 1.02% 1.08%
Subordinated liabilities 1.87% 1.03% 0.77%

31. DIVIDEND INCOME

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Dividend income

(Millions of euros)

2023 2022 2021
Telefónica 61 69 90
Banco Fomento de Angola 73 87 98
Other 29 7 4
TOTAL 163 163 192

32. FEE AND COMMISSION INCOME

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of fee and commission income

(Millions of euros)

2023 2022 restated 2021
Contingent liabilities 250 251 215
Credit facility drawdowns 133 116 105
Exchange of foreign currencies and banknotes 164 172 135
Collection and payment services 1,253 1,412 1,355
Of which: credit and debit cards 611 616 573
Securities services 126 115 118
Marketing of non-banking financial products 1,555 1,593 1,698
Other fees and commissions 556 567 503
TOTAL 4,037 4,226 4,129

Breakdown of fee and commission expense

(Millions of euros)
2023 2022 restated 2021
Assigned to other entities and correspondents (141) (136) (166)
Of which: transactions with cards and ATMs (118) (112) (144)
Securities transactions (28) (29) (31)
Other fees and commissions (210) (206) (227)
TOTAL (379) (371) (424)

33. GAINS/(LOSSES) ON FINANCIAL ASSETS AND LIABILITIES

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of gains/(losses) on financial assets and liabilities

(Millions of euros)

2023 2022 restated
Banking
and other
business
Insurance
activity
(Note 18)
Banking
and other
business
Insurance
activity
(Note 18)
2021
Gains/(losses) on derecognition of financial assets and
liabilities not measured at fair value through profit or
loss, net
96 (2) 20 21 37
Financial assets at amortised cost 3 1 4
Debt securities 3 4
Financial liabilities at amortised cost 100 6 (1)
Financial assets at fair value with changes in other
comprehensive income
(7) (2) 13 21 34
Debt securities (7) (2) 13 21 34
Gains/(losses) on financial assets and liabilities held
for trading (net)
(42) 463 7 97
Equity instruments 108 18 7
Debt securities 11 3
Financial derivatives * (161) 442 7 90
Gains/(losses) on financial assets not designated for
trading compulsorily measured at fair value through
profit or loss (net)
19 5 (9) (2) (3)
Equity instruments 3 5 (9) (2) (9)
Debt securities 7
Loans and advances 16 (1)
Financial assets designated at fair value through profit
or loss, net
Gains/(losses) from hedge accounting, net (44) 74 155 (175) 51
Ineffective cash flow hedges (Note 16)
Ineffective portions of fair value hedges (44) 74 155 (175) 1
Valuation of hedging derivatives (Note 16) 1,916 (168) (4,950) (444) (933)
Valuation of hedged items (Note 16) (1,960) 242 5,105 269 934
Other 50
TOTAL 29 77 629 (149) 182

(*) The net profit/(loss) linked to financial derivatives should be considered together with the profit/(loss) recorded under "Exchange differences (net)" in the income statement since the Group manages the currency risk to which it is exposed by arranging financial derivatives, which partially hedge the currency exposure of foreign currency monetary items and the results generated on the purchase and sale of foreign currencies, the result of which is reported under the latter heading. The rest comprises primarily the margin for trading derivatives to customers and the change in valuation adjustments for credit risk (CVA/DVA) and funding (FVA) (see Note 42).

34. OTHER OPERATING INCOME AND EXPENSE

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of other operating income

(Millions of euros)
-- --------------------- -- -- --
2023 2022 2021
Income from investment property and other income 91 94 98
Sales and income from provision of non-financial services 339 349 311
Other income 161 161 142
TOTAL 591 604 551

Breakdown of other operating expense

(Millions of euros)
2023 2022 2021
Contribution to the Deposit Guarantee Fund / National Resolution Fund * (627) (566) (596)
Operating expenses from investment properties and other ** (152) (167) (118)
Changes in inventories and other expenses of non-financial activities (270) (291) (268)
Expenses associated with regulators and supervisors (25) (26) (25)
Equity provision associated with monetisable DTAs (130) (149) (124)
Banking sector levy (Note 26.5) (373)
Other items (351) (368) (314)
TOTAL (1,928) (1,567) (1,445)

(*) The primary aim of the Single Resolution Mechanism (SRM) is to ensure the rapid and consistent resolution of failing banks in Europe with minimum costs. Its regulation establishes uniform rules and a standard procedure for the resolution of credit institutions and certain investment firms, and a Single Resolution Fund (SRF). This establishes a centralised decision-making power vested in the Single Resolution Board (SRB) and national resolution authorities.

Law 11/2015 and Royal Decree 1012/2015 established the requirements that banks would make at least one annual contribution to the National Resolution Fund (NRF) in addition to the annual contribution that will be made to the Deposits Guarantee Fund (DGF) by member institutions. The total amount of the contributions that must be made to the NRF by all Spanish banking entities must be equal to 1% of the total amount of all deposits guaranteed by the DGF before 31 December 2024.

The NRF was merged with the other national funds of the member States of the EU into the SRF in January 2016. By virtue of the provisions set forth in the SRM Regulation, the SRB replaced the national resolution authorities and assumed the administration of the SRF and the calculation of the banking contributions, which will be adjusted to the risk profile of each institution according to the criteria established in Royal Decree 1012/2015 and Commission Delegated Regulation 2015/63. The aim of the SRF is to reach a total amount of EUR 55 billion in 2024.

In addition to the foregoing, the FROB can request extraordinary contributions. Law 11/2015 also established and additional rate which will be used to finance the activities of the FROB as a resolution authority and which is the equivalent of 2.5% of the annual contribution that will be made to the National Resolution Fund.

For 2023, this includes a settlement of EUR 9 million corresponding to the cancellation by BPI of an irrevocable payment commitment associated with past contributions to the Deposit Guarantee Fund. This commitment pledged Portuguese sovereign debt instruments as collateral until their release.

(**) Includes expenses related to leased investment property.

35. INSURANCE SERVICE RESULT

A breakdown of this item in the accompanying income statement is shown below:

Reconciliation of insurance revenue and service expenses

(Millions of euros)

2023 2022 restated
Risk Savings Direct
participati
on
Risk Savings Direct
participati
on
Contracts not measured under PAA 520 1,449 242 474 1,219 209
Amounts related to changes in the liability for the
remaining coverage
520 1,449 242 474 1,219 209
Expected claims and other attributable expected
insurance expenses
359 1,110 132 297 902 104
Changes in risk adjustment for non-financial risk 31 41 20 32 40 18
CSM recognised in PL for services provided 130 298 90 145 277 87
Contracts measured under PAA - Amounts related
to changes in liability for remaining coverage
952 1 882
TOTAL INSURANCE REVENUE (Note 18) 1,472 1,450 242 1,356 1,219 209
Incurred claims and other directly attributable
expenses
(745) (1,254) (107) (750) (937) (93)
Amortisation of insurance acquisition cash flows
Changes related to past service - Adjustments to
liability for incurred claims
(36) 73 (11) (15) 16 (20)
Changes related to future services - losses and loss
reversals on onerous contracts
10 52 (2) (1) (48) (5)
TOTAL INSURANCE SERVICE EXPENSES (Note 18) (771) (1,129) (120) (766) (969) (118)
INSURANCE SERVICE RESULT 701 321 122 590 250 91

Expenses directly attributable to the insurance contracts are recognised under the "Insurance service expenses" item. The breakdown of these expenses, if recognised on the basis of their nature, is as follows:

Reconciliation of expenses directly attributable to the insurance contract by type of expense

(Millions of euros)

2023 2022
Fee and commission income 47 41
Personnel expenses 369 309
Other administrative expenses 169 164
Depreciation and amortisation 61 52
TOTAL 646 566

36. PERSONNEL EXPENSES

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of personnel expenses

(Millions of euros)

2023 2022 restated 2021
Wages and salaries (2,413) (2,435) (2,790)
Social security contributions (686) (631) (654)
Contributions to pension plans (saving and risk) * (191) (173) (142)
Transfers to defined benefit plans 3 3 404
of which: 2021 labour agreement (Note 24) 394
Other personnel expenses (229) (95) (2,406)
of which: 2021 labour agreement (Note 24) (2,272)
TOTAL (3,516) (3,331) (5,588)

(*) Includes premiums paid

The expense recognised in 'Contributions to defined pension plans' includes mainly mandatory contributions stipulated which are made to cover retirement, disability and death obligations of serving employees.

"Other personnel expenses" includes, inter alia, training expenses, education grants and indemnities and other short term benefits. This heading also records the cost of the capital-instrument-based remuneration plans, recorded with a balancing entry under 'Shareholders' equity — Other equity items' of the accompanying balance sheet, net of the corresponding tax effect.

Share-based remuneration plans are specified in the Annual Corporate Governance Report – Remuneration.

The average number of employees, by professional category and gender, is set out below:

Average number of employees *

(Number of employees)

employees.

2023 2022 2021
Male Female Of which: with
a disability ≥
33%
Male Female Of which: with
a disability ≥
33%
Male Female Of which: with
a disability ≥
33%
Directors 3,270 2,205 35 3,544 2,300 36 4,624 2,858 39
Middle management 3,985 4,175 67 3,907 4,103 63 3,783 4,095 66
Advisers 12,215 18,859 491 12,284 19,128 479 13,202 19,658 483
TOTAL 19,470 25,239 593 19,735 25,531 578 21,609 26,611 588

(*) The distribution, by professional category and gender, at any given time is not significantly different from that of the average number of

37. OTHER ADMINISTRATION EXPENSES

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of other administration expenses

(Millions of euros)

2023 2022 restated 2021
IT and systems (308) (459) (706)
Advertising and publicity * (156) (164) (173)
Property and fixtures (134) (151) (158)
Rent ** (17) (26) (59)
Communications (73) (69) (79)
Outsourced administrative services (346) (142) (97)
Tax contributions (61) (69) (60)
Surveillance and security carriage services (48) (44) (41)
Representation and travel expenses (66) (52) (33)
Printing and office materials (13) (15) (20)
Technical reports (79) (67) (88)
Legal and judicial (11) (11) (16)
Governing and control bodies (7) (7) (9)
Other expenses (212) (238) (227)
TOTAL (1,531) (1,514) (1,766)

(*) Includes advertising in media, sponsorships, promotions and other commercial expenses.

(**) The short-term amount of rental expenses in which IFRS 16 has not been applied is immaterial.

Information on the average payment period to suppliers

The following tables provide a breakdown of the required information relating to payments made and pending at the balance sheet date:

Payments made and outstanding at the reporting date

(Million euros)/Number of invoices

2023 2022
Amount Percen
tage
Number of
invoices
Percen
tage
Amount Percen
tage
Number of
invoices
Percen
tage
Total payments made 3,710 1,238,560 3,732 1,553,434
Of which: paid within the
legal period *
3,250 87.6 % 1,186,766 95.8 % 3,374 90.4 % 1,507,339 97.0 %
Total payments pending 37 7,019 53 19,456
TOTAL PAYMENTS IN THE
YEAR
3,747 1,245,579 3,785 1,572,890

(*) In accordance with the Second Transitional Provision of Act 15/2010 of 5 July, covering measures to combat non-performing assets in trading operations, by default, the maximum statutory period for payments between companies is 30 calendar days, which may be extended to 60 calendar days, provided that both parties agree.

Average supplier payment period and ratios

(Day)

2023 2022
Average payment period to suppliers 15.9 16.8
Ratio of transactions paid 15.9 16.6
Ratio of transactions pending payment 16.7 28.3

External auditor fees

"Technical reports" relates to fees and expenses, excluding the related VAT, paid to the auditor, broken down as follows:

Breakdown of external auditor fees *

(Thousands of euros)

2023 2022 2021
Auditor of the Group (PwC **)
Audit 6,424 6,227 6,637
Statutory or voluntary audit 6,424 6,227 6,598
Audit of merger balance sheet + proposed change to distribution of profits 39
Audit-related services 3,039 2,822 2,661
Review services prescribed by statutory or supervisory regulation to an auditor 1,843 1,875 1,858
Limited review 969 936 915
Customer asset protection reports 147 138 187
Review of pro forma financial information 45
Review of TLTRO III forms / other Eurosystem eligibility reports 180 145
Review of forms of indicators to calculate the contribution to the SRF 37 31 39
Report on the financial status and capital adequacy 412 428 445
Report on agreed procedures involving impairment of BPI credit portfolio 131 113 82
Other reports on agreed procedures in BPI 147 49
Other audit-related services 1,196 947 803
Comfort letters for issues 654 469 427
Non-Financial Information Review Report 237 162 75
Report on the Internal Control System for Financial Information 25 24 124
Reports on social discount assurance and carbon footprint 118 63 69
Other assurance services 162 229 108
Other services *** 342 241 29
TOTAL 9,805 9,290 9,327

(*) The services contracted with our auditors comply with the Spanish Auditing Act's requirements of independence, and none of the work performed is incompatible with auditing duties.

(**) CaixaBank's separate and consolidated financial statements for 2021, 2022 and 2023 were audited by PricewaterhouseCoopers Auditores, S.L., with registered address at Paseo de la Castellana 259 B, Torre PWC, 28046 Madrid. The financial statements have been filed in the corresponding public registers of the CNMV. A resolution was carried at the Annual General Meeting (AGM) held on 6 April 2017 to ratify the appointment of PricewaterhouseCoopers Auditores, S.L. as financial auditor of CaixaBank and the Group for 2018 through to 2020, following the reasoned recommendation and preference issued by the Audit and Control Committee, after completing the selection process carried out in accordance with the criteria set out in Regulation (EU) 537/2014 of 16 April on specific requirements regarding statutory audit of public-interest entities. On 22 May 2020, 14 May 2021 and 8 April 2022, the AGM approved the extension of the current auditor's appointment to 2021, 2022 and 2023, respectively. Similarly, the AGM of 31 March 2023 approved the current auditor's reappointment for 2024.

PricewaterhouseCoopers Auditores, S.L. did not resign nor was it removed from its duties as auditor of CaixaBank during 2021, 2022 or 2023, or up to the reporting date of these financial statements.

(***) Tax advisory services are not included

N.B.: The regulatory ratio, calculated as the sum of "Audit related services - Other audit-related services'' and "Other services'' over the average audit fees for the past three financial years overdue, amounts to 27%.Pursuant to current regulations, CaixaBank has only excluded from the numerator the review services prescribed by legal regulations for the auditor, under the terms of Regulation (EU) No. 537/2014 of the European Parliament and of the Council in article 4 (2).

38. IMPAIRMENT ON FINANCIAL ASSETS NOT MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of impairment or reversal of impairment on financial assets not measured at fair value through profit or loss

(Millions of euros)

2023 2022
Banking and
other
business
Insurance
business
Banking and
other
business
Insurance
business
2021
Financial assets at amortised cost (1,224) (883) (897)
Loans and advances (1,224) (883) (897)
Net allowances (Note 15) (992) (574) (878)
Of which -
Credit institutions
(2) 5 (7)
Of which -
Customers
(990) (579) (871)
Of which POCIs (12) (140) (142)
Write-downs (481) (691) (473)
Recovery of loans written off (Note 28.4) 249 382 454
Financial assets at fair value with changes in
other comprehensive income
(1) (3) 1
TOTAL (1,225) (3) (882) (897)

39. IMPAIRMENT OR REVERSAL OF IMPAIRMENT OF NON-FINANCIAL ASSETS

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of the impairment/(reversal) of impairment on non-financial assets (Millions of euros)

2023 2022 2021
Tangible assets (Note 19) (22) (86) (62)
Property, plant and equipment for own use (31) (81) (87)
Provisions (3) (16)
Releases 6 3
Write-downs (37) (81) (71)
Investment property 9 (5) 25
Provisions (62) (108) (57)
Releases 71 103 82
Intangible assets (Note 20) (48) (14) (58)
Provisions (10) (5) (5)
Write-downs (38) (9) (53)
Other (Note 21) (5) (2) (38)
Inventories (5) (3) (4)
Provisions (5) (5) (6)
Releases 2 2
Other 1 (34)
TOTAL (75) (102) (158)

40. GAINS/(LOSSES) ON DERECOGNITION OF NON-FINANCIAL ASSETS

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of gains/(losses) on derecognition of non-financial assets

(Millions of euros)
2023 2022 2021
Gains Losses Net
profit/(loss)
Gains Losses Net
profit/(loss)
Gains Losses Net
profit/(loss)
On disposals of tangible
assets
38 (30) 8 33 (14) 19 46 (24) 22
On disposals of
investments
1 (1) (1) (1) 1 1
On disposals of other
assets
5 (3) 2 24 (1) 23 273 (1) 272
Of which: Sale of
businesses from
Bankia (Note 43)
266 266
TOTAL 44 (34) 10 57 (16) 41 320 (25) 295

41. PROFIT/(LOSS) FROM NON-CURRENT ASSETS AND DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE NOT QUALIFYING AS DISCONTINUED OPERATIONS

The breakdown of this item in the accompanying statement of profit or loss is as follows:

Breakdown of profit/(loss) from non-current assets classified as held for sale

(Millions of euros)

2023 2022 2021
Impairment losses on non-current assets held for sale (Note 22) (116) (229) (123)
Impairment losses on non-current investments held for sale (Note 22) (2) (1)
Profit on disposals of investments (Note 17) 1 4 55
Of which: Erste Bank 54
Profit/(loss) on disposal of non-current assets held for sale 89 216 55
Of which: Profit on the sale of the Paseo Castellana 51 property (Note 22) 101
TOTAL (28) (10) (13)

42. INFORMATION ON THE FAIR VALUE

The Group's process for determining fair value ensures that the assets and liabilities are measured according to applicable criteria. In that regard, the measurement techniques used to estimate fair value comply with the following aspects:

  • The most consistent and appropriate financial and economic methods are used, which have proven to provide the most realistic estimate of the price of the financial instrument and are commonly used by the market.
  • They maximise the use of available information, both in terms of observable data and recent transactions of a similar nature, and limit —to the extent possible— the use of unobservable data and estimates.
  • They are widely and sufficiently documented, including the reasons for their choice compared to other alternatives.
  • The measurement methods chosen are respected over time, provided that there are no reasons to change the reasons for their choice.
  • The validity of measurement models is regularly assessed using recent transactions and current market data.

Assets and liabilities are classified into one of the following levels using the following method to obtain their fair value:

  • Level 1: assets and liabilities measured using the price that would be paid for them on an organised, transparent and deep market ("quoted price" or "market price"). In general, the following are included at this level:
    • Quoted debt securities. The following are mainly classified at this level:
      • Spanish and foreign public debt bonds, as well as other debt instruments issued by Spanish and foreign issuers.
      • Spanish and foreign public debt bonds under the insurance business.
      • Own securities issued by the Group, mainly vanilla bonds and mortgage bonds.
    • Quoted equity instruments. Investments in quoted shares and investments in collective investment institutions are mainly classified at this level.
    • Derivatives traded in organised markets.
  • Level 2: assets and liabilities in which the relevant data used in measurement are directly or indirectly observable on the market, such as quoted prices for similar assets or liabilities in the active markets, interest rate curves or credit differentials. In general, the following are included at this level:
    • Debt securities of quoted debt with a low volume and level of market activity. Public debt bonds of Spanish autonomous communities, as well as other private debt instruments, are mainly classified at this level.
    • Over-the-counter hedging and trading derivatives. Interest-rate swaps, as well as financial swaps on goods and other risks, are mainly classified at this level.
    • Real estate assets corresponding to real estate investments, inventories, as well as assets arising from credit regularisations.
  • Level 3: assets and liabilities for which the relevant data used for measurement are not observable market data, for the measurement of which alternative techniques are used, including price requests submitted to the issuer or the use of market parameters corresponding to instruments with a risk profile that can be equated to that of the instrument being measured. In general, the following are included at this level:
    • Unlisted debt securities and equity instruments.
    • Loans and receivables.
    • Deposits.

42.1. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

The fair value of the financial instruments measured at fair value recognised in the balance sheet, broken down by associated carrying amount and level is as follows:

Fair value of financial assets (FA) measured at fair value (FV) - Banking and other

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021
Carrying Fair value Carrying Fair value Carrying Fair value
amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3
FA held for trading (Note 11) 6,993 6,993 680 6,273 40 7,382 7,382 452 6,872 58 10,925 10,925 637 10,259 29
Derivatives 6,344 6,344 35 6,273 36 6,963 6,963 37 6,872 54 10,319 10,319 35 10,259 25
Equity instruments 303 303 303 233 233 233 187 187 187
Debt securities 346 346 342 4 186 186 182 4 419 419 415 4
FA not designated for trading compulsorily measured
at FV through profit or loss (Note 12)
124 124 50 6 68 183 183 44 4 135 237 237 47 5 185
Equity instruments 124 124 50 6 68 127 127 44 4 79 165 165 47 5 113
Debt securities 6 6 6 5 5 5
Loans and advances 50 50 50 67 67 67
FA at FV with changes in other comprehensive income
(Note 14)
9,378 9,378 8,752 626 12,942 12,942 12,275 667 16,403 16,403 15,630 129 644
Equity instruments 1,340 1,340 714 626 1,351 1,351 684 667 1,646 1,646 1,002 644
Debt securities 8,038 8,038 8,038 11,591 11,591 11,591 14,757 14,757 14,628 129
Derivatives - Hedge accounting (Note 16) 526 526 526 641 641 641 1,038 1,038 1,038
Assets under the insurance business 83,148 83,148 82,969 34 145

Fair value of financial assets (FA) measured at fair value (FV) - Insurance activity

(Millions of euros)

31-12-2023 31-12-2022 restated
Carrying Fair value Carrying Fair value
amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3
FA not designated for trading compulsorily measured
at FV through profit or loss (Note 12)
13,261 13,261 13,229 32 11,168 11,168 11,168
Equity instruments 13,261 13,261 13,229 32 11,168 11,168 11,168
FA designated at FV through profit or loss 7,240 7,240 7,219 3 18 8,022 8,022 7,930 42 50
Debt securities 7,240 7,240 7,219 3 18 7,985 7,985 7,930 5 50
Loans and advances 37 37 37
FA at FV with changes in other comprehensive income
(Note 14)
57,212 57,212 56,338 860 14 51,590 51,590 50,707 841 42
Debt securities 57,212 57,212 56,338 860 14 51,590 51,590 50,707 841 42
Derivatives - Hedge accounting (Note 16) 680 680 680 821 821 821

Fair value of financial liabilities (FL) measured at fair value (FV) - Banking and other business

(Millions of euros)

31-12-2023 31-12-2022 restated 31-12-2021
Carrying Fair value Carrying Fair value Carrying Fair value
amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3
FL held for trading (Note 11) 2,253 2,253 92 2,127 34 4,030 4,030 95 3,882 53 5,118 5,118 323 4,773 22
Derivatives 2,189 2,189 28 2,127 34 3,971 3,971 36 3,882 53 4,838 4,838 43 4,773 22
Short positions 64 64 64 59 59 59 280 280 280
Derivatives - Hedge accounting (Note
16)
1,278 1,278 1,278 1,371 1,371 1,371 960 960 960
Liabilities under the insurance business 19,365 19,365 19,365

Fair value of financial liabilities (FL) measured at fair value (FV) - Insurance business

(Millions of euros)

31-12-2023 31-12-2022 restated
Carrying Fair value Fair value
amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3
FL designated at FV through profit or loss 3,283 3,283 3,283 3,409 3,409 3,409
Derivatives - Hedge accounting (Note 16) 6,399 6,399 6,399 6,398 6,398 6,398

The main valuation techniques, assumptions and inputs used in fair value estimation for levels 2 and 3 by type of financial instruments are as follows:

Instrument type Assessment techniques Observable inputs Non-observable inputs
Swaps > Present value method > Interest rate curves
> Probability of default for the
calculation of CVA and DVA
Exchange rate
options
> Black-Scholes model
> Stochastic local volatility model
> Vanna-Volga model
> Interest rate curves
> Quoted option price
> Probability of default for the
calculation of CVA and DVA
Interest rate options > Present value method
> Normal Black model
> Interest rate curves
> Quoted option price
> Probability of default for the
calculation of CVA and DVA
Derivatives Index and equity
options
> Black-Scholes model
> Local volatility
> Quoted option prices
> Correlations
> Dividends.
> Probability of default for the
calculation of CVA and DVA.
Inflation rate
options
> Normal Black model > Interest rate curves
> Credit Default Swap curves
> Probability of default for the
calculation of CVA and DVA.
Loans and advances > Present value method
> Intensity of default
> Interest rate curves
> Credit Default Swap curves
> Probability of default for the
calculation of CVA and DVA.
Equity instruments > DCF (Discounted cash flow)
> ECF (Equity cash flow)
> DDM (Dividend Discount Method)
> Underlying carrying amount
> Macroeconomic inputs
> Risk premia and market premia
> Market peers
> Business planes
> Perpetual growth (g)
> Net equity
Debt securities > Present value method > Interest rate curves
> Risk premia
> Market peers
> Observable market prices
> Risk premia
Loans and receivables > Present value method > Interest rate curves
> Early cancellation ratios
> Credit loss ratios
(internal models)

(1) Present value method (net present value): this model uses the cash flows of each instrument, which are established in the different contracts, and deducts them to calculate the present value.

(2) Market peers (similar asset prices): market peer instrument prices, reference indices or benchmarks are employed to calculate the performance as of the entry price or its current valuation, making subsequent adjustments to take into account the differences between the measured asset and the one taken as reference. It can also be assumed that the price of an instrument is equivalent to another one.

(3) Black & Scholes model: this model applies a log-normal distribution of the securities prices in such a way that, under a neutral risk, the return expected is the risk-free interest rate. Under this assumption, the price of vanilla options can be calculated analytically, in such a way that the volatility of the price process can be obtained by inverting the BS formula for a premium quoted on the market.

(4) Normal Black model: when interest rates approach zero (or become negative), the Black & Scholes model is unable to model interest rate options. With the same assumptions as this model, but on the assumption that forward interest rates follow a normal distribution, we obtain the Normal Black Model, which is used to measure these interest rate options.

(5) Local stochastic volatility model: in this model volatility follows a stochastic process in time according to the degree of moneyness, reproducing the volatility smiles observed in the market. These models are appropriate for long-term exotic options using Monte Carlo simulation or the resolution of differential equations for valuation purposes.

(6) Vanna-Volga model: this model is based on building the local replica portfolio whose hedging costs of second derivatives, vanna (premium derivative with respect to the volatility and the underlying) and volga (premium's second derivative with respect to the volatility), are added to the corresponding Black-Scholes prices in order to reproduce the volatility smiles.

(7) Default intensity model: a model that extracts the instant probability of default from the market Credit Default Swaps quote of a given issuer/contract. The survival function of the issuer with which credit swaps are measured is obtained using these default intensities.

(8) DCF (Discounted cash flow): This method analyses and estimates future flows for shareholders and creditors, and then updates them, discounting at a weighted average rate cost of capital (WACC).

(9) DDM (Dividend Discount Method): future dividend flows are estimated, and then updated, discounting at the cost of equity (ke). A method widely used in regulated entities with limitations, therefore, to the distribution of dividends since they must keep minimum own funds (e.g. Banking)

(10) ECF (Equity cash flow): This method analyses and estimates future flows for shareholders, and then updates them, discounting at the cost of equity (ke).

(11) Underlying carrying amount: Equity according to annual accounts. A method used for holdings for which assets are considered to be measured at or near fair value.

The measurements obtained using internal models may differ if other techniques were applied or assumptions used regarding interest rates, credit risk spreads, market risk, exchange rate risk, or the related correlations and volatilities. Nevertheless, the Group's directors consider that the models and techniques applied appropriately reflect the fair values of the financial assets and financial liabilities recognised in the balance sheet, and the gains and losses on these financial instruments.

The main measurement methods used by the Group to determine recurring fair value have not been changed during the year (the main measurement methods were not changed in 2022 or 2021).

Significant inputs used for financial instruments measured at fair value classified at Level 2

  • Dividends: future equity dividends in index and stock options are derived from estimated future dividends and dividend futures quotes.
  • Correlations: they are used as input in the measurement of share basket options and are extracted using the historical closing prices of the various components of each basket.
  • Probability of default for the calculation of CVA and DVA: Credit Valuation Adjustments (CVA) and Debit Valuation Adjustments (DVA) are added to the valuation of Over The Counter (OTC) derivatives due to the risk associated with the counterparty's and own credit risk exposure, respectively. In addition, Funding Valuation Adjustment (FVA) is a valuation adjustment of derivatives of customer transactions that are not perfectly collateralised that includes the funding costs related to the liquidity necessary to perform the transaction.

The CVA is calculated bearing in mind the expected exposure with each counterparty in each future maturity. The CVA for an individual counterparty is equal to the sum of the CVA for all maturities. Adjustments are calculating by estimating exposure at default (EAD), the probability of default (PD) and loss given default (LGD) for all derivatives on any underlying at the level of the legal entity with which CaixaBank Group has exposure. Similarly, DVA is calculated by multiplying the expected negative exposure given the probabilities of default by the Group's LGD.

The data necessary to calculate PD and LGD come from the credit market prices (Credit Default Swaps). Counterparty data are applied where available. Where the information is not available, the Group performs an exercise that considers, among other factors, the counterparty's sector and rating to assign the PD and the LGD, calibrated directly to market or with market adjustment factors for the probability of default and the historical expected loss. With FVA, the adjustment shares part of the CVA/DVA approaches, since it is also based on the future credit exposure of the derivatives, but in this case the exposures are not netted by counterparty, but rather at aggregate level in order to recognise the joint management of the liquidity. The data necessary to calculate funding cost are also based on prices taken from its issuance and credit derivatives markets.

The change in the value of the CVA/FVA and DVA/FVA adjustments are recognised in "Gains/(losses) on financial assets and liabilities held for trading, net" in the statement of profit or loss.

The table below shows the changes to these adjustments:

Changes in CVA/FVA AND DVA/FVA

(Millions of euros)

2023 2022 2021
CVA/FVA DVA/DFVA CVA/FVA DVA/DFVA CVA/FVA DVA/DFVA
OPENING BALANCE (44) 77 (113) 26 (104) 22
Additions due to business combinations (80) 8
Additions/changes in derivatives (9) (12) 69 51 72 (4)
Cancellation or maturity of derivatives (1)
CLOSING BALANCE (53) 65 (44) 77 (113) 26

Given the low net exposure of derivatives classified as Level 2 under the fair value hierarchy, the sensitivity to various market inputs is not significant to the Entity's overall financial position. See Note 3.4.3 Interest Rate Risk in the Banking Book and Note 3.4.5 Market Risk.

Significant inputs used for financial instruments measured at fair value classified at Level 3

Taking into account the Group's risk profile, exposure to level 3 assets and liabilities is reduced, chiefly focusing on equity instruments with a fair value based on multiple measurement models. The inputs used for estimating fair value take into account observable variables (macroeconomic inputs, risk and market premiums and comparable market variables) and unobservable variables (business plans, growth rates (g) according to estimates of institutions with recognised experience and net book equity according to the annual accounts of the measured company).

Transfers between levels

Transfers between asset and liability levels are made primarily when there is:

  • A significant increase or decrease in the liquidity of the asset in the market in which it is traded.
  • A significant increase or decrease in market activity related to an observable input or
  • A significant increase or decrease in the relevance of unobservable inputs, classified as Level 3 if an unobservable input is considered significant.

There were no material transfers among levels in 2023, 2022 and 2021.

Given the Group's risk profile regarding its portfolio of debt securities measured at fair value (see Note 3.4.1), the change in fair value attributable to credit risk is not expected to be significant.

Changes and transfers of financial instruments in Level 3

There were no significant movements in Level 3 fair value financial instruments in 2023, 2022 and 2021.

42.2. FAIR VALUE OF ASSETS AND LIABILITIES MEASURED AT AMORTISED COST

The methodology for estimating the fair value of financial instruments at amortised cost on a recurring basis is consistent with the provisions of Note 42.1. It is worth highlighting that the fair value presented for certain instruments may not correspond to their realisable value in a sales or settlement scenario, since it was not determined for that purpose; in particular:

  • Loans and advances: Includes investments the typical lending activity. Fair value is estimated using the present value method.
    • The first step is to conduct a projection of all principal and interest flows associated with the contractual terms of these products. These flows are adjusted with early write-off ratios in the most relevant segments based on available internal historical information.
    • The fair value is calculated by discounting those flows to a risk-free rate curve.
    • Lastly, the resulting amount is adjusted for the estimated expected life-time losses due to the impairment of the credit quality of each of the counterparties.

As a result, the fair value incorporates the effect of updating market interest rates and the credit risk associated with loans and advances.

In loans benchmarked to a floating interest rate, the variation of the fair value based on the variation of the interest rates therefore depends on the variation of the contractual interest rates as they are adapted to the

market conditions and on the evolution of the spread set in the contract. In fixed-interest loans, the fair value directly depends on the difference between the contractual interest rate and the market interest rate.

  • Deposits: Includes the attracted deposits central banks, financial institutions and customers. The fair value is obtained by using the present value method:
    • A projection is made of the expected cash flows laid down in the various contracts.
    • For current accounts and other demand deposits, the expected cash flows are estimated using an internal model calibrated based on available internal historical information. The factors estimated by this modelling include the sensitivity of the remuneration of these products to market interest rates and the level of permanence of these balances on the balance sheet.
    • These estimated flows are discounted using an interest rate curve constructed by adding a credit spread to the risk-free curve, which is derived from the generic probabilities of loss of credit ratings.
  • Debt securities issued: Includes Group debt issuances. For instruments classified in Level 3, the fair value is obtained using the present value method based on the expected cash flows established in the different issues and subsequently discounted using:
    • Market interest rate curves as of the appraisal date.
    • Own credit risk
  • Other financial liabilities: It chiefly includes amounts for tax collection accounts, clearing houses, and liabilities associated with right-of-use assets. The fair value has been assimilated to carrying amount, as these are mainly short-term balances. In the case of liabilities associated with right-of-use assets, the present value of future lease payments during the mandatory period of the contract is presented.

For more information on financial assets and liabilities measured at amortised cost, see Notes 15 and 23.

The fair value of the financial instruments at amortised cost recognised in the balance sheet, broken down by associated carrying amount and level is as follows:

Fair value of financial assets (FA) measured at amortised cost - Banking activity and other

(Millions of euros)

31-12-2023 * 31-12-2022 restated 31-12-2021
Carrying Fair value Fair value
Carrying
Carrying Fair value
amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3
FA at amortised cost (Note 15) 433,091 438,579 49,523 18,683 370,373 442,574 441,210 44,594 18,683 377,933 420,599 443,797 39,618 21,810 382,369
Debt securities 77,336 73,196 49,444 17,617 6,135 77,733 70,998 43,983 18,044 8,971 68,206 68,460 39,079 20,774 8,607
Loans and advances 355,755 365,383 79 1,066 364,238 364,841 370,212 611 639 368,962 352,393 375,337 539 1,036 373,762

FA: Financial assets

(*) At 31 December 2023, the difference between book value and fair value stands at EUR 5,488 million (EUR 5,724 million adjusted for macro interest rate hedges).

Fair value of financial assets (FA) measured at amortised cost - Insurance activity

(Millions of euros)

31-12-2022 restated
Fair value Fair value
Level 2 Level 3 amount Total Level 1 Level 2 Level 3
3,449 175 367 3,594 3,433 2,762 526 145
3,449 2 30 3,204 3,043 2,762 281
173 337 390 390 245 145
Total
3,991
3,481
510
Level 1 Carrying

FA: Financial assets

Fair value of financial liabilities (FL) measured at amortised cost - Banking activity and other

(Millions of euros)

31-12-2023 * 31-12-2022 restated 31-12-2021
Carrying Fair value Carrying Fair value Carrying Fair value
amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3
FL at amortised cost (Note 23) 479,374 447,538 49,987 2,314 395,237 482,151 454,139 44,517 2,705 406,917 547,025 542,816 56,709 2,026 484,081
Deposits ** 416,172 385,796 435 385,361 421,870 397,834 391 419 397,024 486,529 481,046 6,433 474,613
Debt securities issued 56,755 55,295 49,524 2,314 3,457 52,608 48,745 43,739 2,286 2,720 53,684 55,200 50,276 2,026 2,898
Other financial liabilities 6,447 6,447 28 6,419 7,673 7,560 387 7,173 6,812 6,570 6,570

FL: Financial liabilities

(*) At 31 December 2023, the difference between book value and fair value is EUR 31,836 million (EUR 28,929 million adjusted for macro interest rate hedges).

(**) Under IFRS 13.47, the fair value of demand liabilities such as current accounts must not be less than the amount payable to the customer, i.e. their amortised cost. However, taking into account the stability of the customer liability base under normal operating conditions, an estimate of the fair value is made, particularly on demand deposits, based on liquidity risk management criteria.

Fair value of financial liabilities (FL) at amortised cost - Insurance business

(Millions of euros)

31-12-2023 31-12-2022 restated
Carrying Fair value Fair value
amount Total Level 1 Level 2 Level 3 amount Total Level 1 Level 2 Level 3
FL at amortised cost (Note 23) 1,076 1,134 742 392 896 896 574 322
Deposits 738 742 742 574 574 574
Other financial liabilities 338 392 392 322 322 322

FL: Financial liabilities

42.3. FAIR VALUE OF PROPERTY

In the particular case of real estate assets, their fair value is obtained by requesting the appraisal value from external appraisal agencies. These agencies maximise the use of observable market data and other factors that market participants would consider when pricing, limiting the use of subjective considerations and unobservable or contrasted data. Along these lines, its fair value, based on the fair value hierarchy, is classified as Level 2.

The Group has a corporate policy that guarantees the professional competence and independence and objectivity of external valuation agencies, under which these agencies must comply with neutrality and credibility requirements so that use of their estimates does not undermine the reliability of their valuations. This policy stipulates that all valuation agencies and appraisers used by the Group in Spain must be included in the Bank of Spain's Official Registry and that their valuations be performed in accordance with the methodology set out in Ministerial Order ECO/805/2003, of 27 March. Accordingly, the Group worked with the following appraisal companies in 2023: Tasaciones Inmobiliarias, SA, , Gloval Valuation, S.A.U., Gesvalt, SA, UVE Valoraciones, S.A., CBRE Valuation Advisory, S.A. and Sociedad de Tasación, SA, among others.

The Group has established the following criteria to obtain the appraisal values of real estate assets.

  • Statistical appraisals are used for properties that have a fair value of EUR 300 thousand or less and whose characteristics are susceptible to repeated production.
  • For foreclosed real estate with a fair value of more than EUR 300 thousand, appraisals have been requested in accordance with the criteria established by Order ECO/805/2003:
    • Appraisals under 2 years old are used for real estate investments, using the rental update method.
    • Appraisals under one year old are used for stock, using the cost method application.
    • Appraisals under one year old are used for properties from credit regularisations, using the comparison method application.

For the specific case of properties from credit regularisations (foreclosed assets) classified as non-current assets for sale, the Group has developed an internal methodology that determines the discount to be applied: to the appraisal value (obtained from companies and appraisal agencies), based on recent experience in sales of Group assets over the past 3 years; while for sales costs, to asset sales over the past 12 months. This methodology is chiefly based on the following drivers:

  • Type of property: The model categorises the type of property, differentiating between residential, commercial, land and ongoing.
  • Location. The model categorises property by zones, according to the commercial interest of their geographical location.
  • The time that the property has been on the market. The model categorises property based on the time from the date of ownership of the property to the date of sale.

According to the drivers described above, for each sale made the Group calculates the ratio between the difference between the amount of the last current updated appraisal and the sale price, in the numerator, and the amount of the last current updated appraisal, in the denominator. Thus, it determines the adjustment to be made to the measurement value in order to obtain fair value. The updating of the data used to calculate the adjustment based on appraisal values is conducted on a three-year basis.

In order to determine sale costs, the Group calculates the ratio between the assumed marketing costs and the total volume of sales of realised assets.

Furthermore, the Group has established a backtesting analysis between the adjustment calculated by the model and the price for which the properties were finally sold. This exercise is conducted on a biannual basis.

The valuation methods used by the Group to determine the non-recurring fair value remained unchanged during the financial year (the valuation methods were not changed during the financial years 2022 and 2021).

The fair value of real estate assets by asset type along with their associated carrying amount is set out below:

Fair value of real estate assets by type of property

(Millions of euros)

31-12-2023 31-12-2022 31-12-2021
Carrying
amount
Fair value Carrying
amount
Fair value Carrying
amount
Fair value
Tangible assets - Investment property 1,423 1,959 1,556 2,217 1,815 2,206
Homes, land and other 1,042 1,529 1,211 1,836 1,613 1,984
Industrial buildings 13 20 26 39 18 23
Offices and commercial premises 368 410 319 342 184 199
Other assets - Inventories 32 43 39 44 45 45
Homes, land and other 32 43 39 44 44 44
Industrial buildings 1 1
Non-current assets held for sale and
disposal groups classified as held for sale *
1,666 2,275 1,998 2,545 2,415 2,616
Homes, land and other 1,448 1,994 1,719 2,210 2,041 2,213
Industrial buildings 68 90 100 123 32 43
Offices and commercial premises 150 191 179 212 342 360
TOTAL 3,121 4,277 3,593 4,806 4,275 4,867

(*) This includes only assets arising from credit adjustments.

43. RELATED-PARTY TRANSACTIONS

Pursuant to the provisions of the rules of procedure of the Board of Directors, the Board of Directors, after the report of the Audit and Control Committee, will approve the operations conducted by the Entity or its subsidiaries with directors, with shareholders holding 10% or more of the voting rights or represented on the Board of Directors of the Entity, or with any other related party as outlined in IAS 24 "Information to be disclosed on related parties", unless by law the competence of the Annual General Meeting is applicable.

For the purpose of this approval, the following will not be deemed related-party transactions: i) transactions conducted between the Entity and its wholly-owned subsidiaries, directly or indirectly; ii) transactions between the Entity and its subsidiaries or investee companies provided that no other party related to the Entity has an interest in such subsidiaries or investee companies; iii) execution by the Company and any executive director or member of senior management, of the contract regulating the terms and conditions of the executive functions they are to perform, including determining the specific amounts or remuneration to be paid under that contract, to be approved in accordance with the provisions of this Regulation; iv) transactions carried out based on measures to safeguard the stability of the Entity, taken by the competent authority responsible for its prudential supervision.

The Regulation establishes that the Board of Directors will be able to delegate the approval of: i) transactions between Group companies that are made in the field of the normal process and under market conditions; ii) transactions arranged under contracts whose standard terms and conditions are applicable to a large number of customers, that are signed at generally set rates or prices by whomever acting as the goods or service provider in question, and where the amount of the transaction does not exceed 0.5% of the annual net income of the Entity.

The granting by the Entity of credits, loans and other forms of financing and guarantees to Directors, or to persons associated with them, will be pursuant to —besides the provisions of this article— the regulations governing the organisation and discipline of credit institutions and the supervisory guidelines in this field. The breakdown of financing granted to "key management personnel and executives" is as follows:

Outstanding financing granted to key management personnel - Directors and senior management (Thousands of euros)

2023 2022 2021
Outstanding financing 7,405 9,721 9,036
Average maturity (years) 16 19 19
Average interest rate (%) 1.51 % 0.58 % 0.41 %
Financing granted in the year 65 3,375 1,363
Average maturity (years) 7 9 22
Average interest rate (%) 2.62 % 0.92 % 0.93 %

Loan and deposit transactions or financial services arranged by CaixaBank with 'key management personnel', in addition to related-party transactions, were approved under normal market conditions. Moreover, none of those transactions involved a significant amount of money. Likewise, there was no evidence of impairment to the value of the financial assets or to the guarantees or contingent commitments held with 'key management personnel'.

The Spanish state constitutes a related party pursuant to the regulations in force through its indirect participation in excess of 10% of CaixaBank's shares through the FROB and BFA. In that regard, according to the exemption in paragraph 25 of IAS 24, the balances with Spanish Public Administration as a related party are not presented, although significant balances and transactions with them have been conveniently disclosed in the various notes in the report.

There are no related-party transactions, as defined in Article 529s of the CCA that have exceeded, either individually or aggregated, the established disclosure thresholds. However, in order to prepare the annual accounts, the most significant transactions that have taken place during the year have been disclosed in detail.

The most significant balances between the Group and its related parties are set out below, complementing the other balances in the notes to this report.

Related-party balances and operations

(Millions of euros)

Significant shareholder (1)
(2)
Associates and joint
ventures
Directors and senior
management (3)
Other related parties (4) Employee pension plan
31-12-2023 31-12-2022 31-12-2021 31-12-2023 31-12-2022 31-12-2021 31-12-2023 31-12-2022 31-12-2021 31-12-2023 31-12-2022 31-12-2021 31-12-2023 31-12-2022 31-12-2021
ASSETS
Loans and advances to credit
institutions
Loans and advances 15 17 36 976 878 582 7 10 9 22 25 25
Mortgage loans 14 16 18 3 7 10 9 10 11 11
Other 1 1 18 976 878 579 12 14 14
Of which: valuation
adjustments
(2) (2) (2) (1)
Equity instruments 1 1 1
Debt securities 16,755 17,503 19,161 5
TOTAL 16,770 17,520 19,197 977 879 583 7 10 9 22 30 25
LIABILITIES
Customer deposits 387 486 307 693 825 1,069 18 20 13 19 15 18 199 533
TOTAL 387 486 307 693 825 1,069 18 20 13 19 15 18 199 533
PROFIT OR LOSS
Interest income 36 20 16
Interest expense (3) (8) (1)
Fee and commission income 1 1 375 323 169
Fee and commission expenses (2) (2) (17)
TOTAL (2) 1 401 341 167
OTHER
Contingent liabilities 32 16 1 17 43 40 1
Contingent commitments 1 1 99 555 773 1 1 3 2 4 1
Assets under management
(AUMs) and assets under
custody (5)
28,287 27,169 23,623 1,142 1,632 1,489 31 30 28 24 20 21 3,351 3,218 3,394
TOTAL 28,320 27,185 23,625 1,258 2,230 2,302 32 31 31 27 24 22 3,351 3,218 3,394

(1) They refer to balances and transactions carried out with the "Fundación la Caixa" Banking Foundation, CriteriaCaixa, BFA Tenedora de Acciones, SAU, the FROB and its dependent companies. At 31 December 2023, the stake of CriteriaCaixa in CaixaBank is 31.92% (30.01% at 31 December 2022 and 2021), and at 31 December 2023, the stake of BFA Tenedora de Acciones, SAU in CaixaBank is 17.32% (16.12% at 31 December 2022 and 2021). The shareholdings at 31 December 2022 are shown not considering the effects of the capital reduction (see Note 24).

(2) As regards the cost of lawsuits relating to preferential shares and subordinate obligations of the former Bankia, pursuant to the agreement with BFA to distribute costs in this field, Bankia already assumed a maximum loss of EUR 246 million resulting from the costs related to the execution of the sentences in which it was convicted in the various proceedings against Bankia (now CaixaBank) due to the aforementioned issues. The potential contingency arising from current and future claims including interest and costs would be, where applicable, paid by BFA under the said agreement. In any case, litigation in this area is currently residual. In 2023, a total of 9 claims were received from individual investors with a negligible economic risk.

(3) Directors and Senior Management of CaixaBank.

(4) Family members and entities related to members of the Board of Directors and Senior Management of CaixaBank.

(5) Includes collective investment institutions, insurance contracts, pension funds and securities depositary.

The table below shows the main subsidiaries, joint ventures and associates, and their type of link.

31 December 2023

Nature of the link
> CaixaBank provides the FBLC Group (including CriteriaCaixa) certain services,
under the Internal Protocol of Relationships subscribed by the parties.
legislation. > CaixaBank, S.A. is the parent company of the tax group for the purpose
corporation tax with regard to the majority of the consolidated group's
subsidiaries with a tax address in Spain. The tax group includes CriteriaCaixa
and the "la Caixa" Banking Foundation, in accordance with the current
this risk with market. > CaixaBank fully or partially brokers the financial operations of the companies
under its consolidated group and finances their activities. Similarly, CaixaBank
holds BPI prudential issuances in its portfolio, within the framework of the
management of the Group's joint liquidity. Additionally, VidaCaixa procures
financial interest rate swaps with CaixaBank to adapt the flows of investments
to insurance contract commitment derivatives. CaixaBank subsequently closes
> CaixaBank receives fees for the services of its subsidiaries and associates
marketed via its network in Spain.
> BPI receives fees for marketing the services marketed via its network in
Portugal. Similarly it fully or partially brokers the financial operations of these
companies and finances their activities.
> IT Now (a joint venture between the Group and IBM) provides to CaixaBank
Tech technology and IT development services. In turn, CaixaBank Tech provides
IT services to the FBLC Group (including CriteriaCaixa) and to the rest of
CaixaBank Group's subsidiaries.
> CaixaBank Advanced Business Analytics Intelligence provides digital project

-

-

-

Transactions between Group companies form part of the normal course of business and are carried out at arm's length.

The most significant transactions carried out in 2023, 2022 and 2021 between group companies, in addition, or complementary to those mentioned in the above notes in this report, are as follows:

2023

■ In 2023, the Group selected Solvia Intrum, Azzam and Haya Real Estate for the sale and maintenance of properties and the rental management of properties for a period of 3, 2 and 3 years, respectively (extendable for a further 12 to 18 months, where applicable). This award, effective between February and April 2024, terminates the current servicing contracts held, inter alia, with Servihabitat Servicios Inmobiliarios, SLU (a subsidiary of Coral Homes HoldCo, SLU, an associate of the Group).

2022

  • In March 2022, CaixaBank sold its stake in Bankia Vida to VidaCaixa SAU de Seguros y Reaseguros. The transaction did not have an impact on equity for the Group.
  • In April 2022, the stakes in Redsys (4.2%), Servired (19.2%), Bizum (1.1%), Sistema de tarjetas y medios de pago (2.5%), Euro 6000 (10.3%) and Visa (15,141 class C shares) owned by CaixaBank, from the business combination with Bankia in 2021, were transferred to CaixaBank Payments & Consumer through a contribution from shareholders, with an approximate valuation of EUR 30 million. This transaction had no equity impact for the Group.
  • In November 2022, CaixaBank transferred its stake in Sa Nostra Vida to VidaCaixa SAU de Seguros y Reaseguros. The transaction has no equity impact for the Group (see Note 7).

2021

  • Sale of businesses from Bankia: In October 2021, CaixaBank sold certain lines of business directly pursued by Bankia to the following investees:
    • Sale of the acquiring business (POS) to Comercia Global Payments EP, SL (CGP) for EUR 260 million. Global Payments Inc and CaixaBank hold an 80% and 20% stake, respectively, in CGP.
    • Sale of the prepaid card business to Global Payments MoneytoPay, EDE, SL (MTP) for EUR 17 million. Global Payments Inc and CaixaBank hold a 51% and 49% stake, respectively, in MTP.

The result of the transactions referred to above was a consolidated net gain of EUR 266 million in the income statement, recorded under the heading "Gains/(losses) on derecognition of non-financial assets, net" in the statement of profit or loss.

  • CaixaBank Payments & Consumer (CPC): In November 2021, it was agreed to sell to CaixaBank Payments&Consumer the card business from the business combination with Bankia to CaixaBank Payments&Consumer for EUR 414 million, determined based on generally accepted methods of measurement and reviewed by an independent expert. The transaction did not have an impact on equity for the Group.
  • BuildingCenter: In November 2021, a number of transactions were conducted to reorganise the Group's real estate activities following the merger with Bankia, with a view to concentrating these activities through BuildingCenter. These transactions did not have a material impact on equity for the Group.

The most relevant operations of 2023, 2022 and 2021 with the significant shareholder, in addition to those mentioned in the previous notes of this report, are as follows:

■ In December 2022, CaixaBank sold the property it owns (see Note 22) at Paseo de la Castellana 51 in Madrid to Inmo Criteria Patrimonio, S.L.U. (a wholly-owned subsidiary of Criteria Caixa, S.A.U.), which submitted the best offer.

Description of the relations with CriteriaCaixa and the 'la Caixa' Banking Foundation

The 'la Caixa' Banking Foundation (FBLC), CriteriaCaixa and CaixaBank have an Internal Protocol on Relations available on the CaixaBank website, last updated in 2021, which governs the mechanisms and criteria of relations between CaixaBank and FBLC and CriteriaCaixa, particularly in the following areas: i) management of related-party transactions, establishing mechanisms to avoid conflicts of interest; and ii) regulation of the information flows needed to fulfil reporting obligations in terms of trading and supervision.

The latest amendment to the Internal Protocol on Relations was made to adapt it to the entry into force of Act 5/2021, of 12 April, which amends the revised text of the Spanish Capital Companies Law, among other matters, with respect to the regime governing related-party transactions carried out by listed companies. This affects transactions between CaixaBank and CaixaBank Group companies, on the one hand, and the "la Caixa" Banking Foundation and "la Caixa" Banking Foundation Group companies, such as Criteria, on the other.

CaixaBank (as licensee) has a license agreement in effect with FBLC (as licensor) governing the use of certain trade names and the assignment of Internet domain names. The trade names licensed out under that agreement include the "la Caixa" brand and the star logo. The trade name license was granted in 2014 with an indefinite nature. However, it may be terminated by withdrawal or complaint by the licensor after 15 years have passed from signing, or in the event the stake held by FBLC in CaixaBank is less than 30 per cent of the share capital and voting rights of CaixaBank, or in the event there is a shareholder with a bigger stake in CaixaBank. The Company pays FBLC a fee for this licence that can be reviewed annually.

FBLC assigned to CaixaBank and CaixaBank Group companies, free of charge, the trademarks corresponding to their corporate names and the trademarks related to banking, financial, investment and insurance products and services, except for those that contain the "Miró Star" (Estrella de Miró) graphic design or the "la Caixa" denominative sign, which are covered by the licence. It also assigned the domain names used relating to the same company names.

Beyond the provisions of the above paragraphs, the Group's activities are not dependent on or significantly influenced by patents or licences, industrial contracts, new manufacturing processes or special commercial or financial contracts.

44. OTHER DISCLOSURE REQUIREMENTS

44.1. THE ENVIRONMENT

CaixaBank carries out periodic double materiality assessments to identify relevant issues for reporting purposes in terms of risks and opportunities for the Group and their impact on stakeholders. Accordingly, the environment and, in particular, the management of climate risks, opportunities and impacts is a material issue for the Group and is discussed in greater detail in the following sections:

  • See Note 2.2 to the consolidated annual financial statements for the accounting treatment applicable to certain financial instruments indexed to ESG criteria.
  • See Note 3 to the consolidated financial statements and the "Sustainability risk management" section of the consolidated management report for the risks to the Group's financial position associated with climate change.
  • See Note 20 to the consolidated annual financial statements regarding the impact on the Group's financial projections of its commitments regarding decarbonisation, including the potential exposure to impairment of potentially obsolescent non-financial assets in climate transition scenarios.
  • As regards the fixed assets detailed in Note 19, at year-end 2023, no significant amounts in the Group's fixed assets had been affected by any environmental aspect.
  • As indicated in Note 24.3, in 2023, the Group was not subject to any significant fines or sanctions related to environmental compliance.
  • See the "Sustainable Business Mobilising Sustainable Finance", "Engagement with Customers to Promote Sustainability" and "Supplier Management" sections of the consolidated management report for environmental financing and investment solutions and adaptation to climate change and energy transition in our value chain.
  • See the "Environment and climate" section of the consolidated management report for environmental management and the carbon footprint of the Group's activities, including the mitigation strategy involving renewable energy guarantees of origin.

44.2. CUSTOMER SERVICE

CaixaBank has a Customer Service Office charged with handling and resolving customer complaints and claims. This office has no connections with commercial services and performs its duties with independent judgment and according to the protection rules for financial services customers.

The average resolution time in 2023 is 7 calendar days, whereas in 2022 and 2021, it was 11 and 21 calendar days, respectively.

Complaints received

(Number of complaints)

2023 2022 2021
BY THE CUSTOMER SERVICE OFFICE (CSO)
CaixaBank - Preliminary claims 103,754 30,415 51,128
CaixaBank - Other 175,793 170,467 112,231
Subsidiaries - Preliminary claims 25,171 21,325 8,258
Subsidiaries - Rest 34,046 30,037 31,995
FILED WITH THE SUPERVISORS' CLAIMS SERVICES
Bank of Spain 4,336 6,381 3,363
Comisión Nacional del Mercado de Valores (Spanish securities market regulator) 231 265 183
Directorate-General of Insurance and Pension Plans 521 229 174

In addition, 47,553 claims were classified as inadmissible in 2023 (54,303 in 2022 and 35,862 in 2021).

The number of reports or resolutions issued by Customer Services and the Supervisors' Claims Services was as follows:

Reports issued by customer services supervisors' claim services

CSO Bank of Spain CNMV DGS (Directorate
General of
Type of resolution 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021
Resolved in favour of the 182,924 145,409 109,270 819 954 518 68 64 65 81 57 7
claimant
Resolved in favour of the
entity
132,144 108,470 90,166 1,187 627 483 92 64 65 50 56 3
Acceptance 2,540 1,507 1,158 77 91 37 4 18 1
Other
(rejected/unresolved)
48,494 57,220 36,398 447 2,611 547 2 1 44 29 7
TOTAL 363,562 311,099 235,834 4,993 5,699 2,706 239 220 167 179 160 18

44.3. OFFICES

The branches of the Group are specified below:

BRANCHES OF THE GROUP

(No. of branches)

2023 2022 2021
Spain 3,876 4,081 4,970
Abroad 323 331 355
TOTAL 4,199 4,412 5,325

45. STATEMENT OF CASH FLOWS

The main cash flow variations corresponding to the financial year are set out below by type:

  • Operating activities (EUR 15,744 million): based on the year's results, the change is mainly due to the amortisation of the loans and advances to customers (classified under financial assets measured at amortised cost).
  • Investment activities (EUR 203 million): flows arising from additions and disposals of tangible and intangible assets, as well as sales of non-current assets held for sale.
  • Financing activities (EUR 1,393 million): mainly from cash flows arising from debt issuances and maturities and share repurchase programmes, as well as dividends paid during the year.

APPENDIX 1 – CAIXABANK´S INVESTMENTS IN SUBSIDIARIES

(Thousands of euros)

% shareholding Share Cost of direct
Corporate name Business activity Registered address Direct Total capital Reserves Results holding (net)
Abside Capital SICAV S.A. (*) SICAVs Madrid-Spain 90.96 90.96 2,404 (811) - 1,200
Aris Rosen, S.A.U. Services Barcelona-Spain 100.00 100.00 60 285 (47) -
Arquitrabe Activos, S.L. Holding company Barcelona-Spain 100.00 100.00 98,431 8,192 (25) 106,623
Arrendadora de Equipamientos Ferroviarios, S.A. Lessor of trains Barcelona-Spain 85.00 85.00 12,720 7,799 2,168 14,300
BPI (Suisse), S.A. (1) Financial services Switzerland - 100.00 3,020 6,750 1,402 -
BPI Gestão de Activos - Sociedade Gestora de Fundos de
Investimento Mobiliário, SA
Management of collective investment institutions Portugal - 100.00 2,500 14,858 6,934 -
BPI Vida e Pensões - Companhia de Seguros, SA Life insurance and pension fund management Portugal - 100.00 76,000 84,181 19,775 -
Banco BPI, S.A. Banking Portugal 100.00 100.00 1,293,063 2,371,760 574,435 2,060,366
Bankia Habitat, S.L.U. Holding company Madrid-Spain - 100.00 755,560 (39,372) (6,149) -
Bankia Mediación, Operador de Banca de Seguros
Vinculado, S.A.U.
Insurance agency Madrid-Spain - 100.00 269 80,014 (12,966) -
BuildingCenter, S.A.U. Holder of real estate assets Madrid-Spain 100.00 100.00 2,000,060 (468,544) (297,321) 1,611,888
Caixa Capital Biomed S.C.R. S.A. Venture capital company Barcelona-Spain 90.91 90.91 1,200 733 10 1,771
Caixa Capital Fondos Sociedad De Capital Riesgo S.A. Venture capital company Madrid-Spain 100.00 100.00 1,200 7,563 124 7,397
Caixa Capital Micro SCR S.A. Venture capital company Madrid-Spain 100.00 100.00 1,200 187 230 1,254
Caixa Capital Tic S.C.R. S.A. Venture capital company Barcelona-Spain 80.65 80.65 1,209 3,686 (38) 3,919
Caixa Corp, S.A. Holding company Barcelona-Spain 100.00 100.00 361 350 1 585
Caixa Emprendedor XXI, S.A.U. Promotion of business and entrepreneurial initiatives Barcelona-Spain 100.00 100.00 1,007 18,719 (559) 17,954
CaixaBank Advanced Business Analytics, S.A.U. Development of digital projects Barcelona-Spain 100.00 100.00 100 1,199 489 1,200
CaixaBank Asset Management, SGIIC, S.A.U. Management of collective investment institutions Madrid-Spain 100.00 100.00 86,310 52,501 153,201 119,475
CaixaBank Brasil Escritório de Representaçao Ltda. (2) Representative office Brazil 100.00 100.00 1,200 3,218 622 345
CaixaBank Equipment Finance, S.A.U. Vehicle and equipment leasing Madrid-Spain - 100.00 10,518 40,124 16,915 -
CaixaBank Facilities Management, S.A. Project management, maintenance, logistics and
procurement
Barcelona-Spain 100.00 100.00 1,803 1,871 1,014 2,053
CaixaBank Notas Minoristas, S.A.U. Finance Madrid-Spain 100.00 100.00 60 4,070 23 4,229
CaixaBank Titulizacion S.G.F.T., S.A.U. Securitisation fund management Madrid-Spain 100.00 100.00 1,503 1,964 1,734 6,423
CaixaBank Wealth Management Luxembourg, S.A. Banking Luxembourg 100.00 100.00 12,701 34,003 1,927 65,725
Caixabank Asset Management Luxembourg, S.A. Management of collective investment institutions Luxembourg - 100.00 150 3,955 (234) -
Caixabank Operational Services, S.A. Specialised services for back office administration Barcelona-Spain 100.00 100.00 1,803 19,541 1,590 9,579
Caixabank Payments & Consumer, E.F.C., E.P., S.A. Consumer finance Madrid-Spain 100.00 100.00 135,156 1,677,264 234,082 1,602,028
Caixabank Tech, S.L. Provision of IT services Barcelona-Spain 100.00 100.00 15,003 101,239 2,623 165,307
Centro de Servicios Operativos e Ingeniería de Procesos,
S.L.U.
Specialised services for back office administration Madrid-Spain 100.00 100.00 500 15,011 (76) 17,886
Coia Financiera Naval, S.L. Provision of financial services and intermediation in the
shipbuilding sector
Madrid-Spain 76.00 76.00 3 40 (9) 2
Corporación Hipotecaria Mutual, E.F.C., S.A. Mortgage lending Madrid-Spain 100.00 100.00 5,000 59,726 (97) 63,987
Estugest, S.A. Administrative activities and services Barcelona-Spain 100.00 100.00 661 194 13 781
Gestión y Representación Global, S.L.U. Instrument Madrid-Spain 100.00 100.00 12 2,704 (4) 2,715

APPENDIX 1 - CAIXABANK'S INVESTMENTS IN SUBSIDIARIES

APPENDIX 1 – CAIXABANK´S INVESTMENTS IN SUBSIDIARIES

(Thousands of euros)

% shareholding Share Cost of direct
Corporate name Business activity Registered address Direct Total capital Reserves Results holding (net)
Grupo Aluminios de Precisión, S.L.U. (*) Aluminium smelting in sand moulds Burgos-Spain 100.00 100.00 7,500 23,361 1,628 3,360
HipoteCaixa 2, S.L. Mortgage loan management company Barcelona-Spain 100.00 100.00 3 30,041 830 29,797
Hiscan Patrimonio II, S.A.U. Holding company Madrid-Spain 100.00 100.00 241,927 (8,646) 58 222,962
Hiscan Patrimonio, S.A. Holding company Barcelona-Spain 100.00 100.00 46,867 68,146 (94) 115,797
Imaginersgen, S.A. Digital business Barcelona-Spain 99.99 100.00 60 4,867 6,794 1,858
Inter Caixa, S.A. Services Barcelona-Spain 99.99 100.00 60 12 (8) -
Inversiones Corporativas Digitales, S.L. Holding company Barcelona-Spain - 100.00 3 (3,042) 6 -
Inversiones Inmobiliarias Teguise Resort, S.L. Hotels and similar accommodation Las Palmas-Spain 60.00 60.00 7,898 12,757 3,475 8,618
Livingcenter Activos Inmobiliarios, S.A.U. Real estate development Barcelona-Spain - 100.00 137,331 1,346,328 (50,458) -
Líderes de Empresa Siglo XXI, S.L. Private security for goods and people Barcelona-Spain 100.00 100.00 378 1,374 64 754
Naviera Cata, S.A. Shipowner Las Palmas de Gran
Canaria-Spain
100.00 100.00 60 24 (6) -
Negocio de Finanzas e Inversiones II, S.L. Finance Barcelona-Spain 100.00 100.00 6 437 - 445
Nuevo Micro Bank, S.A.U. Financing of microloans and other loans with a social
impact
Madrid-Spain 100.00 100.00 90,186 304,688 10,121 90,186
OpenWealth, S.A. Other financial services, with the exception of n.c.o.p
insurance and pension plans.
Barcelona-Spain 100.00 100.00 120 563 (368) 1,044
Participaciones y Cartera de Inversión, S.L. Instrument Madrid-Spain 0.01 100.00 1,205 297 (4) -
PremiaT Comunidad Online, S.L. Marketing of cashless platform Barcelona-Spain - 100.00 100 2,396 (258) -
Puerto Triana, S.A.U. Real estate developer specialised in shopping centres Seville-Spain 100.00 100.00 124,290 (3,341) (866) 119,504
Sercapgu, S.L. Holding company Barcelona-Spain 100.00 100.00 4,230 (252) 3 632
Silc Immobles, S.A. Real-estate administration, management and operation Madrid-Spain - 100.00 40,070 94,701 (5,333) -
Telefónica Consumer Finance E.F.C., S.A. Consumer finance Madrid-Spain - 50.00 5,000 28,781 1,228 -
Telefónica Renting, S.A. Equipment leasing Madrid-Spain - 50.00 400 1,521 217 -
Tenedora Fintech Venture, S.A.U. Holding company Madrid-Spain 100.00 100.00 60 1,611 (6) 369
Unión de Crédito para la Financiación Mobiliaria e
Inmobiliaria, E.F.C., S.A.U.
Mortgage loans Madrid-Spain 100.00 100.00 18,986 45,000 7,475 70,639
Valenciana de Inversiones Mobiliarias, S.L.U. Holding company Valencia-Spain 100.00 100.00 4,330 109,058 (18) 113,370
VidaCaixa Mediació, Sociedad de Agencia de Seguros
Vinculada, S.A.U.
Insurance agency Madrid-Spain - 100.00 60 3,899 1,465 -
VidaCaixa, S.A. de Seguros y Reaseguros Sociedad
Unipersonal
Direct life insurance, reinsurance and pension fund
management
Madrid-Spain 100.00 100.00 1,347,462 249,510 1,018,707 2,534,688
Wivai Selectplace, S.A.U. Product marketing Barcelona-Spain - 100.00 60 1,894 34,901 -

(*) Companies classified as non-current assets held for sale

(1) All data except cost are in local currency: Swiss franc (thousands) (2) All data except cost are in local currency: Brazilian real (thousands).

N.B.: The information corresponding to non-listed companies is based on the most recent data available (actual or estimated) at the time of preparation of the notes to these financial statements.

APPENDIX 1 – CAIXABANK´S INVESTMENTS IN SUBSIDIARIES

(Thousands of euros)

% shareholding Share Cost of direct
Corporate name Business activity Registered address Direct Total capital Reserves Results holding (net)
N.B.: Besides the companies set out in the details of the Appendix, the Group holds a 100% share of the share capital of the following companies that are inactive: Cestainmob, S.L.U.; GDS Grupo de Servicios I, S.A.; Tot Caixa,

S.A.; Web Gestión 1, S.A.; Web Gestión 2, S.A.; Web Gestión 3, S.A.; Web Gestión 4, S.A.; Cartera de Participaciones SVN, S.L.; Web Gestión 7, S.A.; Gestión Global de Participaciones, S.L.U.; Inmogestión y Patrimonios, S.A. and Valoración y Control, S.L. Similarly, the following companies of which the Group wholly owns the share capital, are currently in liquidation: Inmobiliaria Piedras Bolas, S.A. de C.V.; Playa Paraíso Maya, S.A. de C.V.; Inmacor Desarrollos, S.A. de C.V.; Proyectos y Desarrollos Hispanomexicanos, S.A. de C.V.; Grand Coral Property and Facility Management, S.A., de CV; Tubespa, S.A., Costa Eboris, S.L.U.; Encina de los Monteros, S.L.U.; Inversiones y Desarrollos 2069 Madrid, S.L.U., under liquidation and Puertas de Lorca Desarrollos Empresariales, S.L.U., under liquidation. The company also has as subsidiaries Habitat Dos Mil Dieciocho, S.L. and Gestión y Recaudación Local, S.L., which are currently under liquidation.

APPENDIX 2 – CAIXABANK´S INVESTMENTS IN AGREEMENTS AND JOINT VENTURES OF CAIXABANK GROUP

(Thousands of euros)

Corporate name Business
activity
Registered
address
% shareholding
Direct
Total Assets Liabilities Ordinary
income
Share
capital
Reserves Results Total
comprehen
sive income
Cost of direct
holding (net)
Dividends accrued
on total ownership
interest
Fraudfense, S.L. IT Services Madrid-Spain - 33.33 5,702 893 - 3 6,776 (1,970) (1,970) -
-
Payment Innovation HUB, S.A. Payment
methods
Barcelona
Spain
- 50 1,561 61 1,500 60 1,467 (28) (28) -
-

N.B.: The information corresponding to non-listed companies is based on the most recent data available (actual or estimated) at the time of preparation of the notes to these financial statements. N.B.: The company also has significant influence over the subsidiaries Royactura, S.L. (in liquidation) and Inversiones Alaris, S.L. (in liquidation), which are currently under liquidation.

APPENDIX 3 – CAIXABANK´S INVESTMENTS IN GROUP ASSOCIATES

(Thousands of euros)

% shareholding Total
comprehen
Dividends
accrued on
total
Corporate name Business activity Registered
address
Direct Total Assets Liabilities Ordinary
income
Share
capital
Reserves Results sive
income
Cost of direct
holding (net)
ownership
interest
Ape Software Components S.L. Computer programming
activities
Barcelona
Spain
- 25.22 2,983 3,177 2,188 12 58 (263) (263) - -
Arrendadora Ferroviaria, S.A. Lessor of trains Barcelona
Spain
54.15 54.32 156,330 156,840 10,954 60 (578) 8 8 - -
Banco Comercial de
Investimento, S.A.R.L. (1)
Banking Mozambiqu
e
- 35.67 210,351,425 179,534,844 32,876,046 10,000,000 12,916,467 8,160,651 8,160,651 - 28,999
Bizum, S.L. Payment entity Madrid
Spain
- 24.00 21,426 12,840 52,777 2,346 3,322 2,918 2,918 - -
Brilliance-Bea Auto Finance Co.,
L.T.D. (2)
Automotive sector
financing
China - 22.50 3,844,406 2,115,681 182,083 1,600,000 128,254 472 472 - -
Comercia Global Payments,
Entidad de Pago, S.L.
Payment entity Madrid
Spain
- 20.00 1,284,042 787,077 629,434 4,857 383,773 108,336 108,336 - 20,976
Companhia de Seguros Allianz
Portugal, S.A.
Insurance Portugal - 35.00 1,356,500 1,188,144 564,592 31,636 89,294 50,901 50,901 - 12,291
Concessia, Cartera y Gestión de
Infraestructuras, S.A.
Infrastructure construction
and operations
Madrid
Spain
24.20 32.20 11,968 106 -
17,249
(2,861) (2,526) (2,526) - -
Coral Homes, S.L. Real estate services Madrid
Spain
- 20.00 1,913,124 62,408 481,194 270,774 1,649,170 (69,228) (69,228) - -
Drembul, S.L. Real estate development Logroño
Spain
21.83 46.83 58,370 29,360 863 30 28,430 (1,069) (1,069) 3,179 -
Girona, S.A. Holding company Girona-Spain 34.22 34.22 5,809 153 671 1,200 4,431 25 25 1,642 -
Global Payments Moneytopay,
EDE, S.L.
Payment entity Madrid
Spain
- 49.00 185,995 156,758 19,941 1,367 21,983 5,888 5,888 - 3,450
Global Payments – Caixa
Acquisition Corporation S.A.R.L. Payment methods
Luxembourg - 45.23 42,763 110 - 14 42,713 (74) (74) - -
Gramina Homes, S.L. Real estate services Madrid
Spain
- 20.00 281,425 9,815 39,439 27,626 249,049 (5,065) (5,065) - -
IT Now, S.A. Services for IT technology
projects
Barcelona
Spain
39.00 49.00 148,834 68,734 175,928 3,382 73,472 3,246 3,246 1,323 -
Murcia Emprende Sociedad de
Capital Riesgo, S.A.
Venture capital company Murcia
Spain
28.68 28.68 3,291 77 -
2,557
949 (254) (254) 600 -
Parque Científico y Tecnológico
de Córdoba, S.L.
Science park operation and
management
Córdoba
Spain
15.58 35.69 27,324 19,125 1,399 23,422 (19,435) 981 981 - -
Portic Barcelona, S.A. Other services related to
information technology
and telecommunications
Barcelona
Spain
25.81 25.81 2,452 290 2,390 291 1,841 29 29 105 -
Redsys Servicios de
Procesamiento, S.L.
Payment methods Madrid
Spain
- 24.90 155,184 67,833 183,967 5,815 74,035 7,501 7,501 - -
SegurCaixa Adeslas, S.A. de
Seguros y Reaseguros
Non-life insurance Madrid
Spain
- 49.92 5,001,136 2,781,818 4,237,192 469,670 1,099,756 491,000 505,787 - 182,386
Servired, Sociedad Española de
Medios de Pago, S.A.
Payment methods Madrid
Spain
- 41.21 74,478 47,542 4,533 16,372 10,655 (91) (91) - -
Sistema de Tarjetas y Medios
de Pago, S.A.
Payment methods Madrid
Spain
- 20.61 394,501 385,632 9,815 240 4,874 3,756 3,756 - -
Sociedad Española de Sistemas
de Pago, S.A.
Payment entity Madrid
Spain
26.91 26.91 13,208 2,891 11,741 512 7,738 2,067 2,067 2,012 269

APPENDIX 3 – CAIXABANK´S INVESTMENTS IN GROUP ASSOCIATES

(Thousands of euros)

% shareholding Total
comprehen
Dividends
accrued on
Corporate name Business activity Registered
address
Direct Total Assets Liabilities Ordinary
income
Share
capital
Reserves Results sive
income
Cost of direct
holding (net)
total
ownership
interest
Societat Catalana per a la
Mobilitat, S.A.
Development and
implementation of the T
mobilitat project
Barcelona
Spain
16.79 16.79 133,310 116,109 18,106 13,823 76 636 636 1,846 -
TFP, S.A.C. (5) Factoring Peru 16.20 16.20 25,953 3,735 12,126 6,000 9,205 7,013 7,013 920 170
Telefonica Factoring España,
S.A.
Factoring Madrid
Spain
20.00 20.00 79,976 62,780 13,569 5,109 1,740 10,347 10,347 2,525 2,051
Telefonica Factoring do Brasil,
Ltda. (4)
Factoring Brazil 20.00 20.00 288,874 266,998 29,978 5,000 1,000 15,876 15,876 2,029 1,082
Telefónica Factoring Colombia
(3)
Factoring Colombia 16.20 16.20 403,917,084 391,457,063 11,958,351 4,000,000 2,125,218 6,334,803 6,334,803 543 228
Zone2Boost, S.L. Holding company for
business acquisition
Barcelona
Spain
- 40.00 2,971 37 130 3 3,564 (633) (633) - -

(1) All data except cost are in local currency: New Mozambique metical (thousands).

(2) All data except cost are in local currency: Renmimbi (thousands).

(3) All data except cost are in local currency: Colombian pesos (thousands).

(4) All data except cost are in local currency: Brazilian real.

(5) All data except the cost are in local currency: Peruvian sol (thousands).

N.B.: The information corresponding to non-listed companies is based on the most recent data available (actual or estimated) at the time of preparation of the notes to these financial statements.

N.B.: Furthermore, the Company has significant influence over the investee companies Chimparra, A.I.E. and Guadapelayo, S.L., which are currently in liquidation.

2023

APPENDIX 4 - DISCLOSURE ON THE ACQUISITION AND DISPOSAL OF OWNERSHIP INTERESTS IN SUBSIDIARIES IN 2023

(Article 155 of the Capital Companies Law and Article 105 of Law 6/2023 of 17 March on Securities Markets and Investment Services).

No acquisitions or disposals of equity interests worthy of inclusion in this section took place during 2023.

APPENDIX 5 – ANNUAL BANKING REPORT

In accordance with Article 87 of Act 10/2014, of 26 June, on the regulation, supervision and solvency of credit institutions, credit institutions are required to publish the following information on a consolidated basis for the last financial year ended, broken down by country where the credit institutions are established. Pursuant to the above, the information required is provided hereon:

■ Name, nature and geographic location of activity

In Note 1.1 to CaixaBank Group's consolidated financial statements the name, nature and geographical location of the activity is specified.

Appendices 1, 2 and 3 of CaixaBank Group's consolidated financial statements detail the subsidiaries, joint ventures and associates that make up CaixaBank Group.

Appendix 4 discloses notices on the acquisition and disposal of ownership interests in 2023, in accordance with Article 155 of the Capital Companies Law and Article 105 of Law 6/2023 of 17 March on Securities Markets and Investment Services.

■ Business volume

CaixaBank, SA is established in Spain, and has 7 foreign subsidiaries (10 branches), specifically in Poland, Morocco (3 branches), the UK, Germany, France, Portugal (2 branches) and Italy.

CaixaBank also has 17 representative offices which do not carry out banking activities but provide information on the Company's services in the following 16 jurisdictions: Algeria, Australia, Brazil, Canada, China (2), Chile, Colombia, Egypt, United Arab Emirates, USA, Hong Kong, India, Turkey, Peru, Singapore and South Africa

Banco BPI has 315 branches in Portugal.

Business volume by country on a consolidated basis is as follows:

Geographic information: Distribution of ordinary income from customers *

(Millions of euros) Banking and insurance BPI Corporate centre Total CaixaBank Group 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 Spain 23,701 15,998 13,075 17 57 83 23,718 16,055 13,159 Portugal 183 161 123 1,685 972 812 1,868 1,133 935 Poland 106 93 19 106 93 19 Morocco 17 14 11 17 14 11 United Kingdom 214 77 30 214 77 30 Germany 286 66 32 286 66 32 France 218 62 28 218 62 28 Angola 30 105 112 30 103 112 Share of profit/(loss) accounted for using the equity method ** 42 43 145 42 43 145 Other 30 21 21 1 7 8 31 28 28 TOTAL ORDINARY INCOME 24,790 16,492 13,339 1,686 979 820 89 205 340 26,565 17,676 14,499

(*) Correspond to the following headings of CaixaBank Group's public statement of profit or loss calculated pursuant to Bank of Spain Circular 5/2014:

  1. Fee and commission income

  2. Gains/(losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net

  3. Gains/(losses) on financial assets and liabilities held for trading, net

  4. Gains/(losses) on assets not designated for trading compulsorily measured at fair value through profit or loss, net

  5. Gains/(losses) on financial assets and liabilities designated at fair value through profit or loss, net

  6. Gains/(losses) from hedge accounting, net

  7. Other operating income 11. Income from assets under insurance and reinsurance contracts

(**) of international associates and others. Mainly corresponds to the share of profit/(loss) of international associates accounted for using the equity method, primarily Erste Group Bank (Austria, until November 2021) and Banco Comercial e de Investimento (Mozambique).

1. Interest income

2. Dividend income

3. Share of profit/(loss) of entities accounted for using the equity method

■ Full-time workforce by country

The full-time workforce by country is as follows:

Full-time workforce by country

31-12-2023 31-12-2022 31-12-2021
Spain 40,174 39,825 44,912
Portugal 4,441 4,570 4,649
Poland 24 21 21
Morocco 29 29 28
United Kingdom 28 25 18
Germany 25 18 14
France 27 23 14
Switzerland 9 17 16
Other countries - Representative offices 106 97 90
TOTAL FULL-TIME WORKFORCE 44,863 44,625 49,762

■ Gross profit/(loss) before tax

Gross profit before tax on a consolidated basis in 2023 amounted to EUR 6,924 million (EUR 4,320 million and EUR 5,315 million in 2022 restated and 2021, respectively), which includes ordinary income from the branches detailed in b) above.

■ Income tax

Profit taxes paid or refunded in the year in each jurisdiction include tax instalments and withholding taxes paid. Refunds collected for income tax from previous years are also considered. In addition, the results of the settlements for tax assessments paid during the year are included.

The amount of cash payments and refunds of corporate income tax does not correspond to the amount of the income tax expense recognised in the consolidated income statement. The amount of the payments includes the instalments and withholdings paid on the profit for the year. However, the refunds are not directly linked to the profit for the year since they correspond to profits earned in previous years minus the corresponding instalments and withholdings. The income tax expense recognised in the consolidated income statement if it is directly related to the profit before tax for the current financial year.

The net income tax expense recognised on consolidated profit in 2023 amounted to EUR 2,108 million (EUR 1,189 million and EUR 88 million in 2022 and 2021, respectively), as shown in the consolidated statement of profit or loss.

A total of EUR 1,157 million of income tax payments were made in 2023, mainly relating to payments of EUR 1,041 million in Spain, EUR 69 million in Portugal, EUR 13 million in the United Kingdom, EUR 15 million in France, EUR 14 million in Germany, EUR 2 million in Poland and EUR 3 million in Morocco. The refund for advance payments on account of corporate income tax for previous years amounted to EUR 1,098 million in Spain. In addition, EUR 373 million of the current year's bank levy was paid in Spain, resulting in a total of EUR 1,414 million in payments for 2023.

■ Grants and public aid received

In 2023, the Group received the following grants and public aid:

  • A grant from the Ministry of Industry, Energy and Tourism, through the department of shipbuilding, for EUR 10.1 million in aid for shipbuilding.
  • A grant from the State Foundation for Training in Employment (FEFE) for meeting certain conditions required in employee training courses, for an amount of EUR 3,7 million.
  • A grant from Spanish regional governments for the installation of ATMs in certain areas, amounting to €1 million.

In 2022, the Group received the following grants and public aid:

  • A grant from the Ministry of Industry, Energy and Tourism, through the department of shipbuilding, for EUR 9.7 million in aid for shipbuilding.17 million euros.
  • A grant from the State Foundation for Training in Employment (FEFE) for meeting certain conditions required in employee training courses, for an amount of EUR 3,7 million.
  • A grant from Spanish regional governments for the installation of ATMs in certain areas, amounting to €1 million.

■ Indicators and ratios

The relevant indicators and ratios are shown in section "08 Shareholders and Investors - Changes in profit/(loss)" of the 2023 Management Report. The return on assets in 2023, calculated as net profit (adjusted to reflect the amount of the Additional Tier 1 coupon, after tax, reported in equity) divided by average total assets over the last twelve months, was 0.7% (0.4% in 2022 and 0.8% in 2021) (0.3% not considering the extraordinary assets of the merger).

17 The information relating to 2022 has been restated to align it with the cash basis used in 2023.

2023

Consolidated Management Report

Contents

_ 01

Our Identity

Presentation of the CaixaBank Group _PAGE. 11
Impact on society _PAGE. 12
CaixaBank in 2023 _PAGE. 13
Significant events in the year _PAGE. 18
Alliances and affiliations _PAGE. 19

_03

Corporate governance

Corporate Governance _PAGE. 56
Sustainability governance _PAGE. 142
Ethical and responsible behaviour _PAGE. 150

Risk management Risk management _PAGE. 177 Reputation _PAGE. 201

Value creation model

Business model _PAGE. 204 Sustainable business _PAGE. 236 Technology and digitisation _PAGE. 273

_06 Customers

PAGE. 56
PAGE. 142
PAGE. 150
Our customers _PAGE. 280
Customer experience _PAGE. 283
Transparent and responsible
marketing
_PAGE. 288
Dialogue with customers _PAGE. 290
Privacy and personal data protection _PAGE. 296
Cybersecurity _PAGE. 298

People and culture

_07

Corporate Culture _PAGE. 309
Diversity and equal opportunity _PAGE. 313
Professional development and pay _PAGE. 326
Employee experience _PAGE. 341
Dialogue with employees _PAGE. 358

_08

Shareholders and Investors

Key Group figures _PAGE.
361
Profits and earnings performance 362
_PAGE.
Business performance _PAGE.
378
Liquidity and financing structure _PAGE.
381
Capital management 383
_PAGE.
Ratings _PAGE.
385
Shareholder returns 386
_PAGE.
Dialogue with shareholders and
investors
_PAGE.
387

Society

Financial inclusion _PAGE.
391
Social action _PAGE.
422
Managing suppliers _PAGE.
431
Dialogue with Society _PAGE.
436

_10

Environment and climate

Environmental and climate strategy _PAGE.
440
Green Bonds 442
_PAGE.
Climate change _PAGE.
445
Nature _PAGE.
456
Environmental management plan _PAGE.
459

NFIS

Law 11/2018 and Taxonomy 470
Regulation, Table of contents _PAGE.
Taxonomy Regulation (EU) 2020/852 _PAGE.
and Delegated Acts 477
Global Reporting Initiative _PAGE.
(GRI) 555
Sustainability Accounting Standards
Board
(SASB)
_PAGE.
566
Task Force on Climate-related Financial _PAGE.
Disclosures (TCFD) 570
United Nations Environment _PAGE.
Programme Finance Initiative (UNEP FI) 576
Sustainable Development Goals 614
_PAGE.

_12

Glossary and Group structure

Criteria and scope of the report _PAGE.
620
Non-financial information _PAGE.
621
Financial information 627
_PAGE.
Group Structure _PAGE.
630
Pias _PAGE. 642

Annexes

Independent verification reports

Annual Report on Corporate Governance

Annual Report on Remuneration of Directors

Legal Notice

This document is intended exclusively for informational purposes and does not aim to provide financial advice or constitute an offer or invitation to sell, exchange, or acquire any type of security or any financial service or product of CaixaBank, S.A. (hereinafter, "CaixaBank" or "the Company") or of any other company mentioned herein. The information contained herein is subject to, and must be used as supplementary to, all other publicly information available. The information refers to the CaixaBank Group; when the data or information has a different scope, this circumstance will be specified. Anyone who purchases a security at any time must do so solely on the basis of their own judgment or the suitability of the security for their own purposes, and exclusively on the basis of the public information set out in the public documentation drawn up and registered by the issuer in the context of this specific information, availing themselves of advice if they consider this necessary or appropriate in accordance with the circumstances, and not on the basis of the information set out in this document.

CaixaBank wishes to emphasise that this document may contain statements relating to projections or estimates in respect of future business or returns, particularly in relation to financial information and non-financial information regarding the CaixaBank Group, such as ESG performance targets, which has been prepared primarily on the basis of estimates made by the Company. Take into account that these estimates represent our expectations in relation to the evolution of our business, so there may be different risks, uncertainties and other relevant factors that can cause a change that substantially differs from our expectations. These variables include market conditions, macroeconomic factors, regulatory and government requirements; fluctuations in national or international stock markets or in interest and exchange rates; changes in the financial position of our customers, debtors or counterparties; and well as our capacity to meet the expectations or obligations in ESG matters, which may depend mainly on third-party actions, such as our decarbonisation objectives, etc. These risk factors, together with any others mentioned in past or future reports, could adversely affect our business and its performance or the achievement of future targets, including those related to the ESG performance. Other unknown or unpredictable variables, or when there is uncertainty as to their evolution and/or potential impacts, may cause the results to differ materially from those described in the forecasts and estimates.

Past financial statements and previous growth rates are no guarantee of the future performance, results or price of shares (including earnings per share). Nothing contained in this document should be construed as constituting a forecast of future results or profit. Furthermore, this document was drawn up on the basis of the accounting records held by CaixaBank and, where applicable, the other Group companies, and includes certain adjustments and reclassifications to apply the principles and criteria operated by the CaixaBank Group companies on a consistent basis with those of CaixaBank. Therefore, the data contained in this presentation may not coincide in some aspects with the financial information published by any of the CaixaBank Group companies.

The Statement of Profit & Loss and the consolidated balance sheet and the corresponding breakdowns of those statements provided in this report, are presented under management criteria, but have still been prepared in accordance with International Financial Reporting Standards (IFRS-EU) as adopted by the European Union under the terms of Regulation 1606/2002 of the European Parliament and of the Council of 19 July 2002, as subsequently modified. In preparing these statements, Circular 4/2017 of the Bank of Spain of 6 December, as subsequently modified, has also been taken into due account in that it adapts IFRS-EU to Spanish credit institutions.

This document features data supplied by third parties generally considered to be reliable information sources. However, the accuracy of the data has not been verified. With respect to data provided by third parties, neither CaixaBank nor any of its administrators, directors or employees substantiates or represents, either expressly or impliedly, that such content is accurate, precise, comprehensive or complete and is under no obligation to keep such content up to date or to correct such content in the event of any inaccuracy, error or omission. Moreover, in reproducing these contents via any medium, CaixaBank may introduce any changes it deems suitable and may partially or completely omit any portions of this presentation it chooses. CaixaBank assumes no liability for any discrepancies with this version. The contents of this disclaimer should be taken into account by any persons or entities that may have to take decisions or prepare or share opinions relating to securities issued by CaixaBank, including, in particular, decisions reached by the analysts and investors that rely on this presentation.

All such parties are urged to consult the public documentation and information CaixaBank submits to the Spanish securities market regulator (CNMV - Comisión Nacional del Mercado de Valores). Be advised that this document contains unaudited financial information.

In addition to the financial information prepared in accordance with IFRS, this report contains a number of the Alternative Performance Measures (APMs) set out in the Guidelines on Alternative Performance Measures published by the European Securities and Markets Authority on 5 October 2015 (ESMA/2015/1415) ("the ESMA Guidelines") so as to provide a clearer picture of the Company's financial performance and situation. Please be advised that these APMs have not been audited. These measures are considered additional disclosures and in no case replace the financial information prepared under IFRSs. Moreover, the way CaixaBank Group defines and calculates these measures may differ to the way similar measures are calculated by other companies. As such, they may not be comparable. Please refer to the "Glossary" section of the document for details of the APMs used. The report also provides a reconciliation between certain management indicators and the indicators presented in the consolidated financial statements prepared under IFRS. The Group has applied IFRS 17: "Insurance Contracts" and IFRS 9: "Financial Instruments" to the assets and liabilities under the insurance business as of 1 January 2023 and hence the income statement for the fiscal year 2022 and the balance sheet at 31 December 2022 have been restated for comparative purposes. The Group has also considered the IFRS 9 requirements, an accounting standard that it had already been applying to recognise and measure its financial assets and liabilities in its banking business.

The content of this document is regulated by the Spanish legislation applicable at the time of its drafting, and it is not intended for any natural or legal persons located in any other jurisdiction. For this reason, it does not necessarily comply with the regulations or legal requirements that apply in other jurisdictions.

Without prejudice to any applicable legal requirements or limitations imposed by CaixaBank, any use or exploitation of the contents of this document, as well as the use of the symbols, marks and logos contained therein, is expressly prohibited. This prohibition extends to any form of reproduction, distribution, transfer to third parties, public dissemination and transformation, by means of any medium, for commercial purposes, without the prior and express authorisation of CaixaBank and/or other respective owners of the presentation. Failure to observe this prohibition may constitute a legal infraction sanctionable under prevailing legislation.

Figures are presented in millions of euros unless the use of another monetary unit is stated explicitly, and may be expressed as either million euros, €MM or € million.

2023 Consolidated Management Report

Letter from the Chairman

José Ignacio Goirigolzarri Chairman 2023 has been an extraordinarily complex year, both internationally and in the economic realm.

The crises we have experienced in recent years have led to a profound transformation in our global environment. The pandemic, the war in Ukraine, the energy crisis or the latest Middle East war are triggering profound economic and geopolitical changes that are still highly uncertain.

These events, in addition to accelerating underlying trends such as digitisation, have uncovered the limitations of a globalisation based on supply chains and energy dependencies without geographical or political constraints. Consequently, trade relations are being redesigned based not only on classic factors, such as efficiency or growth, but also on geopolitical risk and safety. And this has very profound implications not only for countries, but also for companies.

In the economic realm, 2023 began with great uncertainty and clear downside risks, due primarily to the high prices of energy and commodities, which even threatened to result in electricity cuts in some countries.

In the end, the year clearly turned out to be more positive than expected. The rapid reaction of European countries to find alternative sources of energy supplies, as well as the reaction of governments to minimise the impact of inflation on the most vulnerable sectors of society, helped Western economies to steer well clear of the outlook that was being forecast at the start of the year.

The Spanish economy exceeded the initial expectations throughout the year. In our case, both the effects of lower energy prices and the significant growth in exports have been key factors in the resilience showed by labour market.

And all this has contributed to the fact that our economy behaved not only better than expected at the start of the year, but also better than in neighbouring countries, closing out the year with a growth of 2.5%.

In the medium term, the risks we face remain highly significant. On top of that, we are entering a year in which nearly 50% of the world's population is being called upon to cast votes in elections, the results of which will undoubtedly have significant geopolitical and economic implications.

Given this general framework, we at CaixaBank are reasonably optimistic about the performance of our economy in 2024, a year in which the growth figures will likely increase, driven by a progressive reduction in inflation, greater access to European recovery funds and the first steps toward a less restrictive monetary policy.

From the point of view of our bank, 2023 was the second year of our 2022-24 Strategic Plan. A plan that we shared with the market in early 2022 and that set the priorities that should guide us in the near future, with the ultimate goal of engaging closely with our customers and society as a whole, and thus keep contributing to our country's growth and well-being.

Throughout 2023, CaixaBank continued to support its customers, companies and families, financing their projects and managing their savings.

This engagement translates into a commitment to finance companies and families, and an improvement in our share of long-term savings products. Engagement with the territory, with the country's largest network of branches and ATMs, and a commitment not to abandon municipalities. A closer relationship with the most vulnerable social groups, in which we can have a greater social impact through MicroBank initiatives.

In short, a way of banking we are very proud of, and which has helped us, another year, to show great commercial dynamism, allowing us in a general context of high uncertainty to increase our business volume to 974,382 million euros, where the 3.1% increase in customer-managed resources is particularly noteworthy.

This outstanding commercial performance has been complemented with an excellent risk management, which has led to a reduction of 1.6% of our nonperforming loans and, in turn, contributed to maintaining a stable NPL ratio at 2.7%.

This has all contributed to achieving an attributable profit of €4,816 million, versus €3,129 million obtained in the previous year, which represents a growth of 53.9%.

These results, together with our proven capacity to generate organic capital, which in 2023 reached 201 basis points, have led the Board of Directors to propose to the Annual General Meeting the distribution of a dividend for approximately €2,890 million, equivalent to 60% of the annual attributable profit.

We are facing the future with optimism and great determination.

CaixaBank is currently a more solid, more profitable bank with a greater capacity to finance companies and families. We have a great team, a well-defined strategy, and, above all, we enjoy the confidence of our over 20 million customers.

Our objective is to continue supporting society, families and companies, because this is, without a doubt, the best contribution that CaixaBank can make to drive progress and development in our society.

And we want to achieve this be means of a different model of banking, stemming from our foundational origins and materialised through our vocation of service with a clear objective, which is being very close to our customers and society as a whole.

Letter from the CEO

2023 Consolidated

Management Report

Gonzalo Gortazar Rotaeche CEO

Following the integration with Bankia and assisted by the interest rate normalisation process, 2023 has been the year of recovering a reasonable return in all business activities. In a highly demanding operational and competitive environment, at CaixaBank we have wrapped up an excellent year in terms of commercial activity, credit quality and financial strength.

With regard to savings management, the rise in customer funds by €19,030 million (+3.1%), supported again by the growth of assets under management and the insurance activity, both areas of strength in the CaixaBank Group, stood out.

The insurance business also performed excellently, showing a growth of 7% in the volume of general and life-risk insurance premiums. The general insurance branch continues to show great dynamism and potential for growth.

As for the lending activity, following high growth in 2022, the portfolio has shown resilience, with a positive performance in financing companies and household consumption, which grew by around 2%, whereas the mortgage portfolio contracted 5%, reflecting the lower market demand.

With regard to the results, the year's intense commercial activity and the normalisation of interest rates has led to an increase in total revenue of 28.3%, reaching €14,231 million, and a significant rise in the cost-to-income ratio to 40.9% (-9.3 percentage points). The Group's attributable profit reached €4,816 million, up 54% with respect to 2022, which

represents a return on equity of 13.2%, thus ending a prolonged period of low returns conditioned by negative interest rates.

Financial strength has remained one of the CaixaBank Group's signs of identity and priorities. On the one hand, the asset quality stands out, with historically low NPL levels, maintaining last year's 2.7%, below market levels, with an excellent coverage level (73%) and a contained cost of risk (0.28%). On the other hand, the CET1 capital ratio stands at 12.4% (387 basis points), that is, more than €8,800 million above minimum requirements, and liquidity remains at very comfortable levels, exceeding €160,000 million, even after the full repayment of the TLTRO balance drawn.

The increased returns and financial strength has enabled us to propose the distribution of a dividend of €2,890 million, that is, 60% of profit for the year, which involves a 70% increase of the cash dividend per share. We have also announced our intention to initiate a third share buy-back programme in 2024, which, once approved by the supervisor, would add to the programmes already carried out in 2022 and 2023. Furthermore, we have increased the forecast to generate available capital to distribute in the 2022- 2024 period to €12,000 million (vs. €9,000 million forecast at the beginning of the current Strategic Plan). Having the widest range of financial and insurance services on the market allows us to offer the best solution to each customer profile.

Solutions that we will continue to evolve with the aim of achieving maximum added value and offering a quality service to our more than 20 million customers in Spain and Portugal. To that end, we have continued to make progress in specialising by segments and in the different service models, investing in technology and digitisation to remain close to our customers and anticipate their financial needs and habits.

With regard to sustainability, we have made progress in our commitment to the energy transition. In the last two years we have mobilised more than €50,800 million in sustainable finance, which adds up to 79% of the target for 2022-2024. As a founding member of the Net Zero Banking Alliance, we have taken on the commitment to gradually reduce financing to companies linked to thermal coal until its complete phase out in 2030, as well as other specific decarbonisation targets for the automotive and iron and steel sectors, which add to those already established in 2022 for the oil & gas and electricity sectors.

We remain firmly committed to the United Nations Global Compact and are included in the main international sustainability indices, with high ratings. The Group's asset management companies, CaixaBank Asset Management and BPI Gestão de Ativos, and our insurance firm, VidaCaixa, have obtained the highest rating in the United Nations' Principles for Responsible Investment (PRI).

We ended 2023 capitalising on the scale and competitive position achieved with the merger and advancing in the targets set out in our Strategic Plan. We have started 2024 with eagerness, confidence and ambition. Eagerness to continue offering our customers the best service, confidence in the strength of our business model and ambition to continue growing and supporting society. We are doing so guided by our long-standing corporate values and with the support of our great workforce, which is our main asset and our best source of inspiration.

01. Our Identity

  • Presentation of the CaixaBank Group [PAGE 11]

  • CaixaBank in 2022 [PAGE 13]

    • Customers [PAGE 13]

    • Shareholders and Investors [PAGE 14]

    • People and culture [PAGE 15]

    • Society [PAGE 16]

    • Environment and Climate [PAGE 17]

  • Significant events in the year [PAGE 18]

  • Alliances and affiliations [PAGE 10]

2023 Consolidated Management Report

Presentation of the CaixaBank Group

CaixaBank is a financial group with a socially-responsible model of universal banking and long-term vision, based on quality, close relationships and specialisation,

offering a value proposition of products and services adapted for each segment, adopting innovation as a strategic challenge and a distinguishing feature of its corporate culture, and whose leading position in retail banking in Spain and Portugal makes it a key player in supporting sustainable economic growth.

CaixaBank, S.A. is the parent company of a group of financial services whose shares are traded on the stock exchanges of Barcelona, Madrid, Valencia and Bilbao, and on the continuous market, forming part of the IBEX 35 since 2011. It is also listed on the Euro Stoxx Banks Price EUR, the MSCI Europe, and the MSCI Pan-Euro.

Impact on Society

CaixaBank offers its customers the best tools and expert advice to make decisions and develop habits that form the basis of financial well-being and enable them to appropriately plan to meet recurring expenses, cover unforeseen events, maintain their purchasing power during retirement or to turn their dreams and projects into reality.

We do so by:

being close to people for everything that matters

We do this with:

  • Specialised advice.

  • Personal finance simulation and monitoring tools.

  • Comfortable and secure payment methods.

  • A broad range of savings, pension and insurance products.

  • Responsibly-granted loans.

  • Overseeing the security of our customers' personal information.

We contribute to the progress of society

  • Effectively and prudently channelling savings and financing, and guaranteeing an efficient and secure payment system.

  • By fostering financial inclusion and education; environmental sustainability; support for diversity; housing aid programmes; and promoting corporate voluntary work.

  • And, of course, through our collaboration with the Obra Social (social work) of the "la Caixa" Foundation, whose budget is partly nourished through the dividends that CriteriaCaixa earns from its share in CaixaBank. A major part of this budget is funnelled into identified local needs through the CaixaBank branch network in Spain and BPI in Portugal.

Besides contributing to our customers' financial wellbeing, our aim is to support the progress of the whole of society

We are a deeply-rooted retail bank in all areas in which we work and, for this reason, we feel a part of the progress of the communities where we do business.

CaixaBank in 2023

Customers

#1 Bank in Spain with a strong position in Portugal.
20.1 M

of customers
18.2 M

in Spain
1.9 M

In Portugal
€607,167 M

Of total assets
€630,330 M

Customer funds
€354,098 M

Loans and advances to
customers, gross
Omnichannel platform, constantly fostering innovation
3,876

branches in Spain and 11,335 ATMs
2 M

Heavy Users1
in Spain
92%

Spanish citizens with a branch in their
municipality
11.5 M
digital customers in Spain
315 0.9 M

→ Branches in Portugal and 1,259 ATMs → digital customers in Portugal

1 Customers with more than 130 days with connection to digital channels for 6 months. 2 Data as at November 2023.

3 Market share aggregating investment funds, pension plans and savings insurance. The latter corresponding to sector data, estimated based on the change in total life insurance.

Market share

_Spain
23.5%

loans to
households and
businesses
24.8%

mortgage credit
23.5%

loans to
businesses
29.3%

long-term savings
share3
24.7%

household and
business deposits
23.6%

investment funds
34.0%

pension plans
36.5%

savings insurance
_Portugal 2
11.7%

loans to households and
businesses
14.4%

mortgages
11.3%
loans to businesses
12.9%

life-risk insurance
10.5%

deposits
15.6%

household and business
investment funds
CaixaBank

Best Bank in Spain 2023

World's leading bank in ESG loans 2023

Best Digital Bank for Private Banking in Spain 2023

BPI

Best Bank in Portugal 2022 Euromoney

2023 Mark of Excellence by Superbrands

-

Shareholders and Investors

Creating shareholder value

60% €0.3919

Cash pay-out in 20231

Dividend per share1
50-60%
During 2023, the share buyback programme

Target cash pay-out in 20242
was carried out to the value of €500M3

1 Dividend charged against 2023 profits agreed by the Board of Directors, to be proposed at next AGM. Equivalent to 60% of the pay-out on the net attributable profit.

2 Cash payout target as per 2024 dividend plan agreed by the Board of Directors.

3 At 31 December 2023, the amount executed was €495 M.

Growth in result quality

€4,816 M €15,137 M

  • → Attributable profit +53.9% with respect to 2022 profit.
  • → Core Income +31.6%

Balance sheet strength

12.4% 2.7%

→ CET1 → Non-performing loan ratio

Improvement in profitability and cost-to-income

Ample liquidity

€160,204 M 215%

  • → Total liquid assets → Liquidity Coverage Ratio (specific)

People and culture

44,863 56.3% 43.7%
CaixaBank Group employees women men
99.6% 46.4 years 18.5 years
Indefinite contracts average age average time at the company

Commitment to diversity

43.0% 1.1% 593 Of women in managerial positions1

gender pay gap employees with

disability

CaixaBank has been ranked third in the Bloomberg Gender Equality Index.

CaixaBank has renewed its Family-Responsible Company (frc) certification for the thirteenth consecutive year in 2023, keeping its Level of Excellence A certification.

Family-Friendly Company Certificate (FFC), maintaining the A Level of excellence.

1 From lower management in A and B branches. Scope CaixaBank, S.A.

Committed to training and talent attraction

66.1 Hours €15.1 m

- → of training per employee → On investment in training

Top Employer

CaixaBank awarded the "Top Employer Spain 2024" seal.

Fomento de Salud y Bienestar

In 2023 CaixaBank obtained the AENOR Healthy Organisation certification.

Society

Contribution to GDP

1.16% CaixaBank (Spain)

€16,897 M

→ direct and indirect contribution to Spanish GDP

16%

→ Gross added value of CaixaBank in the financial and insurance sector

€1,444 M

→ direct and indirect contribution to Portuguese GDP

9%

→ Gross added value of BPI in the financial and insurance sector

Financing and investment with impact

€5,000 M

0.54%

BPI (Portugal)

→ Of own social bonds issued since 2019

> €63,459 M

→ Assets under management with a high sustainability rating according to SFDR in Spain and Portugal (articles 8 and 9)4

Taxes paid, third-party tax collection and other contributions

€1,903 M €2,036 M €809 M → Taxes paid → Third-party taxes collected2 → Other contributions3

Boost to economic activity

68,929 7,878

→ Spain → Portugal

Job positions generated through the multiplier effect of purchases from suppliers1

€1,383 M 252,149

  • → In microcredits and other financing with social impact MicroBank beneficiaries
    • (accumulated 2022-2023)

Committed to society

Committed to vulnerable groups

  • Commitment to providing personalised services to Senior citizens.

  • No abandonment of municipalities. ≈360,000 customers with insertion, social and vulnerable basic payment accounts.

1 CaixaBank Research, based on the value of CaixaBank, Spanish GDP and employment according to National Accounting and productivity figures per worker and based on the input/output tables of the National Statistics Institute (INE) with 4th-quarter data. 2 Taxes payable by third parties arising from their economic relationship with CaixaBank.

3 Contribution to the Deposit Guarantee Fund, Extraordinary contribution to the banking sector (Portugal), Contribution to the Single Resolution Fund and Financial Contribution monetisable DTAs.

4 Includes investment funds, pension funds, EPSV and Unit Linked, and under article 8 and 9 of the SFDR regulation.

2023 Consolidated Management Report

Environment and Climate

Mobilising sustainable finance

In Spain


€64,000 M
€64,000 M

2022-2024 SP Objective
€50,813 M

€50,813 M

Mobilised since January 2022

€27,230 M in 2023
€27,230 M
€45,729 M €5,083 M €23,583 M

Sustainable
financing

Sustainable
intermediation

€25,096 M in 2023

€2,133 M in 2023
Mobilised 2022-2023
SP Objective 2022-2024

And in Portugal

TARGET €4,000 M mobilised (2022-2024)

Renowned for its commitment

Refinitiv LSEG recognises CaixaBank in its league table as:

1st -
First bank in 2023 EMEA Sustainable Finance Loan -
Top Tier.
6th -
Sixth bank in 2023
Global Sustainable Finance Loan -
Top Tier.
Global Finance
recognised CaixaBank as Best Bank in the World in
ESG Related Loans 2023
Euromoney
recognised CaixaBank as the
Best Bank for ESG 2023.

Transition to a carbon-neutral economy

In 2021, CaixaBank joined the Net Zero Banking Alliance (NZBA)

In 2022, VidaCaixa joined the Net Zero Asset Owner Alliance (NZAOA)

Publication of intermediate decarbonisation targets within the framework of the NZBA:

Electric Oil & Gas Coal phase out Automation Iron and steel
---------- ----------- ---------------- ------------ ----------------

Implementation of environmental efficiency measures in accordance with the requirements of internationally renowned standards

<-- PDF CHUNK SEPARATOR -->

Significant events in the year

Spain' for the third consecutive year by Euromoney.

JANUARY FEBRUARY MARCH APRIL MAY
First issuance of debt on the
US market, for €1,250
million in the form of senior
non-preferred debt.
Launch of the Sustainability
Training Plan aimed at the
entire staff.
Reinforcement of the capital
position with a €750 million
issue of contingent
convertible preferred
securities
Launch of a new edition of
the "Women in Business
Awards" and the talent
programme for young
graduates "New Graduates
Program".

CaixaBank has 13,968
Issuance of the first social
participants in the "Social
bond for €1,000 million.
Month" supporting
volunteers and social
entities.
CaixaBank, the world's third
highest-ranking company in
gender equality according
to Bloomberg.
A plan to support the main
NGOs that are actively
working on emergency
actions for the earthquakes
in Turkey and Syria has
been launched.
Euromoney recognises
CaixaBank as the "Best
Private Bank in Spain" in
2023.
CaixaBank, leader in digital
banking in Spain, according
to GfK DAM.
JUNE
JULY
SEPTEMBER

OCTOBER

NOVEMBER

DECEMBER
  • → Collaboration with the European Central Bank in an experimental exercise to develop a prototype of immediate payments with the digital euro. → 'Best Bank in
  • → Global Finance acknowledges CaixaBank for its global leadership in ESG loans and for its support to society in Western Europe.

→ Launch of the share

buy-back programme for a maximum amount of €500 million.

→ Boost of mobile branches with new routes.

  • → A plan is presented to promote the green transition of companies.
    • → CaixaBank and Microsoft recognise Spain's best female STEM students through the WONNOW Awards.
  • → Disclosure of decarbonisation targets by 2030 of two new sectors: Automotive and Iron and steel.

→ CaixaBank receives the Seres Award for its "Senior Commitment Programme",

  • → CaixaBank is among the world's most sustainable banks according to the Dow Jones Sustainability Index.
  • → CaixaBank and ONCE improve the Bank's accessibility of touch POS terminals for blind people.
  • → Creation of a cross-cutting team of more than 100 people to analyse and develop applications with Generative Artificial Intelligence.

Alliances and affiliations

> CROSS-CUTTING SUSTAINABILITY ASPECTS

Explanatory note: In brackets, CaixaBank's adhesion date or, where applicable, the subsidiaries'. 1 Bankia membership, integrated into CaixaBank

> ENVIRONMENT AND CLIMATE



Commitment to achieve
neutral greenhouse gas
emissions in credit and
investment portfolios by the
deadline of 2050 (2021).

An initiative driven by the
United Nations and PRI
involving the commitment
to transition its portfolios
towards net zero
greenhouse gases
emissions in 2050.
VidaCaixa (2022).
Financial Stability Board
initiative that encourages
the disclosure of climate
related risks of companies
(2018).

Partnership of financial
institutions to develop and
implement a methodology
for measuring and reporting
greenhouse gas emissions
associated with loans and
investments (2021).

Commitment to apply a
voluntary management
framework for determining,
assessing and managing
social and environmental
risks in project financing
(2007).
Framework established by
the Global Maritime Forum
for assessing and
disseminating the climate
alignment of maritime
transport financing
portfolios (2022).


Promoted by Climate
Aligned Finance Standard
for the Aviation Sector, so
financial institutions can
measure and disclose the
climate alignment of their
aviation loans (2024).

Initiate for a collaborative
dialogue promoted by PRI
that seeks to promote the
goals of the Kunming
Montreal World Biodiversity
Framework CaixaBank AM
and VidaCaixa (2023).
Initiative to foster dialogue
with companies around the
globe with high greenhouse
emission levels (2018).
VidaCaixa and CABK AM
(2018).

Promotes economic growth
linked to a low-carbon
economy through
collaboration between the
public and private sectors
(2016).

Chair to promote innovation
and sustainability in the
agribusiness industry
(2016).
Promotes and develops
renewable green hydrogen
production as a driver of
decarbonisation with the
aim of achieving the
European Union's climate
targets (2021).
> GOVERNANCE


Alliance of companies that
acts as a reference cluster,
with public and private
collaboration, and that
analyses the cost of
economic and social
opportunity of gender gaps
(2021).

Women Empowerment
Principles promoted by the
UN, involving the public
commitment of aligning
policies towards progress in
gender equality. CaixaBank
(2013) and BPI (2021).
Target gender equality,
promoted by the Global
Compact with the aim of
increasing the
representation of women
on boards of directors and
in executive management
positions (2020).

Spanish non-profit
association that promotes
an inclusive and respectful
environment with LGTBI
diversity in the workplace.
CaixaBank (2022).
International partnership to
unify the global response
against cybercrime, of which
CaixaBank is a co-founder
(2013).
We apply
principles/guides
We participate in
Related objectives
working groups
established
Founding members, promoters and/or
representatives in governing bodies
Collaborative
dialogues
Explanatory note: In brackets, CaixaBank's adhesion date or, where applicable, the subsidiaries'.

> SOCIAL

→ Partnership with the "la Caixa", the first Social Action Project in Spain and one of

the largest in the world.

→ Initiative to promote better health and financial inclusion of customers and society in general (2021).

Collective Commitment to Financial Health and Inclusion

Advanced, collaborative dialogue initiative promoted by PRI to act and influence companies and other institutions to act on human and social rights. CaixaBank AM and VidaCaixa (2022).

> OTHER ALLIANCES AND AFFILIATIONS

principles/guides

We participate in working groups

Explanatory note: In brackets, CaixaBank's adhesion date or, where applicable, the subsidiaries'.

Related objectives established

Founding members, promoters and/or representatives in governing bodies

Collaborative dialogues

02. Corporate strategy and materiality

  • Environment [PAGE 23]

    • Economic environment [PAGE 23]

    • Regulatory environment [PAGE 26]

    • Social, technological and competitive context [PAGE 29]

    • Risks and opportunities for banking activity [PAGE 14]

  • Materiality [PAGE 16]

    • Phases of materiality analysis and identification of relevant aspects [PAGE 17 ]

    • Materiality matrix by topic [PAGE 41 ]

  • Strategy [PAGE 44 ]

    • 2022 –2024 Strategic Plan [PAGE 44 ]

    • Materiality and strategy [PAGE 30 ]

    • Sustainability strategy [PAGE 31 ]

Environment

Economic environment

Evolution in global economy and eurozone

The performance of the international economy in 2023 was characterised by three in 2023

Firstly, economic activity slowed less than feared at the close of 2022, underpinned by robust labour markets, the easing of the energy crisis, a remarkable resilience of economic confidence, and tailwinds such as the normalisation of bottlenecks in the wake of the pandemic, the lifting of restrictions in China and the definitive post-pandemic revival.

Secondly, inflation fell steadily decreasing in all major international economies. However, the drop was much sharper in the headline price index, index, due to the correction in energy inflation, while underlying price pressures eased more moderately.

In that context, and as the third major dynamic of the year, the major central banks continued the process of tightening financial conditions that began in 2022. In the first stretch of 2023, they continued to hike interest rates until they reached levels considered sufficiently restrictive. And in a second phase, having reached the peak in rates, they halted the increases stopped, but stepped up their intention to sustain these restrictive levels for a prolonged period of time until inflation was on a path towards the central banks' target. Thus, the Fed's rates, with a cumulative rise of 100 bp in the year, peaked at 5.25%-5.50%, and the ECB rate, with a rise of 200 bp, reached 4.00% for depo and 4.50% for refi. All this happened in a year in which inflation managed to end near to 3% in both regions, down substantially from its highs, but clearly above the 2% target.

Overall all economic activity is estimated to have grown by a little less than 3% in 2023, with some fluctuation throughout the year and with some variation among different zones. While the eurozone's economic activity showed a marked sluggishness and, in China, the initial reactivation following the lifting of restrictions gradually gave way to indicators below expectations, which added to the persistent difficulties in its real estate sector, the US showed notable resistance mainly due to consumption, supported by a robust labour market.

The eurozone's economic activity showed a marked sluggishness in 2023

In such an environment of tight monetary conditions and weak external demand, the world's major economies can be expected to display subdued dynamism in the early part of 2024 months. Thus, after a few quarters of relative stagnation, a gradual re-energization is expected over the course of 2024, boosted by a rebound in household purchasing power and less headwinds, such as the correction of the overstocking of inventories that has weighed on the industry.

The eurozone economy was considerably weaker in 2023, suffering from the impact of monetary tightening and the significant loss of competitiveness of the most energy intensive industries. Following a slight GDP growth in the first half of the year (0.1% quarter-on-quarter), GDP fell back 0.1% in the third quarter and stagnated in the last quarter. A sustained rebound in activity is not expected until well into 2024. Activity was negatively affected by a declining industrial sector in recession since the outbreak of the war in Ukraine in February 2022, while the services sector lost steam and could no longer sustain the growth of the economy as a whole on its own. With regard to the energy crisis triggered by the outbreak of the war in Ukraine in 2022, the worst-case scenarios suggesting supply security risks did not materialise and gas prices recorded a sharp correction, albeit still at levels almost twice as high as before the war broke out in Ukraine.

The outlook for 2024 has weakened sharply and we anticipate GDP growth in the eurozone similar to 2023 (0.5%); a result conditioned by Germany's struggles to overcome the recession in 2023; and the lack of steam in both France and Italy (both expected to grow less than 1.0%). The bright side is that the labour market continued to generate employment, albeit at a slower pace, which, together with the savings accumulated by households, gives confidence that consumption will once again underpin the economy once household purchasing power recovers sharply.

In this context of a cooling economy and monetary tightening, inflation dropped sustainably throughout the year, from 9.2% in December of 2022 to 2.9% at the end of 2023. The lower energy prices were one of the major tailwinds in reducing inflation, but also a moderation of the underlying pressures stood out as the indirect effects of the energy shock started to disappear, with a core inflation dropping to 3.4% in December 2023, following its maximum of 5.7% in March.

Spain and Portugal

Spain

Resilience of the Spanish economy in a highly adverse environment

In 2023 the Spanish economy showed remarkable resilience to a highly adverse environment, marked by the impact of high inflation and rising interest rates, as well as the weakness of the main trading partners. Under these circumstances, GDP growth slowed down to 2.5%, a much faster pace than the major eurozone economies, on the back of the good pace of job creation and the boost from the tourism sector, which recovered pre-pandemic levels.

One of the strongest factors behind the economy's resilience was the strength of the labour market, which saw an increase of more than half a million affiliated workers at year-end, which boosted the recovery in household income and helped to maintain the climate of confidence, allowing household consumption to take over from external demand as the driving force behind growth.

Inflation recorded a sharp correction during the year, down to 3.1% in December from 5.7% at the end of 2022, due to the lower contribution of energy and food and as the pass through of indirect effects to the rest of the basket of goods and services was completed, in an environment in which no significant second round effects were unleashed.

The housing market cooled throughout 2023 as financing conditions tightened. Transactions fell by around 9% (data to November, the latest available), albeit this drop was due to the comparison with the high volume reached in 2022 affected by the pent-up demand during the pandemic, and the annual figure of sales was high compared to prepandemic levels, standing at around six hundred thousand, well above the just over five hundred thousand in 2019. In turn, the scarcity of new development, the high growth in the number of households and foreign demand helped to prop up prices more than expected.

Going forward to 2024, GDP growth is expected to slow to 1.4%, although with a gradually easing profile over the year, and with an improvement in the external environment, real household income and the pace of implementation of NGEU funds, activity can be expected to gain traction.

Portugal

The Portuguese economy more dynamic than expected

In 2023, the Portuguese economy maintained a stronger growth rate than the eurozone's average, with GDP growth estimated at 2.3%, and registering renewed dynamism in the last quarter of the year. The pass-through of higher interest rates to household and corporate income, the absorption of the inflationary shock and the climate of heightened uncertainty had a negative impact on private consumption and investment. On a positive note, the labour market performed well, hitting record employment levels, and inflation dropped sharply, ending the year at 1.4% versus 9.6% in December 2022.

For 2024, we expect a further slowdown in economic activity early in the year, brought on by the weakness of the eurozone, before shifting to a more dynamic scenario driven by increased investments in EU funds and the recovery of the household purchasing power. We expect GDP growth for 2024 as a whole to average 1.8%.

Regulatory environment

CaixaBank shares its opinions on regulatory processes with public authorities through position papers and impact analysis documents, either at their request or on its own initiative

1 See section "Dialogue with Society"

CaixaBank takes a broad-based approach to influencing public policy, with the aim of supporting the economic development and growth of the regions in which it operates. In particular, we should emphasise the support to regulatory initiatives that strive to strengthen financial stability and support the proper performance of the European banking sector. To this end, CaixaBank participates in the regulatory and legislative processes of the financial and banking sector at national, European and global levels in order to promote a solid, consistent and coherent regulatory framework. Likewise, as a socially responsible entity, CaixaBank supports the development of a regulatory framework for sustainable finance to meet the goals of the 2030 Agenda and the Paris Agreement on Climate Change. CaixaBank wants to ensure a fair transition to a sustainable economy, which is why it also engages in initiatives related to promoting the digital transformation, improving transparency and protecting consumers.

CaixaBank does not engage direct interest representation services to influence public authorities. Instead, in general, it shares its views through various associations to try to come to an understanding on the industry's position, although in some specific cases it may communicate directly with regulators and public authorities.

The CaixaBank Regulation Committee is the body responsible for monitoring the regulatory environment and setting positions on developments of public policies that are relevant to the bank and the financial system. The Committee uses internal studies of proposed regulatory changes to identify potential unwanted effects or impacts that could be disproportionate in relation to the desired aim of the legislation. After analysing the proposals, the Committee decides on the regulatory strategy that

will be channelled through associations1 or communicated directly to the authorities.

The Chief Compliance, Control and Public Affairs Officer (member of the Management Committee) and the Director of Public Affairs are the representatives before the administrative, management and control bodies for the internal supervision of CaixaBank's public policy activities.

Relationships with political parties and public authorities are subject to CaixaBank's Code of Ethics and the Anti-Corruption Policy. These documents inform all of CaixaBank's interactions in regulatory processes.

CaixaBank's Code of Ethics and Anti-Corruption Policy are intended to ensure not only compliance with applicable legislation, but also to underscore its firm commitment to its ethical principles as signatories to the United Nations Global Compact. This reflects its strong determination to fight corruption in all its forms.

Similarly, pursuant to current legislation, we are registered in the European Commission's Transparency Register under registration number 055017716307-39.

Section 6 of the CaixaBank Anti-Corruption Policy prohibits donations to political parties and their associated foundations. CaixaBank has controls in place to ensure that donations are not made to political parties.

MAIN INITIATIVES MONITORED BY CAIXABANK DURING THE YEAR THAT HAVE AN IMPACT ON THE GROUP

Sustainable finance

  • → Consultation of the Spanish Government regarding the Preliminary Draft of the Organic Law on Parity in Decision-Making Bodies.
  • → Consultation of the Spanish Treasury regarding the draft Royal Decree on the content of reports on the estimation of the financial impact of risks associated with climate change.
  • → Mineco consultation on the LPA transposing the CSRD.
  • → EC consultation on the first set of Draft European Sustainability Reporting Standards (ESRS).
  • → Proposal for a Corporate Sustainability Due Diligence Directive (CSDDD).
  • → EC consultation on the proposal for a Regulation on ESG ratings.
  • → EU consultation on the implementation of the SFDR.
  • → EBA consultation on remuneration/gender gap.
  • → ESMA consultation on the project of Guidelines on funds' names using ESG or sustainability-related terms.
  • → ESMA consultation on funds' names using ESG or sustainability-related terms.
  • → ESAs consultation on the SFDR Delegated Regulation.

Financial stability and strengthening of the financial sector

  • → EC proposal to review the Crisis Management and Deposit Insurance (CMDI) framework.
  • → EC proposal for the implementation of the final Basel III reforms (CRD VI and CRR III).
  • → ECB consultation on the Guide on effective risk data aggregation and risk reporting.
  • → EBA consultation on the Guidelines on overall recovery capacity in recovery planning.
  • → EBA consultation on Guidelines to tackle unwarranted de-risking.
  • → EBA consultation on Guidelines on risk-based AML/CFT supervision.

Digital

  • → Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (DORA).
  • → Regulation (EU) 2023/2854 on harmonised rules on fair access to and use of data (Data Act).
  • → EC proposal for a rRgulation on Cybersolidarity.
  • → EC proposal for a Regulation on the introduction of the digital euro.
  • → EC proposal for a framework for Financial Data Access Regulation (FIDAR).
  • → EC proposal for a Proposal on Payment Services Regulation (PSR).
  • → EC proposal for a Directive on payment services and electronic money services in the Internal Market (PSD3).
  • → European Commission Consultation on the initiative on virtual worlds and Web 4.0.

Markets

  • → EC Proposal and public consultation on the Retail Investment Strategy.
  • → Guidelines on MiFID II product governance requirements.
  • → ESMA Guidelines on certain aspects of the MiFID II suitability requirements.
  • → Act 38/2022 for the establishment of temporary energy charges and credit institutions.
  • → Act 6/2023 on Investment Services and the Securities Market.
  • → Royal Decree 1180/2023 (investor compensation systems and collective investment institutions).
  • → Code of best practice for investors.

Consumer protection and transparency

  • → Directive (EU) 2023/2225 on credit agreements for consumers.
  • → Directive (EU) 2023/2673 on financial services contracts concluded at a distance.
  • → Law 2/2023 on the protection of persons who report regulatory infringements and the fight against corruption, entered into force.
  • → Law 12/2023 on the right to housing.
  • → Royal Decree 193/2023 regulating the basic conditions of accessibility and nondiscrimination for people with disabilities for access and use of goods and services available to the public.
  • → Law creating the independent administrative authority for the defence of financial customers.

Social, technological and competitive context

Profitability and solvency of business

The profitability of the Spanish banking sector performed very strongly in 2023, buoyed by strong growth in net interest income. Thus, the return on equity (ROE) came to 12.3% in the third quarter of 20231 , 2 pp above the figure recorded a year earlier. However, according to the ECB, the gap between profitability and cost of capital persists and has also continued to widen with the increase in interest rates2 .

The trend in net interest income during 2023 reflects the change in monetary policy that drove interest rates higher than initially expected. Furthermore, there has been a faster pass-through of the increase in benchmark interest rates to the loan portfolio than to deposits.

Banking sector activity has been conditioned by the tightening of monetary policy, resulting in a notable contraction in funding. In fact, in December 2023 the credit portfolio to the private sector in Spain recorded a fall of 3.4% from December 2022, being particularly relevant in the mortgage and corporate credit portfolio. As for 2024, the rate cuts anticipated by the market should contribute to improving financing conditions and credit demand.

The credit quality remains stable. The NPL ratio stood at 3.57% in November 2023, representing a cumulative increase of only 4 basis points since December 2022, while compared to the pre-pandemic levels of February 2020, it accumulated a decrease of 125 basis points.

1 Bank of Spain, Supervisory Statistics for the third quarter of 2023. Consolidated sector data. 2 ECB, Financial Stability Review, November 2023.

In 2024 the market expects a cut in benchmark rates, which can contribute to improve the financing terms

However, there are some signs of early impairment of credit quality, such as growth in special surveillance lending, which rose slightly to 7.4%1 in September (1.5 percentage points above the observed pre-pandemic level). Of particular note is the household loan portfolio, which has shown a worse relative performance, with special watch-list lending increasing by 0.8 percentage point to 5.5%. The volume of non-performing loans in this portfolio has also picked up in the third quarter of 2023, although they remain at 6%, below the level of a year ago.

Capital ratios are also at robust levels and continue to have a comfortable margin over regulatory requirements. In Spain, according to EBA data, the CET1 ratio stood at 12.6%2 in the third quarter of 2023. These capital levels are well above those recorded in the previous financial crisis, and give the Spanish banking sector a high capacity to absorb potential losses, even in the most adverse scenarios. This is demonstrated by the latest stress test carried out by the EBA, in which it estimates that the CET1 ratio would remain above the requirements if there was a severe deterioration in the macroeconomic framework.

However, it should be noted that the tax on banking has had a significant impact on the statement of profit and loss of the Spanish banking sector and, consequently, on the ability to generate capital organically.

Lastly, liquidity levels in the Spanish financial sector remain high, although there has been a decline in the liquidity buffer, mainly due to the repayment of the European Central Bank's funding lines (TLTROs). The system's LCR ratio reached 172.5% in the third quarter of 20233 , compared to 203.1% in December 2021.

All the aforementioned enabled the Spanish and European financial sector to calmly face the global financial turmoil that took place in 2023, causing the winding down of 3 regional banks in the United States and the acquisition of a systematically important entry in Switzerland in the first quarter of the year.

In addition, the regulatory and supervisory framework in the eurozone has proven to be much stronger than that of regional banking in the United States, which has prevented uncertainty from spilling over into the European financial system in the past year. Moreover, it is worth highlighting that the Spanish banking sector enjoys significant mitigating factors in the face of these risks, particularly a business model with a high weight of the retail sector and maintaining very comfortable levels of liquidity.

1 Bank of Spain. 2 EBA Risk Dashboard. 3 EBA Risk Dashboard.

Digital Transformation

The prevailing digital habits and behaviours that emerged in the wake of the COVID -19 pandemic accelerated the process of digitising the environment in which financial institutions operate. Since then, institutions have continued to make progress in their digital transformation by adopting new tools and technologies.

For the banking sector, the digital transformation is leading to a growing focus on customers and greater demands to keep them satisfied (in terms of convenience, immediacy, personalisation and cost). More specifically, customer satisfaction is becoming increasingly important at the same time that customer loyalty is diminishing, as it is easier to change bank in the digital environment. Furthermore, the digitisation of the banking sector has caused new non -traditional competitors to appear, such as Fintech and Bigtech digital platforms, with business models that leverage new technologies, raise service quality standards and increase pressure on the sector's margins.

Thus far, this non -traditional sector is very small compared to the financial sector as a whole. However, these new entrants have grown quickly in an environment of low interest rates and abundant liquidity, and their presence can be seen throughout the value chain of the financial sector (specifically in the payments and consumer credit segments). Going forward, the ability of Fintech companies to adapt their business models to the new interest rate environment will be crucial in determining the sector's evolution. Specifically, the tightening of financial conditions has reduced investor appetite

for this sector (in 3Q2023, global Fintech funding fell by 46% year -on -year and reached below 2019 levels) 1 . In consequence, these companies may be forced to transfer a portion of their increased funding costs to their customer base —which may pose a challenge for companies whose growth is based on the provision of low or zero -cost financial services.

Furthermore, access to data and the ability to generate value from data has become an important source of competitive advantage. In particular, the use, processing and storage of data results in information that is used to create products that generate greater value for the customer and that are more adapted to their risk profile. Additionally, there has been an increase in the use and development of new technologies (such as Cloud, blockchain or generative Artificial Intelligence) in the sector, although with different maturity levels. In any case, the use of new technologies in the sector means players will have to adapt business processes and strategies to the new environment.

The digitisation of the sector also brings with it numerous opportunities to generate more revenue. In particular, thanks to the use of digital technology, companies can expand their customer base and provide services more efficiently and at a lower cost. In this sense, digitisation enables reaching a greater number of potential customers without having to expand their network of branches.

1 Source: CB Insights, State of Fintech Report.

In turn, digitisation also produces new business opportunities, for example, by offering its digital platforms for third parties to market their products, or by introducing new financial products that best suit the needs of each customer.

Meanwhile, payment habits are changing. Covid-19 accelerated the trend of reducing the use of cash as a means of payment in favour of electronic means of payment and has subsequently consolidated. Digital payment systems are also evolving away from a model dominated almost exclusively by card systems (linked to bank deposits) towards a more mixed model in which Fintech and Big Tech also participate, which offer alternative payment solutions supported by new technologies, with the emergence of new types of money and payment methods, such as stablecoins.

In this context, the rapid expansion of the cryptoassets and stablecoins market in recent years has driven investment in technologies such as Distributed Ledger Technology (DLT) or cryptography, which allow the development of new value-added features in payments (such as the ability to make almost instant payments anywhere in the world or to programme payments through Smart Contracts).

Faced with such developments, central banks, particularly in advanced economies are considering issuing their own digital currencies (CBDCs) as a way to ensure that citizens and businesses continue to have access to central bank money in the digital age and that the money issued continues to act as a monetary anchor (backed by the stability, integration and efficiency of the financial and payment systems).

Thus, in the eurozone, the European Central Bank (ECB) is exploring the possibility of issuing a digital euro to supplement cash and as an additional payment solution. Following a two-year research phase, which focused on developing a proposal to design the digital euro, technical exploration and learning, the ECB decided in November to move on to the next phase of the project, the preparatory phase. This new phase, which is expected to be fully completed by October 2025, will focus on laying the groundwork for the possible issuance of a digital euro in the future. The last phase of the project (prelaunch phase) will be devoted to developing and rolling out the various use cases for the digital euro, before a possible launch in 2026 or 2027. Meanwhile, in June 2023, the European Commission published the legislative proposal laying down the legal framework for a possible digital euro, a proposal that still needs to be agreed in the European Parliament and the European Council.

The European Commission also presented other legislative proposals geared towards aligning payment services and the financial sector in general with the digital transformation of the European economy, and which have a potential for high disruption. In particular, the proposal for a framework for Financial Data Access Regulation (FIDAR), which will lay down rights and obligations in the exchange of customers' financial data beyond payment accounts, is noteworthy.

Also prominent is the proposal to update the European Payment Directive, which, among other aspects, will introduce changes in the management of customer payment data permissions and measures to combat and mitigate fraud in electronic payments. Nevertheless, these proposals still need to go through the legislative process before being adopted.

CaixaBank's strategy for meeting the challenge of digitisation focuses on improving the customer experience. The digital transformation process brings new opportunities for the Company to get to know its customers and offer them a value

proposition through an omnichannel service model. In particular, CaixaBank has a distribution platform that combines immense physical capillarity with strong digital capabilities, proof of this is that the Bank has more than 11 million digital customers in Spain.

In response to changing habits of customers, special emphasis is also being placed by the Company on initiatives that allow for improved interaction with customers through non-face-to-face channels. The digital transformation is also helping the organisation to develop enhanced capabilities such as advanced analytics, generative Artificial Intelligence and the provision of native digital services. Regarding this last point, imagin offers a digital ecosystem and lifestyle platform focused on the younger segment and offering financial and nonfinancial products and services, its own and of third parties. The Bank is also developing new, more transversal and collaborative ways of working, seeking active partnerships with new entrants that offer services that can be incorporated into the Group's value proposition.

Cybersecurity

Digital transformation is vital for the competitiveness and efficiency of banking, but it also brings increased technological risks. In this regard, the increased digital operations of customers and employees make it necessary to increase the focus on cybersecurity and information protection.

Cyber risk poses a serious threat to financial stability and the global economy. Specifically, cyber incidents can have an impact on a range of financial activities (such as the provision of credit, payment and settlement services) by disrupting the information and communication technologies (ICT) that support them. Cyber incidents can also result in misuse of the data that these technologies process or store. Inside financial sector, banks have many points of contact with third parties, which increases their exposure to cyber-attacks and can be used entry points for attacks in the financial sector.

Furthermore, the cyber threat landscape is in constant evolution and is becoming increasingly complex as a result of the growing digitalisation of the economy, increasing dependencies on third parties and geopolitical tensions. In addition, the cost of cyber incidents has been steadily and significantly increasing over the years.

In that regard, the European Union (EU) is responding to cyber risk with several initiatives, including the Digital Operational Resilience Act (DORA), in force since January 2023 and intended to create a regulatory framework to ensure that financial institutions can withstand, respond to and recover from any kind of disruption and threat related to ICTs.

CaixaBank is aware of the existing threat level and considers cybersecurity a priority. To that end, it has a Strategic Plan for Information Security that constantly measures the Group's cybersecurity capabilities and it seeks to keep the bank at the forefront of data protection, in accordance with the best market standards.

CaixaBank has a Strategic Plan for Information Security that continuously measures the Group's cybersecurity capabilities.

See section "Cybersecurity"

Sustainability

The medium-term goal of decarbonisation of the European economy is being accompanied by an increasingly strict regulation on how to address sustainability and growing pressure (from investors, authorities, and supervisors) for companies to adjust their strategies accordingly.

This is where EU's green taxonomy comes into play. It establishes a classification system for sustainable activities and the approval of the reporting requirements on the degree of alignment with the taxonomy for companies subject to the Non-Financial Reporting Directive (NFRD). The credit institutions, which are also subject to this directive, must disclose the proportion of exposures that are within the perimeter of the taxonomy, and report the proportion of exposures aligned with the taxonomy (Green Asset Ratio).

The approval in 2022 of the new Non-Financial Reporting Directive (NFRD) is also noteworthy, the implementation of which in 2024 involves a major step forward in terms of the current ESG reporting requirements of the Management Report, fostering transparency and comparability in reporting. Furthermore, due to its extension to the value chain, the Directive is expected to accelerate the sustainable transition of the business fabric.

In the area of banking oversight, the ECB's action plan explicitly incorporates climate change and energy transition into its framework of operations. In line with the plan, the ECB has announced the inclusion of climate criteria into its corporate sector purchase programme and collateral framework. These measures seek to curb climate risk on the ECB's balance sheet, foster increased transparency and disclosure of climate risks by companies and financial institutions, enhance climate risk management and support the economy's green transition.

In addition, the setting of supervisory expectations in this area and the assessment of the review of banks' practices related to climate and environmental risk strategy, governance and management, stand out.

The European Banking Authority (EBA) also has a work plan to mainstream ESG aspects into the regulatory and supervisory framework. Among the various initiatives is the inclusion of climate risks in the framework of stress exercises to gauge the resilience of the European banking sector to climate risks. In this regard, the EBA, alongside other European supervisory authorities, the ECB and the European System Risk Board (ESRB) are engaged in a unique one-off exercise to assess the financial sector's preparedness and resilience to the package of legislative measures (on energy, transport, emission reductions, land use and forestry) included in the "Fit-for-55", to cut the block's GHG emissions by 55% by 2030. The exercise was kicked off in the last quarter of 2023 and the results will be published in the first quarter of 2025.

Furthermore, in 2021 the EU approved the European Climate Law (that set the block's goal of reducing its emissions by 2030 and being carbonneutral by 2050 as a legal commitment) and it has started to deploy measures and reforms in various economic sectors (from housing to energy and transport) to reduce Greenhouse Gas (GHG) emissions in line with the set goals and move towards a decarbonised economy. In addition, with the Russian invasion of Ukraine, the European Commission presented the REPowerEU plan to

dramatically accelerate the energy transition and make Europe independent of Russia's fossil fuels. Spain, thanks to the Next Generation EU (NGEU) Recovery Plan, around €4.6 billion1 were earmarked in 2022, and it has been estimated that an additional €7.5 billion2 in 2023 were destined to investments in renewable energies, sustainable mobility and the energy rehabilitation of buildings, thus driving the economy's green transition.

In this context, CaixaBank prioritises making progress in the transition to a low-carbon economy as an essential action to foster sustainable and socially inclusive development and uphold excellence in corporate governance.Thus, and to materialise the commitment, Sustainability (in its environmental, social and governance scope) is one of the three pillars of the Group's 2022–24 Strategic Plan.The actions in this strategic axis are outlined in the 2022– 24 Sustainable Bank Plan.

1 IGAE Budget execution General State Administration and Bodies. 2 According to the General State Budgets for 2023.

Risks and opportunities for banking activity

CaixaBank has carried out an analysis of the environment with the aim of identifying the risks and opportunities that it will have to face in the short/medium term

The current economic and competitive environment is not exempt from risks for entities that operate in it. Specifically:

Although the Spanish economy has shown remarkable resilience to a complex environment, the
weakness of the eurozone and geopolitics continue to pose considerable risks. In addition, the interest
rate hikes have led to a considerable lower demand in financing. Despite the recent positive
performance of inflation, which should allow cutting interest rates, we cannot rule out that the new
shocks extend this period of high rates and the weakness of credit demand.
In addition, new forms of digital money, such as
cryptocurrencies and stablecoins, are appearing,
such as cryptocurrencies, which can pose a risk to
financial stability, or the digital euro, a project in a
development exploratory stage by the European
Central Bank (ECB), but that if it came to be
implemented, it could have a significant impact
on the payment systems market.
With the advance of new technologies, data
protection and cybersecurity
are gaining
prominence in efforts to protect the customers'
information, guarantee operational continuity,
and maintain reputational standards in this area.
Loss of reputation is another risk for Spanish
banks.
The
banking sector will continue to be heavily
pressured by regulation and legal issues. For
example, the new implementation of Basel IV,
new capital requirements for holding "brown"
loans with more carbon-intensive companies,
interest rate caps, new rules on insurance
distribution, etc.

Despite all these risks, great opportunities for the sector are also visible in the current environment:

  • The push for sustainability and energy transition on the European agenda. The financial sector will play a key role in channelling investment towards the projects necessary to move towards a green economy.
  • The greater life expectancy of the population increases demand for advice and services linked to the Silver generation. New needs are arising, such as wealth protection, transmission and succession solutions, dependency services, home adaptability, mobility solutions, etc. CaixaBank has unique capabilities to meet the growing needs of the Senior segment thanks to a penetration of more than 45% among the population over 60 years old.
  • New technologies (including generative AI) also bring opportunities for the banking sector. On the one hand, they enable cost efficiencies, improved commercial efficiency and gains in agility and time to market, thanks to advanced analytics, the use of the cloud and greater digitisation of processes. At the same time, the use of digital technology also brings opportunities to generate higher revenues as it reduces the cost of entry into other markets by allowing the customer base to expand without having to increase the network of branches, and fosters the emergence of new business models such as Buy Now Pay Later, pay-as-you-go or ecosystems. Models in which banks can play a relevant role.
  • → The pandemic has contributed to lower barriers to entry to new technologies for many people (e.g. to shop online, to use digital tools to contact with family and friends). This represents an opportunity for the banking sector to promote new ways of interacting with customers and new service models.

Materiality

CaixaBank carries out its Materiality Analysis on an annual basis with the aim of identifying and prioritising those scopes that can generate significant impacts on the environmental, social and governance matters.

In this regard, the Materiality Analysis allows, among others:

  • Integrating the impacts, risks and opportunities (IROs) identified in terms of sustainability into the Bank's different strategic and decision-making processes;

  • Meeting the needs of the main stakeholders;

  • Defining the appropriate amount of information to be reported in this report;

The 2023 Materiality Analysis has continued to evolve towards the dual materiality perspective by incorporating the main methodological recommendations. The Bank will also continue working in 2024 towards adapting the Study to the requirements established by the new CSRD and associated ESRS, considering the EFRAG guidelines publicly available at the time of its execution.

In this regard, CaixaBank has developed a new methodology based on the new requirements of the reference standards, which specify what should be performed when following a dual materiality approach.

  • Impact materiality (inside-out): it includes the actual and/or potential impacts of activities in the environment and how they affect the stakeholders in the short, medium or long term.
  • Financial materiality (outside-in): it includes the potential economic impact of ESG (environmental, social and governance) risks and opportunities in the Company in the short, medium or long term.

In this regard, the topics can be material from a point of view of the impact on stakeholders, from a financial point of view or from both perspectives. This Materiality Analysis is submitted for approval to the Management Committee, Appointments and Sustainability Committee and Board of Directors.

Phases of materiality analysis and identification of relevant aspects

The 2023 Materiality study has been carried out in four stages:

1-CONTEXT ANALYSIS

  • Analysis of the internal context: activities, business model, strategy and value chain.
  • Analysis of the external context: analysis of trends, evolution of the sector and sustainability regulation, among others.
  • Identification of stakeholders.

2 - IDENTIFICATION AND ASSESSMENT OF IMPACTS, RISKS AND OPPORTUNITIES (IROS)1

Identification of impacts, risks and opportunities (IROs) from the perspective of financial materiality and impact.

3 - PRIORITISATION OF MATERIAL TOPICS

Consultations to CaixaBank's main internal and external stakeholders with the aim of defining the priority of material topics from a financial and impact perspective.

4 - DOUBLE MATERIALITY MATRIX AND REPORTING

Consolidation of the results in a materiality matrix.

1 The Materiality Analysis for 2023 includes a first identification and assessment of internal and external impacts, which will be extended in 2024 while deepening in the perspective of risks and opportunities.

2023 Consolidated Management Report

Phase 1. Context analysis.

In order to identify the main internal and external impacts, the Company has carried out an exhaustive process of analysing corporate information, its business model, the international context and the key trends in the sector and in sustainability. To that end, the internal and external documentation has been analysed, and the main internal and external stakeholders have been identified.

In this regard, 96 sources of information have been used:

After analysing the corporate and external information, 18 interviews were conducted with internal and external experts: Internal sources External sources CaixaBank Group's corporate information relating to the following: > The Company's strategies and plans > Corporate Policies and Standards > Internal codes > Reports, publications and corporate studies The following external sources have been taken into account: > Analysis of sustainability regulation > Review of the list of topics aligned with the ESRS > Analysis of the main Reporting frameworks > Recommendations from the main ESG analysts and international sustainability indices > Industry trends, sustainability and society > Material topics for sector companies.

  • CaixaBank's internal experts. Participation of a selection of people representing the main areas linked to sustainability.

  • External experts and representatives of stakeholders Participation of the main banking associations, foundations, universities, business associations and trade union representatives.

Phase 2. Identification and assessment of the current and potential impacts, risks and opportunities related to material topics.

Based on the context analysis, 89 potentially material impacts, risks and opportunities have been identified.

The potential positive and negative impacts that are directly caused by CaixaBank on the environment have been identified, along with the risks and opportunities that could lead to financial effects in the short, medium and long term.

Identification of impacts, risks and opportunities

89 potentially material impacts, risks and opportunities:

44 external impacts

opportunities

45 internal impacts, which are transferred to risks or

84 material impacts, risks and opportunities:

84 material impacts, risks and opportunities:

41 external impacts:

opportunities

43 internal impacts, which are transferred to risks or

In order to determine the material impacts (positive and negative), risks and opportunities, an assessment process was conducted, taking into consideration the main methodological recommendations of a dual materiality exercise.

The results of the assessment of the IROs have been used as the basis for determining the materiality of 84 of the 89 previously identified impacts, risks and opportunities.

Thereafter, the 84 IROs determined as material have been consolidated into 22 material topics.

Phase 3. Prioritisation of material topics.

The 22 previously identified material topics were prioritised through consultations with key stakeholders. These consultations have been made using random representative sampling with the aim of prioritising the impact of the issues from two perspectives:

→ Impact on stakeholders (impact materiality)

In order to determine the impact of the material topics on stakeholders, surveys and direct interviews were conducted with a broad spectrum of groups, including customers, retail shareholders, employees, suppliers and experts.

Furthermore, for the first time, a representative public consultation has been conducted with the participation of customers and non-customers. This new survey enables us to incorporate society's views on material issues.

Stakeholders were ranked based on the weights of the CaixaBank Global Reputation Index (GRI).

→ Impact on the business (financial materiality)

In order to determine the impact of material topics on the business, an online survey was conducted among executives, members of Group companies and subsidiaries, and members and attendees of CaixaBank's Sustainability Committee.

Participation of the main stakeholders

Phase 4. Materiality Matrix

Following the identification and assessment of impacts from the different sources used, an aggregated assessment of the different potential material topics is conducted.

In that regard, the overall prioritisation results are consolidated and the results of the BPI materiality study are then added to the Group's results, giving them a weighting of 10% of total results (the percentage represented by BPI in CaixaBank's business).

Consolidated Management Report

Materiality matrix by topic

By linking potentially material issues with the analysis of impact materiality and financial materiality, these issues can be classified into two categories according to the impact of the Entity on the environment and the impact of the environment on the Entity. The results of this phase result in the Group's materiality matrix.

The material topics are distributed on the matrix into three impact levels, which are defined based on minimum and maximum scores. Thus, the axes of the matrix represent scores between 70 and 100%. The dual materiality matrix represents the consolidated results of the impact materiality and financial materiality processes, pooling the views of the business and key stakeholders.

MATERIAL TOPIC IMPACT 2023
7 Cybersecurity and data protection 93%
1 Financial soundness and profitability 93%
6 Responsible marketing 90%
4 Active management of financial and non-financial risks 90%
5 Clear and transparent communication 90%
9 Quality, extensive and specialised offer of financial products and services 90%
10 Specialised service 87%
3 Ethics, good governance and responsible culture 87%
19 Environmental finance and investment solutions 85%
17 Managing talent and professional development 84%
18 Adaptation to climate change and energy transition 83%
15 Working conditions and well-being of workers 83%
14 Social action and voluntary work 81%
22 Climate change risk management 81%
11 Accessibility and inclusion 80%
20 Decarbonisation of investments 79%
16 Diversity and equal opportunity 78%
8 Promotion of sustainability in the value chain 78%
13 Promotion of financial education 77%
21 Environmental management and operational carbon footprint 77%
12 Access to microfinance and social impact solutions 77%
2 Driving partnerships to promote sustainability 76%

Main results and evolution with respect to 2022

With regard to the study of 2022, there is a continuity in the priority topics, especially in relation to the governance and financial soundness issues.

  • Cybersecurity and data protection and financial soundness and profitability are the two issues with the highest impact on the consolidated rating of the stakeholders' and business' results.

  • Six material topics have been obtained with a "very high" impact rating. Of these six material topics, five correspond to the governance category.

  • All material topics obtain a high consolidated rating (greater than or equal to 76%), which is divided into a very high, high and medium impact. Of these, only three issues have a medium level of impact (Environmental management, operational carbon footprint, Access to microfinance and social impact solutions and Partnerships to promote sustainability).

MATERIAL TOPICS THAT INCREASE THEIR IMPACT

Material topic Impact 2023 Impact 2022 Annual difference (percentage points)
Social action and voluntary work 81% 72% 9
Financial soundness and profitability 93% 87% 6
Active management of financial and non-financial risks 90% 86% 4
Cybersecurity and data protection 93% 91% 2
Promotion of financial education 77% 74% 3

MATERIAL TOPICS THAT REDUCE THEIR IMPACT

Material topic Impact 2023 Impact 2022 Annual difference (percentage points)
Diversity and equal opportunity 78% 87% -9
Access to microfinance and social impact solutions 77% 84% -7
Accessibility and inclusion 80% 87% -7
Environmental management and operational carbon footprint 77% 83% -6
Decarbonisation of investments 79% 85% -6

> VERY HIGH IMPACT > HIGH IMPACT
Cybersecurity and data
protection
Financial soundness and
profitability
Active management of
financial and non
financial risks
Ethics, good governance
and responsible culture
Specialised service Environmental finance
and investment
solutions
Managing talent and
professional
development
Working conditions and
well-being of workers
Manage the risks derived
from the collection,
conservation and use of
personal information, as
well as IT security by
implementing measures
to prevent, detect and act
to protect data privacy.
Ensure business growth,
developing the best value
proposition for our
customers with a solid
capital position,
comfortable liquidity, and
adequate profitability.
Managing all risks is
essential for the financial
sector with the aim of
enhancing resilience and
responding to the
requirements of
supervisors and
regulators.
Promote an ethical and
responsible culture,
committed to
sustainability, respect for
human rights and
compliance.
Offer a differential
customer service model
adapted to their
preferences, through
specialist advice to
achieve the best
experience and
satisfaction.
Design and market
products and services that
include environmental
criteria in order to
promote and accompany
the customers in their
transition to a low-carbon
economy, providing them
with ESG solutions.
Attract and retain talent
through education,
training and development
opportunities. Train and
specialise teams with
critical professional skills
to develop talent and
improve their skills.
Promote employee well
being through healthy
habits, work-life balance,
offering various social
benefits and an agile and
a collaborative work
environment.
Clear and transparent
communication
Responsible marketing Quality, extensive and
specialised offer of
financial products and
services
Adaptation to climate
change and energy
transition
Social action and
voluntary work
Climate change risk
management
Accessibility and
inclusion
Encourage active listening
and dialogue and clear
and transparent
communication with
stakeholders to establish
long-term relationships of
trust.
Ensure responsible and
transparent marketing of
products and services so
that people can make
informed decisions.
Offer a wide range of
quality financial products
and services adapted to
the needs of the
different segments of
customers.
Promote the adaptation
to climate change and
energy transition with
sustainable and
responsible practices that
contribute to the
reduction of the Bank's
direct and indirect
environmental impact.
Develop own projects or
in collaboration with the
"la Caixa" Banking
Foundation to offer
solutions to social
challenges, promote
education and assist
vulnerable groups, with
the contribution of the
Bank's volunteers.
Identify, measure,
manage and monitor
sustainability risks, with
particular attention to
those derived from
climate change.
Encourage access to
financial services and
products for the entire
company, promoting
financial inclusion, with a
special focus on the rural
world and senior
population.

> MEDIUM IMPACT

Decarbonisation of
investments
Promotion of
sustainability in the
value chain
Diversity and equal
opportunity
Access to microfinance
and social impact
solutions
Promotion of financial
education
Environmental
management and
operational carbon
footprint
Driving partnerships to
promote sustainability
Manage the lending and
investment portfolio by
integrating sustainability
criteria, with the aim of
achieving the
decarbonisation targets
set by the Bank.
Contributing to the
respect for human rights
and the environment in
the value chain, through
contracting based on
sustainability criteria and
supporting suppliers to
ensure compliance.
Implement corporate
measures and policies to
ensure equal
opportunities and the
empowerment of women,
with a particular focus on
managerial positions.
Promote financial
inclusion and the creation
of opportunities and
employment through
microfinancing and
solutions that provide
access to financial
services and financing for
vulnerable groups,
companies and
entrepreneurs.
Contribute to improving
knowledge of economic
and financial concepts
relevant to day-to-day
decision-making by
customers, shareholders,
vulnerable groups and
society.
Minimise the
environmental impacts
generated by the Entity's
activity and maintain the
neutrality of its own
carbon footprint.
Participate in partnerships
and initiatives to promote
the management and
sustainable action of the
Entity and the business
and financial sector.

■ Governance ■ Cross-cutting ■ Social ■ Environmental

Strategy

The year 2023 witnessed the halfway point of the 2022–2024 Strategic Plan (hereinafter referred to as "the Strategic Plan"). The context in which the Strategic Plan was drawn up has shifted substantially. While the main market trends identified, including changes in consumer habits, the entry of new technologies and the growing importance of sustainability, remain fully in force, the change in monetary policy has had a notable impact.

On the one hand, there was higher inflation and higher reference rates for longer than anticipated in the Strategic Plan, enabling net interest income to grow more than initially expected. On the other hand, the tightening of financing conditions had a negative impact on lending demand.

Overall, the Strategic Plan has evolved favourably in terms of the set strategic targets.

In 2022, CaixaBank presented its 2022–2024 Strategic Plan under the slogan "Close to our customers"

2022–2024 Strategic Plan

The CaixaBank Group's 2022–2024 Strategic Plan, presented in May 2022 under the slogan "Close to our customers", maintains CaixaBank's commitment to society with a unique banking model and with the aim of offering the best service for each and every customer profile as we provide solutions from end to end, promote financial inclusion and lead the way in generating positive social impacts.

The 2022-2024 Strategic Plan is based on the three strategic lines and two cross-cutting enablers:

CaixaBank Group companies have a Strategic Plans fully aligned with CaixaBank's Strategic Plan.

The Strategic Plan is aligned with the Materiality Analysis carried out by the Bank, in which those issues that represent a greater level of impact on CaixaBank's activity have been identified

In that regard, governance issues, particularly cybersecurity, financial and nonfinancial risk management, and clear and transparent communication, along with financial soundness and profitability, are the issues with the highest impact for CaixaBank and its stakeholders. Both the strategic lines defined and the crosscutting enablers aim to strengthen CaixaBank's position in these areas to guarantee the best service to the customers.

1 BUSINESS GROWTH

It focuses on driving business growth, developing the best value proposition for the customers. CaixaBank has developed a leading financial supermarket in the Spanish market, featuring a commercial offer built around customer experiences. Throughout this Plan, we will continue to expand the capabilities of this financial supermarket, with the aim of increasing the penetration of our products and services to customers, progressing the commercial offer and making a quantitative and qualitative leap in the construction of ecosystems. This line's core ambitions include:

Strengthening the leadership in retail banking through new housing and consumer banking products and further market penetration with longterm savings products and insurance.

Achieving leadership in the corporate, companies and SMEs segment.

Driving ecosystems as a new source of income in housing, mobility, health, entertainment, business and the Senior Citizen segment.

With regard to the objectives set for business growth, the Group continued to consolidate its leadership in retail banking, with a highly positive performance in the main market shares. Furthermore, the positive growth of CIB lending, supported by a significant growth in the International Banking portfolio, which also exceeds the 2024 target notably stands out at the end of 2023.

Starting point Objective
2021 2022 2023 2024
Long-term savings
share
29.4% 29.5% 29.3% ~30%
Non-financial
companies portfolio
share1
23.8% 23.8% 23.5% ~24%

1 Business in Spain.

Ensure a best-in-class customer experience.

2 Operating with an efficient service model

It seeks to maintain an efficient service model, adapting it to suit the customer's preferences. The aim is to take advantage of the opportunity arising from the lowering of entry barriers to new technologies that will enable to explore of new ways of interacting with customers. Thus, this line's core ambitions include:

Achieve greater operational and commercial efficiency.

CaixaBank continues to develop the customer service model in order to make it more efficient and adapted to suit the needs of each customer. In this regard, the imagin and Intouch communities are a cornerstone of the Group's strategy. There are currently more than 11 million customers and almost half are customers that very frequently use the bank's digital channels.

Starting point Objective
2021 2022 2023 2024
# imagin Customers
(M)
2.7 3.0 3.3 3.5 (1)
# InTouch Customers
(M)
2.4 3.4 3.3 4.6

It does not include customers shared with CaixaBank.

1

Increase the capacity of digital sales.

3 SUSTAINABILITY

Consolidate CaixaBank as a benchmark in sustainability in Europe. The prioritisation of the environmental, social and governance areas on the European agenda gives a unique opportunity to take advantage of the competitive advantages inherent to the way of banking, highlighting social commitment as a foundational value and the status as European leaders in microfinance. The main initiatives are as follows:

To date, the cumulative mobilisation of sustainable funds is showing a very positive evolution, already reaching 79.4% of the 2024 target. The rating average received from ESG rating agencies remains at A as set in the 2024 target.

Starting point Objective
2021 2022 2023 2024
Mobilising
sustainable finance
(accumulated 2022-
24)2
18,531 23,583 50,813 64,000
Number of active
volunteers2
4,997 (3) 14,000 17,240 10,000

1 Mobilisation for business in Spain.

2

Includes Social Month volunteers.

3 The Social Month was not held due to the COVID pandemic.

See section "Sustainability strategy"

  • Leading the positive social impact

Committing to our own transition

Supporting customers in their energy transition

  • Promoting financial inclusion

    • Promoting a responsible culture

    • Being a benchmark in governance

CROSS-CUTTING ENABLERS

The Plan also includes two cross-cutting enablers that will support the execution of these three strategic priorities: people and technology.

First of all, CaixaBank pays special attention to people and seeks to be the best bank to work for:

Promoting an exciting, committed, collaborative and streamlined team culture that fosters closer and more motivating leadership.

Boosting its employees' development programmes and career plans, featuring a more proactive people development model for training teams and focusing on critical skills.

Fostering new forms of collaborative work, encouraging remote work and helping its employees to develop their potential with equal opportunities through a meritocracy and diversity-based culture.

Starting point Objective
2021 2022 2023 2
2024
Women in
managerial positions
(%)1
39.9 41.8 43.0 43.0

The development of the necessary capabilities defined in the cross-cutting enablers of people is progressing as defined in the Strategic Plan. The Group continued to strengthen the growth of people as a cornerstone of the Strategic Plan. In that regard, the Group continues to make progress in identifying critical skills for the Entity with a view to assessing and planning strategic processes and activities and defining upskilling and reskilling actions to improve the value proposition for employees. Also of note was the 43.0% rise in the number of women in management positions.

1 Women in management positions (from deputy managers of large branches A and B) for CaixaBank S.A. 2 The initial target set for 2024 of 42% to 43% with the update of the Equality Plan has been updated in 2023.

The second enabler is geared towards technology. CaixaBank has outstanding technological capabilities, in which it will continue to invest to continue to drive the business forward:

Efficient allocation of

resources.

Having an efficient, flexible and resilient IT infrastructure as a result of the drive for technological transformation from CaixaBank Tech, the adoption of cloud technology as a cornerstone, the development of data and advanced analytics capabilities, and ongoing improvement in cyberdefence to mitigate the growing risk within this scope.

A move towards end-to-end process management by identifying and redesigning key processes and building modular, reusable parts to the functional

Starting point Objective
2021 2022 2023 2024
Cloud
absorption
21% 25% 30% 32%

At the same time, investment in technological capabilities is a key enabler for achieving the goals of the Strategic Plan. Particularly noteworthy in this regard is the increase in the absorption of cloud technology, which is progressing in line with forecasts, and the advances in the transformation towards end-to-end process management, which seeks to boost the optimisation of the Entity's operating model.

As a consequence of deploying, and executing this Strategic Plan, CaixaBank expects to exceed the financial targets set for 2024

In the Strategic Plan, the Group set targets of ROTE of above 12%, an efficiency ratio1 of under 48%. It also committed to offering attractive shareholder remuneration with a pay-out ratio of over 50% and set as an objective to hold €9,000 million in capital to distribute (accumulated in the 2022-2024 period)2 . The foregoing comes while leveraging on a solid balance sheet position with an NPL ratio of under 3%, standardisation of the cost of risk below 0.35% (2022–2024 average) and keeping a strong capital position, with a CET1 internal target of without transitional adjustments IFRS9 between 11% and 12%.

In these first two years of the Strategic Plan, the core financial metrics performed very favourably. Coinciding with the presentation of results for 2023, the Group has presented the update of the targets for 2024, among of which stand out a new target ROTE expected above 15% and a capital distribution capacity (accumulated in the 2022-2024 period) of €12,000 M, keeping a strong capital position with a CET1 ratio of between 11.5 and 12%.

Of particular note in the evolution of business activity is the improvement in the Group's profitability, driven by the growth in net interest income and the good performance of insurance activity, while the NPL ratio stayed at historically low levels. Lastly, the Bank continued to hold very solid levels of solvency and liquidity.

Starting point Objective
2021 2022 2023 2024
ROTE (%) 7.6 9.8 15.6 >12
NPL ratio (%) 3.6 2.7 2.7 < 3
Cost-to-income ratio
(%)1
57.7 49.8 40.8 < 48

1 The efficiency ratio target was defined under IFRS4. An impact of -2.2 pp is estimated from the application of IFRS17. Recurring cost-to-income ratio (excludes extraordinary expenses). 2Includes the share buyback programme (SBB) for 2022, in addition to the excess capital generated in 2022-24 above 12% of the CET1 ratio (without IFRS9 TA).

Materiality and Strategy

The Bank's strategy is present both at the core of the Materiality Analysis and as a source of the topics, and it also gathers the results of this analysis to ensure the strategy reflects the sensitivities and concerns of stakeholders and society, and the trends in the environment in which CaixaBank is operating. The following table shows the relationship of the material topics with the pillars of the 2022–2024 Strategic Plan.

Strategic line / Cross-cutting enabler Material topics
L1 -
Business growth
1 Financial soundness and profitability
4 Active management of financial and non-financial risks
9 Quality, extensive and specialised offer of financial products and services
L2 -
Operate an efficient customer service model
6 Responsible marketing
10 Specialised service
11 Accessibility and inclusion
L3 -
Sustainability
2 Driving partnerships to promote sustainability
3 Ethics, good governance and responsible culture
5 Clear and transparent communication
8 Promotion of sustainability in the value chain
12 Access to microfinance and social impact solutions
13 Promotion of financial education
14 Social action and voluntary work
18 Adaptation to climate change and energy transition
19 Environmental finance and investment solutions
20 Decarbonisation of investments
21 Environmental management and operational carbon footprint
22 Climate change risk management
Cross-cutting enabler -
People
15 Working conditions and well-being of workers
16 Diversity and equal opportunity
17 Managing talent and professional development
Cross-cutting enabler -
Technology
7 Cybersecurity and data protection

■ Environmental ■ Social ■ Governance ■ Cross-cutting

Sustainability strategy

One of CaixaBank's three strategic priorities within the framework of the 2022–2024 Strategic Plan is to be a benchmark for sustainability in Europe, by promoting the sustainable transition of companies and society, a positive social impact and financial inclusion, and a responsible culture. See section "Strategic Plan"

Transitioning to a neutral carbon economy that encourages sustainable development and is socially inclusive is essential, in CaixaBank's view.

CaixaBank wants to accompany and support the transformation expected from our economy, both in terms of digitisation and the development of a more sustainable social and environmental fabric with greater opportunities for all. To do so, it plans to lead the transformation that is taking place in its sector.

Considering that social and governance issues receive increasing attention from investors and society as a whole, CaixaBank aims to maintain its leadership in positive social impact through its microfinance and financial inclusion activities, promoting a responsible culture focused on people and best practices in good governance, in order to continue to be a benchmark in European banking. The Bank also channels and promotes hundreds of social initiatives through its branches, thanks to the CaixaBank volunteer network, close collaboration with the "la Caixa" Foundation, CaixaBank Dualiza, MicroBank and other social action initiatives.

Therefore, the Group has a strategy that incorporates sustainability as one of its strategic priorities and has been included in the Sustainable Banking Plan 2022–2024

Sustainable Banking Plan 2022–2024

The Sustainable Banking Plan, approved by the Board of Directors in 2021, forms part of the Company's Strategic Plan as one of its main lines of action. This Plan constitutes CaixaBank's proposal during the 2022–2024 period to face challenges such as inequality, climate change and the promotion of the real economy. It has more than 300 initiatives, all of which have time frame and achievement milestones defined previously. The degree of execution of each of these initiatives is reviewed biannually, establishing corrective measures if any deviations are observed.

Through this commitment, CaixaBank intends to become a benchmark bank in Europe in terms of sustainability. To do this, between 2022 and 2024, it will allocate more than €64 billion to sustainable activities, mainly energy transition initiatives and microloans. Through this sustainable financing and other programmes and alliances, we aim to generate a positive social impact.

CaixaBank is developing its sustainable ambition through active listening and dialogue, rigorous methodologies for measuring and managing data, and a sustainability communication strategy for external awareness.

To achieve the bank's commitment to society, the 2022–2024 Sustainable Banking Plan is based on three ambitions and eleven strategic lines:

  • Promoting the sustainable transition of companies and society, offering sustainable solutions in financing and investment, with a focus on energy efficiency, mobility and sustainable housing; ESG advice with a commitment to decarbonise the Group's credit and investment portfolio.

  • Leading positive social impact and promoting financial inclusion thanks to MicroBank, volunteering and social action, promoting microfinance solutions and maintaining its commitment to the rural world, adapting the service channels to the needs of the different customer groups.

  • Promoting a responsible culture by being a benchmark in governance through best practices in culture, reporting and responsible marketing, accompanied by effective and transparent communication on ESG issues.

CaixaBank has a benchmark sustainability team assigned to the Bank's main divisions and Group companies, whose main mission is to promote the plan's development and sustainability in their business department.

> COMMITMENTS OF THE SUSTAINABLE BANKING PLAN 2022–2024

December 2023

2 Women in Management Positions (from deputy managers of large branches) for CaixaBank S.A.

03. Corporate governance

  • Corporate governance [PAGE Error! Bookmark not defined.

    • Best Corporate Governance practices (G) [PAGE Error! Bookmark not defined.

    • The property [PAGE Error! Bookmark not defined.

    • Management and Administration of the Company [PAGE Error! Bookmark not defined.

    • Senior Management [PAGE Error! Bookmark not defined.

    • Remuneration [PAGE Error! Bookmark not defined.

  • Sustainability governance [PAGE Error! Bookmark not defined.

    • Governing bodies [PAGE Error! Bookmark not defined.

    • Management Bodies [PAGE Error! Bookmark not defined.

  • Ethical and responsible behaviour [PAGE Error! Bookmark not defined.

    • Conduct and compliance [PAGE Error! Bookmark not defined.

    • Tax transparency [PAGE Error! Bookmark not defined.

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 while promoting proper risk management and efficient internal control, which enhances transparency and limits the appearance of potential conflicts of interest.

All of this drives excellence in management that results in greater value for the company and therefore for its stakeholders.

As part of our commitment to our mission and vision, we implement good Corporate Governance practices in our activity. This enables us to be a wellgoverned and coordinated company that is recognised for its good practices.

The information regarding the corporate governance of the Company is supplemented by the Annual Director Remuneration Report (ADRR), which is prepared and submitted to a non-binding vote at the Annual General Meeting.

Once approved by the Board of Directors and published on the CNMV website, the ADRR and this ACGR report are available on the CaixaBank corporate website (www.caixabank.com).

CaixaBank's Corporate Governance Policy is based on the Company's corporate values and also on good practices for governance, particularly the recommendations in the Good Governance Code of Listed Companies approved by the CNMV in 2015 and revised in 2020. This policy establishes the action principles that will regulate the Company's corporate governance, and its text was reviewed in December 2021.

> CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

01. Competencies
and self
organisation
in a efficient manner
02. Diversity and
balance

in the composition of
the Board of Directors
03. Professionalism
for proper
compliance

with the duties of
members of the Board
of Directors
04. Balanced
remuneration

aimed at attracting and
retaining the
appropriate profile of
members of the Board
of Directors
05. Commitment

commitment to ethical
and sustainable action
06. Protection and
promotion

of shareholder rights
07. Prevention, identification
handling of conflicts of interest

in particular with regard to operations with related
parties, considering intragroup relations
08. Regulatory
compliance

regulations as the
guiding principle for all
people who form part
of CaixaBank
09. Achievement of
the social interest
10. Transparent information

→ through the acceptance and updating of good governance practices

→ covering both financial and non-financial activity

56

Best Corporate Governance practices (G)

Of the 64 Recommendations in the Good Governance Code (excluding one non-applicable recommendation), CaixaBank is fully compliant with 59 and partially compliant with 4. The following list contains the recommendations with which CaixaBank is partially compliant, and the reason:

> CAIXABANK IS PARTIALLY COMPLIANT WITH THE FOLLOWING RECOMMENDATIONS:

RECOMMENDATION 5

Given that the General Shareholders' Meeting on 14 May 2021 approved a resolution delegating to the Board of Directors the power to issue bonds convertible into shares that allow or are intended to meet regulatory requirements for their eligibility as additional Tier 1 regulatory capital instruments, with the power to exclude pre-emptive subscription rights, subjecting the capital increases that the Board of Directors may approve under this authorisation to the limitation of 50% of the capital at the time of authorisation and not 20%, the latter being the general limit applicable to listed companies.

Law 5/2021, in force since 3 May 2021, imposed a general prohibition for the General Shareholders' Meeting of all listed companies from delegating to the Board the power to increase the share capital, excluding pre-emptive subscription rights, by an amount exceeding 20% of the share capital, as well as the power to issue convertible bonds excluding pre-emptive subscription rights, so that the maximum number of shares into which the bonds may be converted, added to the number of shares issued by the directors under the delegation to increase capital, does not exceed 20% of the share capital.

Without prejudice to the foregoing, in the case of credit institutions, as is the case of CaixaBank, the Law provides for the possibility of not applying this 20% limit to convertible bond issues made by credit institutions, provided that these issues comply with the requirements of Regulation (EU) 575/2013, which is expressly stated in the resolution of the General Shareholders' Meeting of 14 May 2021, with the limit of 50% of share capital being applicable at the time of authorisation.

Pursuant to the delegation of authority granted to it by the Annual General Meeting of Shareholders held on 14 May 2021, the Board of Directors approved, on 29 July 2021, the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding preemptive subscription rights, the definitive terms being fixed on 2 September 2021, as published in a privileged information communication of the same date.

In addition, on 16 February 2023, the Board of Directors approved the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding pre-emptive subscription rights, the definitive terms being fixed on 1 March 2023, as published in a communication from OIR on the same date.

On 3 January 2024, CaixaBank reported the approval of an issue of preferential shares, eventually convertible into new issue shares (Additional Tier 1) worth EUR 750 million, with the pre-emptive subscription right disapplied. The preference shares are perpetual, although they may be redeemed under specific circumstances at the option of CaixaBank and, in all cases, are convertible into ordinary newly-issued shares of the entity if CaixaBank or the CaixaBank Group has a Common Equity Tier 1 ratio (CET1), of less than 5.125%, calculated in accordance with European Regulation 575/2013 of 26 June of the European Parliament and Council, on prudential requirements of credit institutions and investment firms. The issuance was aimed exclusively at professional investors and eligible counterparties, and retailers were expressly excluded.

RECOMMENDATION 10

Because the regulations of CaixaBank's Annual General Meeting provide for a different voting system depending on whether resolutions are proposed by the Board of Directors or by shareholders. This is to avoid counting difficulties in respect of shareholders who are absent before the vote and to resolve new proposals dealing with resolutions that contradict the proposals submitted by the Board, ensuring in all cases the transparency of counting and the proper recording of votes.

RECOMMENDATION 27

Because the proxies for voting at the headquarters of the Board, when applicable, in cases when attendance in not possible, may be carried out with or without specific instructions at the discretion of each director. The freedom to appoint proxies with or without specific instructions is considered a good Corporate Governance practice by the Company and, specifically, the absence of instructions is seen to facilitate the proxy's ability to adapt to the content of the debate.

RECOMMENDATION 64

Payments for termination or expiry of the Chairman's and CEO's contracts, including severance pay in the event of termination or expiry of the relationship in certain cases and the post-contractual non-competition agreement, do not exceed the amount equivalent to two years of the total annual remuneration for each of them. In addition, CaixaBank has recognised a social security supplement for the CEO to cover retirement, death and permanent total, absolute or severe disability, and for the Chairman to cover death and permanent total, absolute or severe disability.

In the case of the commitment to cover the retirement contingency, this is a system established under a defined contribution plan, for which the annual contributions to be made are fixed in advance. Under this commitment, the CEO has recognised the right to receive a retirement benefit

upon reaching the legally established age, which will be the result of the sum of the contributions made by CaixaBank and their corresponding returns up to that date, provided that he/she is not terminated 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 CEO's contract, the contributions would be consolidated (except in the event of termination for just cause attributable to the CEO) but in no case is there any provision for the possibility of receiving an early retirement benefit, since its accrual and payment would occur only on the occasion and at the time of retirement (or the occurrence of the other contingencies covered) and not on the occasion of the termination of the contract. The nature of these savings systems is not to indemnify or compensate for the loss of rights to the assumption of non-competition obligations, as they are configured as a savings system that is endowed over time with periodic contributions and which form part of the fixed components of the usual remuneration package of the Executive Directors; unlike indemnities or compensations for not competing, it grows over time and is not set in absolute terms.

Therefore, the institution would only be in breach of 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.

Recommendation 2 is not deemed to be applicable as

CaixaBank is not a company controlled by another entity, listed or otherwise, in the sense of Article 42 of the Commercial Code.

Changes in the composition of the Board and its committees in the 2023 financial year

The Ordinary General Shareholders' Meeting held on 31 March 2023 approved the re-election of Gonzalo Gortázar (executive director), María Amparo Moraleda (independent director) and Cristina Garmendia (independent director) as members of the Board of Directors, as well as the appointment of Peter Löscher as a new member of the Board of Directors as an independent director, to fill the vacancy created by the resignation of John S. Reed.

Following the Ordinary General Shareholders' Meeting, the Board of Directors agreed to appoint Gonzalo Gortázar as Chief Executive Officer with all the powers that may be delegated by law and the Articles of Association. In addition, Eduardo Javier Sanchiz was appointed as Lead Independent Director , as agreed by the Board of Directors on 22 December 2022, following the resignation of John S. Reed.

Likewise, the Board of Directors, on the same date and following the above appointment resolutions, agreed to reorganise the composition of the Board Committees.

As regards the Executive Committee, the Board agreed to incorporate Eduardo Javier Sanchiz (independent director) as a new member of the Committee, replacing María Verónica Fisas, who ceased to be a member of the Executive Committee. In addition, it was agreed to appoint Gonzalo Gortázar and María Amparo Moraleda again as members of the Committee, after being re-elected as directors by the General Meeting.

As regards the Appointments and Sustainability Committee, the Board also agreed to re-appoint María Amparo Moraleda as a member of the Committee, following her re-election as an independent director by the General Shareholders' Meeting. For their part, the members of the Commission agreed to appoint María Amparo Moraleda as Chairwoman of the Committee.

As for the Audit and Control Committee, according to an agreement by the Board, Koro Usarraga ceased to be a member of the Committee, which led to a reduction in one of the total number of members of the Committee. In addition, the Board agreed to reappoint Cristina Garmendia as a member of the Committee, following her re-election as independent director by the General Shareholders' Meeting. For their part, the members of the Committee agreed to appoint Eduardo Javier Sanchiz (independent director) as its Chairman.

As regards the Risk Committee, the Board resolved that Eduardo Javier Sanchiz would no longer be a member of the Risk Committee, reducing the total number of members by one. For their part, the members of the Committee agreed to appoint Koro Usarraga (independent director) as Chairwoman.

As regards the Remuneration Committee, the Board agreed to the incorporation of Eva Castillo and Koro Usarraga, both independent directors, as well as the non-renewal of María Amparo Moraleda as a member. These changes represented an increase in one Committee member. In addition, the Board agreed to re-appoint Cristina Garmendia as a member of the Committee, following her re-election as independent director by the General Shareholders' Meeting. For their part, the members of the Committee agreed to appoint Eva Castillo (independent director) as Chair.

Finally, as regards the Innovation, Technology and Digital Transformation Committee, the Board agreed to incorporate Francisco Javier Campo (independent director) as a member, increasing the number of members of the Committee by one. In addition, the Board agreed to re-appoint Gonzalo Gortázar, María Amparo Moraleda and Cristina Garmendia as members of the Committee, following their re-election as directors by the General Shareholders' Meeting.

On 15 May, following verification of his suitability by the European Central Bank, Peter Löscher accepted his appointment as a director, as well as his appointment as a member of the Appointments and Sustainability Committee and the Innovation, Technology and Digital Transformation Committee.

In 2023, progress was made on the path of excellence in Corporate Governance.

Corporate Governance Progress in 2023

In addition to what is explained in the previous section on the re-election of three directors and the appointment of a new director, as well as various changes to the Committees and the change of the Lead Independent Director (which took effect after the 2023 AGM), it should be noted that the Board of Directors had established an improvement plan for the 2023 financial year, the result of the evaluation exercise carried out in 2022 with the assistance and collaboration of Korn Ferry, as external advisor, relating to the functioning of the Board itself and its Committees, as well as time distribution issues to increase attention to the monitoring of significant investments and also to the governance of the CaixaBank Group's most relevant subsidiaries and, in order to keep Board members permanently updated, to carry out training actions. In this regard, and in relation to these opportunities for improvement, during the 2023 financial year, the established objectives were met once again and solid progress was made on the path to excellence in Corporate Governance, consolidating the strengths of transparent, efficient and coherent governance aligned with the objectives of the company's Strategic Plan.

Firstly, as regards the functioning of the Board of Directors and the Board Committees, in view of the favourable progress achieved in recent years, the company considers it important to maintain and consolidate the excellent standard achieved with regard to the dynamics of meetings, in terms of their duration and the distribution of time according to the subject matter of the various items on the agenda.

The right balance between operational and strategic issues for good monitoring of investments and key subsidiaries.

In this regard, efforts have been made to increase and consolidate the levels of technical rigour and anticipation of the information and documentation provided to the Board members, in addition to introducing improvements in IT tools at the service of the Board members. On the other hand, and with regard to the frequency, duration, distribution of time and dynamics followed in Board meetings, the company has consolidated the practices of promoting debate, frequency and dynamics of programming and attendance at Board meetings and its Committees.

Secondly, as regards aspects related to the composition of the Board and its Committees, as indicated above, the Board agreed to appoint a new independent director and the Lead independent director has thus changed. With regard to the Board Committees, it was considered advisable to strengthen the composition of the Innovation, Technology and Digital Transformation Committee, and therefore it was agreed on 31 March 2023 to amend the Board Regulations to increase the maximum number of members of this Committee from six (6) to seven (7), in order to adequately address the workload and carry out the functions envisaged.

In terms of succession planning, a greater level of transparency has been provided on the process for establishing the Chairman and CEO Succession Plan, as well as greater detail regarding the process,

candidate "pool" and opportunities for exposure and visibility in relation to the Succession Plan of the members of the Management Committee.

Likewise, it has been consolidated as a good governance practice to establish at the beginning of the financial year the calendar and planning of the meetings of the different governing bodies and to monitor the annual planning, the monitoring of mandates and requests for information, as well as the monitoring of agreements and decisions adopted by the governing bodies. On the other hand, and in order to strengthen and enhance the knowledge of the Board of Directors as a whole, as well as the specific knowledge of the Committees, a training plan has been developed throughout the year dedicated to the analysis of various topics such as different business areas, economic-financial information, sustainability, digital currencies and digital euro, relevant aspects of regulation, innovation and cybersecurity, among others. In addition, Directors receive up-to-date information on economic and financial developments on a recurring basis.

Finally, in line with best corporate governance practices, two meetings of the Lead Independent Director were held without the presence of the executive directors.

Challenges for 2024

In 2023, a self-assessment exercise has been carried out internally as in the previous year, with the Board assisted by Korn Ferry's external consultant.

After carrying out this self-assessment exercise and examining the results obtained and its conclusions, also taking into account the activity reports of the Board Committees (the reports of all the Committees are published for the first time on the corporate website, as an exercise of greater transparency and good practice in the entity's corporate governance), the Board has concluded that, in general terms, its functioning and composition have been adequate for the exercise and performance of its functions, in particular for the correct management of the company that the governing body has carried out.

In short, the Board has favourably assessed the quality and efficiency of its functioning and that of its Committees during the 2023 financial year.

Likewise, in order to continue improving the quality and efficiency of the functioning of the Board and its Committees, it has been agreed to address and implement some specific recommendations during the 2024 financial year.

As regards the functioning of the Board, improvements will continue to be made not only in the IT tools and resources available, but also in the anticipation of documentation as well as in the presentation of issues, such as the provision of executive summaries, with the aim of being able to devote as much time as possible at Board meetings to discussion and decision-making. Similarly, it was agreed to increase attention to the monitoring of significant investments, as well as to deepen the monitoring of the Information Systems Strategic Plan in order to give greater support to the Innovation, Technology and Digital Transformation Committee. Likewise, in order to keep the Board permanently updated, it was agreed to continue to carry out training activities for Board members during the year on various subjects, such as geostrategy.

Finally, with regard to Board committees, the aim is to continue to improve performance of their important functions of assisting the Board, improving the knowledge of members, especially in those committees of a more technical nature.

Ownership

Share capital (A.1 + A.11 + A.14)

At the close of the financial year, the share capital of CaixaBank was 7,502,131,619 euros, represented by 7,502,131,619 shares each with a face value of 1 euro, belonging to a single class and series, with identical political and economic rights, and represented through 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 13 January 2023, CaixaBank's current share capital was registered in the Valencia Mercantile Registry as a result of the execution of the reduction of the Company's share capital agreed by the Board of Directors on 22 December 2022. The Company's By-laws do not contain the provision of shares with double loyalty voting.

As regards the issuance of securities not traded in a regulated EU market, thus, referring to non-participating or non-convertible securities, in 2021, CaixaBank performed

  • a non-preference ordinary bond issue for 200 million Swiss francs (ISIN CH1112011593), which has been admitted to trading in the SIX Swiss market,

  • in 2023, an issue of ordinary non-preferred bonds admitted to trading on the Irish unregulated market (GEM), for an amount of US\$1,250 million (ISIN US12803RAA23 / USE2428RAA35),

  • in 2023, an issue of ordinary non-preferred securities admitted to trading on the Irish unregulated market (GEM), for an amount of US\$1 billion (ISIN US12803RAB06 / USE2428RAB18), and

  • in 2023, an issue of ordinary non-preferred securities admitted to trading on the Irish unregulated market (GEM), in the amount of US\$1 billion (ISIN US12803RAC88 / USE2428RAC90).

Also, of the issues of securities admitted to trading outside a regulated market in the EU that were incorporated into CaixaBank as a result of the merger by absorption of Bankia, at 31 December 2023 an issue of ordinary bonds for EUR 7.9 million (ISIN XS0147547177), admitted to trading on the unregulated market in Luxembourg, was still current.

Shareholder structure

Share tranches Shareholders1 Shares % of share capital
from 1 to 500 276,577 51.686.920 0.69
from 501 to 1,000 107,214 77.240.760 1.03
From 1,001 to 5,000 163,283 355.756.385 4.74
from 5,001 to 50,000 41,777 471.634.488 6.29
from 50,001 to
100,000
867 58.549.525 0.78
more than 100,0002 595 6.487.263.541 86.47
Total 590,313 7.502.131.619 100

1 For shares held by investors trading through a custodian entity located outside of Spain, the custodian is considered to be the shareholder and appears as such in the corresponding book entry register.

2 Includes treasury shares.

Significant shareholders (A.2)

In accordance with the CNMV definition, significant shareholders are those who hold voting rights representing at least 3% of the total voting rights of the issuer (or 1% if the shareholder is a resident of a tax haven). According to the information provided by "la Caixa" Banking Foundation (and its subsidiary Criteria Caixa, S.A.U.) and by FROB (and its subsidiary BFA, Tenedora de Acciones, S.A.) as of 31 December 2023 and the latest public communication from BlackRock to the CNMV on 4 May 2023, its holdings are as follows:

% of voting rights attributed
to the shares
% of voting rights through
financial instruments
Name or
company name
of the holder
Direct Indirect Direct Indirect % total
voting
rights
Black
Rock, Inc.
0.000 4.448 0.000 0.546 4.994
"la Caixa"
Banking
Foundation
0.000 31.917 0.000 0.000 31.917
Criteria Caixa,
S.A.U.
31.917 0.000 0.000 0.000 31.917
FROB 0.000 17.320 0.000 0.000 17.320
BFA Tenedora de
Acciones, S.A.
17.320 0.000 0.000 0.000 17.320

Details of indirect holding

Details of direct and indirect owners of significant holdings at the end of the financial year, excluding directors with a significant shareholding:

Name or
corporate name
of the indirect
owner
Name or corporate
name of the direct
owner
% of voting
rights
attributed to
the shares
% of voting
rights
through
financial
% total
voting
rights
Black
Rock, Inc.
Other controlled
entities belonging to
the BlackRock, Inc
Group.
4.448 0.546 4.994
"la
Caixa" Banking
Foundation
Criteria
Caixa, S.A.U.
31.917 0.000 31.917
FROB BFA,
Tenedora de
Acciones, S.A.
17.320 0.000 17.320

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 share % subsequent
share
16/01/2023 BlackRock, Inc. 3.211 5.017
04/05/2023 BlackRock, Inc. 5.017 4.994

Shareholders' agreements (A.7 + A.4)

The Company is not aware of any concerted actions among its shareholders or shareholders' agreements, now 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 2023, the Board has the 5-year authorisation granted at the AGM of 22 May 2020 to proceed with the derivative acquisition of treasury shares, directly and indirectly through its subsidiaries, under the following terms:

  • The acquisition may be in the form of a trade, swap, dation in payment or any other form allowed by law, in one or more instalments, provided that the nominal amount of the shares acquired does not amount to more than 10% of the subscribed share capital when added to those already owned by the Company.

  • When the acquisition is burdensome, the price shall be the price of Company shares on the Continuous Market at 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 Code of Conduct in matters relating to the securities market, CaixaBank share transactions must always be for legitimate purposes, such as contributing to the liquidity and regularising the trading of CaixaBank shares. Under no circumstances may the transactions aim to hinder the free process of formation of market prices or favour certain shareholders of CaixaBank. In this regard, the Board of Directors set the criteria for intervention in treasury shares on the basis of a new alerts system to define the margin of discretion of the inside area when managing treasury shares.

Number of shares held indirectly (*) through:

Vida-Caixa, S.A. de Seguros y Reaseguros 281,192
Banco BPI, SA 425,609
Nuevo Micro Bank, S.A.U. 17,822
CaixaBank Payments & Consumer, E.F.C, E.P., S.A. 28,350
CaixaBank Wealth Management Luxembourg, S.A. 29,554
CaixaBank Facilities Management, S.A. 2,050
CaixaBank Operational Services, S.A.U. 2,626
Total 787,203

134.499.655

Number of shares held directly

1.80%

% of total share capital

787,203

Number of shares held indirectly (*)

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

Notwithstanding the foregoing and during the financial year 2023, CaixaBank approved and implemented a treasury share buyback programme (the "buyback programme" or the "Programme") in accordance with the milestones set out below:

On 28 July 2023, CaixaBank informed the market of its intention, subject to regulatory approval, to implement a share buy-back programme for EUR 500 million in order to distribute the CET1 surplus above 12%.

On 18 September 2023, following the relevant regulatory authorisation, CaixaBank announced that the Board of Directors had agreed to approve and initiate the "Buyback Programme" for a maximum amount of 500 million euros. The Buyback Programme has been carried out in accordance with Article 5 of Regulation (EU) No 596/2014 and Delegated Regulation (EU) 2016/1052 and has among others the following features:

  • Purpose of the Buyback Programme: to reduce CaixaBank's share capital by redeeming the treasury shares acquired under the buy-back programme, with the reduction in share capital to be submitted for approval at the Ordinary General Shareholders' Meeting in 2024.,

  • Maximum investment: the buy-back p'rogramme will have a maximum monetary amount of EUR 500 million.

  • Maximum number of shares: the maximum number of shares to be acquired in the execution of the Programme will depend on the average price at which the purchases take place and, added to the treasury shares held by CaixaBank at any given time, will not exceed 10% of the bank's share capital (750,213,161 shares).

  • Duration of the programme: The Programme shall have a maximum duration of 12 months from the date of the announcement. However, the Company reserves the right to terminate the Buy-back programme if the maximum monetary amount is reached beforehand or if circumstances so advise or require.

  • Execution of the Programme: BofA Securities Europe S.A. has been designated as the Programme Manager.

It is worth mentioning that on 3 January 2024 CaixaBank informed the market that the maximum investment foreseen in the Buy-back Programme had been reached, i.e. 500 million euros, which means the acquisition of a total of 129,404,256 treasury shares, representing 1.72% of the share capital.

All acquisitions under the Buy-back Programme have been carried out and reported on a regular basis in accordance with Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the "Market Abuse Regulation") and Commission Delegated Regulation (EU) 2016/1052 (the "Delegated Regulation"). As a result of the above, the Buy-back Programme had been completed.

As stated in the announcement of the start of the buy-back programme, the purpose of the programme was to reduce CaixaBank's share capital by redeeming the treasury shares acquired under the programme. To this end, the reduction of CaixaBank, S.A.'s share capital by 500 million euros, through the cancellation of the 129,404,256 treasury shares acquired, is to be submitted for approval at the Ordinary General Shareholders' Meeting in 2024. The approval and formalisation of the reduction of capital will be reported to the market in a timely manner.

On 2 February 2024, CaixaBank announced that it intends, subject to obtaining the relevant regulatory authorisation, to implement a new share buyback during the first half of 2024, with the aim of bringing the CET1 ratio to 12% by the end of 2023. Specific details of the share buy-back, including the maximum investment, will be disclosed once the regulatory approval is obtained.

Information on the acquisition and disposal of treasury shares held in treasury during the period is included in Note 25 "Equity" to the Consolidated Financial Statements.

Regulatory working capital (A.11)

The CNMV defines "estimated working capital" as the part of share capital that is not in the possession of significant shareholders (according to information in previous section A.2) or members of the board of directors or that the company does not hold in treasury shares.

Available working capital

In order to specify the number of shares available for the public, a definition of "available working capital" is used that takes into account the issued shares minus the shares held in the treasury, shares owned by members of the Board of Directors and shares held by "la Caixa" Bankia Foundation and the FROB, and it differs from the regulatory calculation.

> GEOGRAPHICAL DISTRIBUTION OF INSTITUTIONAL INVESTORS

70.5% Institutional

66

Authorisation to increase capital (A.1)

At 31 December 2023, the Board holds the authorisation granted by the AGM on 22 May 2020 until May 2025 to increase capital on one or more occasions up to the maximum nominal amount of 2,991 million euros (50% of the share capital at the date of the proposal on 22 May 2020), under such terms as it deems appropriate. This authorisation may be used for the issue of new shares, with or without premium and with or without voting rights, for cash payments.

The Board is authorised to waive, in full or in part, the pre -emptive rights, in which case the capital increases will be limited, in general, to a total maximum amount of 1,196 million euros (20% of the share capital at the date of the proposal on 16 April 2020). 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. As a result of the authorisation granted by the AGM in May 2021, the Board is authorised to waive the pre -emptive rights without being subject to the aforementioned limit of 1,196 million euros if it decides to issue convertible securities for the purpose of meeting certain regulatory requirements. Along these lines, as of 3 May 2021, the Corporate Enterprises Act includes as a general obligation the 20% limitation for the exclusion of pre -emptive subscription rights in capital increases, as well as in the case of credit institutions the possibility of not applying this 20% (and only the general limit of 50%) to convertible bond issues made by credit institutions, provided that such issues comply with the requirements under Regulation (EU) 575/2013.

At the last General Shareholders' Meeting held on 8 April 2022, the reports of the Board of Directors and BDO Auditores S.L.P. were communicated and made available to the shareholders. (independent expert appointed by the Commercial Registry of Valencia) were communicated and made available to the shareholders for the purposes of the provisions of article 511 of Royal Legislative Decree 1/2010, of 2 July, regarding the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding the pre -emptive subscription right. This issue was approved by the Board of Directors on 29 July 2021 under the delegation of powers granted in its favour by the Ordinary General Shareholders' Meeting of 14 May 2021, the final terms being set on 2 September 2021, as published in a privileged information communication of the same date.

In addition, on 16 February 2023, the Board of Directors approved the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding pre -emptive subscription rights, the definitive terms being fixed on 1 March 2023, as published in a communication from OIR on the same date.

CaixaBank holds the following bonds, as preference shares (Additional Tier 1) that may be convertible into new issue shares under certain terms and conditions without pre -emptive rights:

> BREAKDOWN OF PREFERENCE SHARE ISSUES1

€ millions

Amount to be amortised
Issue date Maturities Nominal amount Nominal interest rate2 31-12-2023 31-12-2022
June 2017 1,3 Perpetual 1,000 6.750% 1,000 1,000
March 20181 Perpetual 1,250 5.250% 1,250 1,250
September 2018 Perpetual 500 6.375% 0 500
October 20201 Perpetual 750 5.875% 750 750
September 20211 Perpetual 750 3.625% 750 750
March 20231 Perpetual 750 8.250% 750 0
PREFERENCE SHARES 4,500 4,250
Own securities purchased 0 0
Total 4,500 4,250

1 They are perpetual additional tier 1 capital instruments, notwithstanding which they may be redeemed (partially or fully) in certain circumstances at CaixaBank's option (once at least five years have elapsed since their issue date according to the particular conditions of each one of them, and with the prior consent of the competent authority) and, in any case, they will be converted into newly issued ordinary shares of CaixaBank if CaixaBank 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 2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms ("CRR"), of less than 5.125%. The conversion price of the preference shares shall be the highest of (i) the volume-weighted daily average price of CaixaBank's shares in the five trading days prior to the day the corresponding conversion is announced, (ii) the minimum conversion price specified for each issue, and (iii) the par value of CaixaBank's shares at the time of conversion.

2 Payable quarterly.

3 From this issue, a total of 605 million euros of nominal value was repurchased in January 2024 and subsequently redeemed. This buy-back was combined with an issuance on 16 January 2024 of preferential shares eventually convertible into newly-issue shares that qualify as Additional Tier 1 (AT1) capital for €750 million. The remuneration, which is discretionary and subject to certain conditions, was set at 7.5% per annum, payable quarterly.

Performance of stocks (A.1)

CaixaBank's share price closed 2023 at €3.726 per share, representing a revaluation +1.5% in the year.

Overall, 2023 leaves a very positive balance on the stock markets, with most of the world's exchanges closing with gains and with the Chinese indices as the main - and almost exclusive - exception. Thus, the Ibex 35 and the Eurostoxx 50 advanced by +22.8% and +19.2% over the year, respectively, while the benchmark banking stocks performed even better than the general aggregates (+27.8% Ibex 35 Banks and +23.5% Eurostoxx Banks).

The year was marked by the sluggishness of the European economy and the resilience of the North American economy in a complex geopolitical context, with the prolongation of the war in Ukraine and the outbreak of new conflicts in the Middle East, as well as the decline in inflation rates throughout the year. The banking crises in the USA and Switzerland in the early stages of the year were contained and had a limited impact.

Following the sharp interest rate hikes, the main central banks ended 2023 by keeping interest rates stable and reorienting their monetary policy towards a strategy of maintaining them at sufficiently restrictive levels for a good period of time. In this context, and despite statements by various Fed and ECB officials seeking to contain expectations of rate cuts, there was a change of narrative in the financial markets, with renewed risk appetite and revaluations in both equities and bonds, spurred by good inflation data in both the US and Europe, a greater probability of a soft landing for the US economy, and the expectation of an earlier start to rate cuts.

> CAIXABANK SHARE PERFORMANCE

(WITH RESPECT TO SPANISH AND EUROPEAN BENCHMARK INDEXES) (year-end 2022 BASE 100 and annual variations in %)

Action December 2023 December 2022 Change
Share price (€/share) 3.726 3.672 0.054
Market capitalisation 27,450 25,870 1,580
Book value per share (€/share) 4.93 4.57 0.36
Tangible book value per share (€/share) 4.20 3.82 0.38
Net profit attrib. per share excl. merger impacts (€/share) (12 months) 0.64 0.37 0.27
PER (Price/Profit; multiple) 5.78 9.95 -
4,17
P/TBV tangible (Share price divided by tangible book value) 0.89 0.96 -
0,07

1 The financial information published for 2022 has been restated as per IFRS 17 / IFRS 9.

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)

No changes to CaixaBank's Articles of Association were approved in 2023.

The Company's By-laws do not contain the provision of shares with double loyalty voting. In addition, there are no statutory restrictions on the transfer of shares, other than those established by law. (A.1 and A.12)

CaixaBank has not adopted any neutralisation measures (according to the definitions in the Securities Market Law) in the event of a takeover bid. (A.13)

On the other hand, there are legal provisions2 that regulate the acquisition of significant shareholdings in credit institutions as banking is a regulated sector (the acquisition of shareholdings or significant influence is subject to regulatory approval or non-objection) without prejudice to those related to the obligation to formulate a public takeover bid for the shares to acquire control and for other similar operations.

Regarding the rules applicable to amendments to the Articles of Association, as well as the rules for shareholders' rights to amend them, CaixaBank's rules and regulations largely include the provisions of the

Capital Companies Act. Likewise, as a credit institution, the amendment of the Articles of Association is subject to the authorisation and registration procedure established in Royal Decree 84/2015, of 13 February, which implements Law 10/2014, of 26 June, on the regulation, supervision and solvency of credit institutions. It should be mentioned that, in accordance with the regime envisaged in this rule, certain modifications (the change of registered office within the national territory, the increase of share capital or the textual incorporation of mandatory or prohibitive legal or regulatory precepts, or to comply with judicial or administrative resolutions, as well as those that the Banco de España has considered of little relevance in response to prior consultation) are not subject to the authorisation procedure, although they must in any case be notified to the Banco de España for registration in the Register of Credit Institutions. (B.3)

In relation to the right to information, the Company acts under the general principles of transparency and non-discrimination contained in current legislation and set out in internal regulations, especially in the Policy on communication and contact with shareholders, institutional investors and proxy shareholders, which is available on the corporate website. With regard to inside information, in general, this is made public immediately through the CNMV website and the corporate website, as well as any other channel deemed appropriate. Notwithstanding the foregoing, the Company's Investor Relations area carries out information and liaison activities with different stakeholders, always in accordance with the principles of the aforementioned Policy.

1 Registration of ownership of shares in the relevant book-entry ledger, at least 5 days in advance of the date on which the General Meeting is to be held and ownership of at least 1,000 shares, individually or in a group with other shareholders. 2 Regulation (EU) 1024/2013 of the Council, of 15 October 2013, conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions; Securities Market Law; and Act 10/2014, of 26 June, on the organisation, supervision and solvency of credit institutions (art. 16 to 23) and Royal Decree 84/2015, of 13 February, which implements it.

Management and Administration of the Company

At CaixaBank, the management and control functions in the Company are distributed among the Annual General Meeting, the Board of Directors, and its committees:

Annual General Meeting

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

Accordingly, in order to facilitate the participation of shareholders in the General Shareholders' Meeting and the exercise of their rights, the Board will adopt such measures as appropriate so that the AGM may effectively perform its duties.

> ATTENDANCE AT GENERAL MEETINGS (B.4)

Distance voting
Date of general meeting Physically present Present by proxy Electronic means Other Total
14/05/20212 46.18% 26.94% 1.24% 1.07% 75.43%
Of which: Public float1 0.01% 23.96% 1.24% 1.07% 26.28%
8/04/20223 46.87% 28.62% 0.25% 0.40% 76.14%
Of which: Public float1 0.70% 22.51% 0.25% 0.40% 23.86%
31/03/20234 49.61% 25.22% 0.91% 0.82% 76.56%
Of which: Public float1 0.02% 20.82% 0.91% 0.82% 22.57%

1 Approximate information given that significant foreign shareholders hold their stakes through nominees.

2 The General Shareholders' Meeting of May 2021 was held in hybrid format (in person and electronically) and therefore figure for physical attendance corresponds to both in-person and remote participation by shareholders.

3 The General Shareholders' Meeting of April 2022 was held in hybrid format (in person and electronically) and therefore figure for physical attendance corresponds to both in-person and remote participation by shareholders.

4 The General Shareholders' Meeting of April 2023 was held in hybrid format (in person and electronically) and therefore figure for physical attendance corresponds to both in-person and remote participation by shareholders.

At the General Shareholders' Meeting in March 2023 all items on the agenda were approved (B.5):

> GENERAL SHAREHOLDERS' MEETING OF 31 MARCH 2023

76.56% of quorum 92.03%
of total share capital average approval
Resolutions of the General Shareholders' Meeting 31/03/2023 % votes issued in favour % votes in favour out of
1 Individual and consolidated annual financial statements for 2022 and the respective management reports 99.86% 76.45%
2 Status of the consolidated non-financial statement for 2022 99.90% 76.49%
3 Management of the Board of Directors in 2022 99.79% 76.40%
4 Approval for the application of the 2022 financial results 99.85% 76.45%
5 Re-election of CaixaBank and consolidated group auditors for 2024 99.79% 76.40%
6.1 Re-election of the director Gonzalo Gortázar Rotaeche 99.44% 76.13%
6.2 Re-election of the director Cristina Garmendia Mendizábal 99.50% 76.18%
6.3 Re-election of the director María Amparo Moraleda Martínez 99.17% 75.93%
6.4 Appointment as Director of Peter Löscher 99.66% 76.30%
7 Modification of the remuneration policy of the Board of Directors 76.03% 58.21%
8 Setting of the Directors' remuneration 76.91% 58.88%
9 Issue of shares to executive directors as payment of the variable components of their remuneration 77.05% 58.99%
10 Maximum level of variable remuneration for employees whose professional activities have a significant impact on the risk profile 77.01% 58.93%
11 Authorisation and delegation of powers to interpret, rectify, supplement, execute, implement, convert to public instruments and register
the resolutions
99.91% 76.49%
12 Advisory vote on the Annual Report on Remuneration of the members of the Board for the 2022 financial year 76.63% 58.67%
Average 92.03%

AGM date 31 March 2023. For further information about the results of the votes, go to:

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionistasinversores/Gobierno_Corporativo/JGA/2023/Quorum_CAST_2023.pdf

There are no differences between the minimum quorum requirements for the constitution of the General Shareholder's Meeting, nor with respect to the regime for adopting corporate resolutions established by the Corporate Enterprises Act for General Shareholders' Meetings and those set by CaixaBank. (B.1, B.2).

It has not been established that the decisions that entail an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions (other than those established by law) must be subject to the approval of the AGM. However, the Regulations of the General Meeting establishes that the AGM shall have the remit prescribed by applicable law and regulations at the Company. (B.7).

The corporate governance information is available on the corporate website of CaixaBank (www.caixabank.com) under "Shareholders and Investors – Corporate governance and remuneration policy"¹, including specific information on the general shareholders' meetings"². Also, when an AGM is announced, a banner appears on the CaixaBank homepage with a direct link to the information regarding 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

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 Articles of Association is 22 and 12, respectively.(C.1.1)

The General Shareholders' Meeting of 22 May 2020 adopted the agreement to set the number of Board members at 15.

At CaixaBank, the Chairman and CEO have different yet complementary roles. There is a clear division of responsibilities between each position. The Chairman is the Company's senior representative, performs the functions assigned by the By-laws and current regulations, and coordinates together with the Board of Directors, the functioning of the Committees for a better performance of the supervisory function. Furthermore, since 2021, the Chairman carries out these functions together with certain executive functions within the scope of the Board's Secretariat, External Communications, Institutional Relations and Internal Audit (notwithstanding this area reporting to the Audit and Control Committee). The Board has appointed a CEO, the main executive director of the Company who is responsible for the day-to-day management under the supervision of the Board. There is also a

delegated committee, the Executive Committee, which has executive functions (excluding those that cannot be delegated). It reports to the Board of Directors and meets on a more regular basis.

There is also a Lead Independent Director appointed from among the independent directors who, in addition to leading the periodic assessment of the Chairman, also chairs the Board in the absence of the Chairman and the Deputy Chairman, in addition to other assigned duties.

The directors meet the requirements of honourability, experience and good governance in accordance with the applicable law at all times, considering, furthermore, recommendations and proposals for the composition of administrative bodies and profile of directors issued by authorities and national or community experts.

As at 31 December 2023, the Board of Directors was composed of 15 members (without taking into account the vacancy), with two CEO and 13 external directors (nine independent, three proprietary and one other external).

In terms of independent directors, these make up 60% of the CaixaBank Board of Directors, which is well in line with the current provisions of Recommendation 17 of the Code of Good Governance for Listed Companies in companies that have one shareholder who controls more than 30% of the share capital.

The Board also has two executive directors (the Chairman of the Board and the CEO), an external director, as well as three proprietary directors, two of which are proposed by the FBLC and CriteriaCaixa and one by 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 OF DIRECTORS AT END OF 2023 CATEGORY

> MEMBERS OF THE BOARD OF DIRECTORS OF CAIXABANK

> DIRECTORS IN EACH CATEGORY, AS AT 31 DECEMBER >TIME IN ROLE AS AT 31 DECEMB

Details of the Company's directors at year-end 2023 are set out below: (C.1.2)

José Ignacio
Goirigolzarri
Tomás
Muniesa
Gonzalo
Gortázar1
Eduardo
Javier Sanchiz
Joaquín
Ayuso
Francisco
Javier Campo
Eva Castillo Fernando María Ulrich Verónica
Fisas
Cristina
Garmendia
Peter
Löscher
M. Amparo
Moraleda
Teresa
Santero
José Serna Koro Usarraga
Director
category
Executive Proprietary Executive Independent Independent Independent Independent Other External2 Independent Independent Independent Independent Proprietary Proprietary Independent
Position on the
Board
Chairman Deputy
Chairman
CEO Lead
Independent
Director
Director Director Director Director Director Director Director Director Director Director Director
Date of first
appointment
03/12/2020 01/01/2018 30/06/2014 21/09/2017 03/12/2020 03/12/2020 03/12/2020 03/12/2020 25/02/2016 05/04/2019 31/03/2023 24/04/2014 03/12/2020 30/06/2016 30/06/2016
Date of last
appointment
03/12/2020 08/04/2022 31/03/2023 08/04/2022 03/12/2020 03/12/2020 03/12/2020 03/12/2020 22/05/2020 31/03/2023 31/03/2023 31/03/2023 03/12/2020 14/05/2021 14/05/2021
Election
procedure
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
Year of birth 1954 1952 1965 1956 1955 1955 1962 1952 1964 1962 1957 1964 1959 1942 1957
Mandate end
date
03/12/2024 08/04/2026 31/03/2027 08/04/2026 03/12/2024 03/12/2024 03/12/2024 03/12/2024 22/05/2024 31/03/2027 31/03/2027 31/03/2027 03/12/2024 14/05/2025 14/05/2025
Nationality Spanish Spanish Spanish Spanish Spanish Spanish Spanish Portuguese Spanish Spanish Austrian Spanish Spanish Spanish Spanish

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

2 Fernando Maria Ulrich was classified as another external director, neither proprietary nor independent, in accordance with the provisions of section 2 of article 529 duodecies of the Corporate Enterprises Act and article 19.5 of the Regulations of the Board of Directors. He has been the Non-Executive Chairman of Banco BPI, S.A. since 2017.

List any independent Directors who receive from the company or group any amount or payment other than standard Director remuneration or who maintain or have maintained during the last year a business relationship with the company or any group company, either in their own name or as a significant shareholder, director or senior manager of an entity which maintains or has maintained the said relationship. (C.1.3)

The Company has not appointed any Proprietary Directors upon the request of shareholders who hold less than 3% of the share capital. (C.1.8)

The General Secretary and Secretary to the Board of Directors, Óscar Calderón, is not a director. (C.1.29)

During the 2023 financial year, John S. Reed stepped down as a member of the Board, as his renewal was not considered, due to the proximity of the completion of 12 years as an independent director. (C.1.2)

> SHARES HELD BY BOARD (A.3)

Number of voting rights
attached to the shares
shares % of voting rights attributed to the Number of voting rights
through financial instruments
financial instruments % of voting rights through Total number
of voting
rights
% total
voting
rights
with a loyalty vote Of the total number of voting rights attributed
to the shares, specify, where applicable, the
additional votes corresponding to the shares
Name Direct Indirect Direct Indirect Direct Indirect Direct Indirect Direct Indirect
José Ignacio
Goirigolzarri
263,983 0 0.004% 0% 172,285 0 0.002% 0.000% 436,268 0.006% 0 0
Tomás Muniesa 299,015 0 0.004% 0% 8,247 0 0.000% 0.000% 307,262 0.004% 0 0
Gonzalo
Gortázar
828,756 0 0.011% 0% 381,740 0 0.005% 0.000% 1.210.496 0.016% 0 0
Eduardo Javier
Sanchiz
8,700 0 0.000% 0% 0 0 0.000% 0.000% 8,700 0.000% 0 0
Joaquín Ayuso 37,657 0 0.001% 0% 0 0 0.000% 0.000% 37,657 0.001% 0 0
Francisco Javier
Campo
34,440 0 0.000% 0% 0 0 0.000% 0.000% 34,440 0.000% 0 0
Eva Castillo 19,673 0 0.000% 0% 0 0 0.000% 0.000% 19,673 0.000% 0 0
Fernando María
Ulrich
0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Veronica Fisas 0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Cristina
Garmendia
0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Peter Löscher 0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Maria Amparo
Moraleda
0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Teresa Santero 0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
José Serna (*) 6,609 10,463 0.000% 0% 0 0 0.000% 0.000% 17,072 0.000% 0 0
Koro Usarraga 7,175 0 0.000% 0% 0 0 0.000% 0.000% 7,175 0.000% 0 0
TOTAL 1,506,008 10,463 0.020% 0% 562,272 0 0.007% 0.000% 2.078.743 0.028% 0 0

(*) Indirect shares held by María Soledad García Conde Angoso.

Note: The information on the number of voting rights through financial instruments provided in this section refers to the maximum number of shares pending receipt as a result of long-term incentive plans and bonuses from previous years whose settlement is deferred in compliance with applicable regulations. Therefore, the information provided in this column of the table does not refer specifically to financial instruments that give the right to acquire shares, but to shares held by CaixaBank that are intended for settlement of these plans with the relevant adjustments at the time of delivery to the relevant Board members. It is at the time of liquidation of these plans that each beneficiary will notify the market of the acquisition of the shares whose voting rights become their own.

Act Actual calculated1

decimal places (0.028%).

→ total voting rights held by the Board

0.03%1 49.24% Significant shareholders represented on the Board

  • + total voting rights of significant shareholders represented on the Board
  • → "la Caixa" Banking Foundation (criteria Caixa) 31.92%
  • → FROB (BFA HOLDING COMPANY) 17.32%

49.27%

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

reasons in the Statistical Annex of the CNMV, the % shareholding of the Board Acsd Real % not calculated, not addition of previous %

% without adding previous %

without adding previous %

is 0.03% because it does not allow three

For formatting

dsstu

lated % with

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

>CVs OF THE DIRECTORS (C.1.3)

JOSÉ IGNACIO GOIRIGOLZARRI

Executive Chairman

Education

He holds a degree in Economics and Business Science from the University of Deusto.

He holds a diploma in Finance and Strategic Planning from the University of Leeds (UK).

Career

Lecturer at the Commercial University of Deusto, in the Strategic Planning Area (1977-1979).

He joined Banco de Bilbao and in 1994 became a member of BBV's Management Committee, responsible for Commercial Banking in Spain and Latin American operations. In 2001 he was appointed BBVA Group CEO, a position he held until October 2009.

In May 2012, he was elected Chairman of Bankia and its parent company, BFA, serving as such until March 2021, when Bankia merged with CaixaBank. He is currently appointed Executive Chairman of CaixaBank.

He has been Director and Vice-Chairman of Telefónica and Repsol, as well as Chairman of the Spain-USA Foundation, Director of BBVA Bancomer in Mexico and Director of Citic Bank in China.

Other positions currently held

He is currently Chairman of CaixaBank, Vice-Chairman of CECA, Chairman of FEDEA, Vice-Chairman of COTEC, Vice-Chairman of Fundación FAD, Chairman of Deusto Business School, Chairman of CaixaBank Dualiza and Chairman of Fundación Garum.

TOMÁS MUNIESA

Proprietary Deputy Chairman

Education

He holds a degree in Business Science and a master's in Business Administration from the ESADE Business School.

Career

He joined "la Caixa" in 1976, and was appointed Deputy General Manager in 1992. In 2011, he was appointed General Manager of CaixaBank's Insurance and Asset Management Group, where he remained until November 2018. He was Deputy Chairman and CEO of VidaCaixa (1997-2018). Previously, he served as the Chairman of MEFF, Deputy Chairman of BME, Second Deputy Chairman of UNESPA, Director and Chairman of the Audit Commission of the Insurance Compensation Consortium, Director of Vithas Sanidad and Substitute Board Member of Inbursa.

Other positions currently held

Deputy Chairman of VidaCaixa and SegurCaixa Adeslas, as well as member of the Board of Trustees of ESADE Foundation and Board Member of Allianz Portugal.

GONZALO GORTÁZAR

CEO

Education

He holds a degree in Law and Business from Universidad Pontificia de Comillas (ICADE) and an MBA from the INSEAD Business School.

Career

Prior to his appointment as CEO in 2014, he was the Chief Financial Officer at CaixaBank and CEO of Criteria CaixaCorp (2009-2011). He previously held various positions in the investment banking division of Morgan Stanley, as well as a number roles in corporate and investment banking in Bank of America. He was also Chairman of VidaCaixa, First Vice-Chairman at Repsol, Board Member of Inbursa, Erste Bank, SegurCaixa Adeslas, Abertis, Port Aventura and Saba.

Other positions currently held

Chairman of CaixaBank Payments & Consumer and Director of Banco BPI.

EDUARDO JAVIER SANCHIZ

Lead Independent Director

Education

He holds a degree in Economics and Business Science from the University of Deusto and a master's in Business Administration from the IE.

Career

Former CEO of Almirall (July 2011-September 2017). He was previously Executive Director of Corporate Development and Finance and CFO. He has been a member of the Board of Directors since 2005 and of the Dermatology Committee since 2015.

He also worked in various positions at Eli Lilly & Co, the American pharmaceutical company. Some of his significant positions include General Manager in Belgium, General Manager in Mexico and Executive Officer in the Business Division covering central, northern and eastern European countries.

He was a member of the American Chamber of Commerce in Mexico and of the Association of Pharmaceutical Industries in a number of countries in Europe and Latin America.

Other positions currently held

He is a member of the Board of Directors of the French pharmaceutical company Pierre Fabre, S.A. and a member of its Strategy Committee and its Audit Committee. He is also a member of the Board of Sabadell-Asabys Health Innovation Investments 2B S.C.R., S.A.

JOAQUÍN AYUSO

Independent Director

Education

A graduate in Civil Engineering from the Polytechnic University of Madrid.

Career

He is currently Chairman of Adriano Care Socimi, S.A.

He was previously a member of the Board of Directors of Bankia.

He has pursued his professional career in Ferrovial, S.A., where he was CEO and Vice-Chairman of its Board of Directors. He has been a Director of National Express Group, PLC. and of Hispania Activos Inmobiliarios and Chairman of Autopista del Sol Concesionaria Española.

Other positions currently held

He is a member of the Advisory Board of the Benjamin Franklin Institute of the University of Alcalá de Henares and the Advisory Board of Kearney. He is also Chairman of the Board of Directors of the Real Sociedad Hípica Española Club de Campo.

FRANCISCO JAVIER CAMPO

Independent Director

Education

He has a degree in Industrial Engineering from the Polytechnic University of Madrid.

Career

He is currently a member of the Board of Directors of Meliá Hotels International, S.A., and Chairman of AECOC.

He began his career at Arthur Andersen and served as global chairman of the Dia Group, member of the Global Executive Committee of the Carrefour Group, and Chairman of the Zena Group and the Cortefiel Group. He was previously a member of the Board of Directors of Bankia.

Other positions currently held

He is a member of the Advisory Board (senior advisor) of AT Kearney, of Grupo de Alimentación Palacios, of IPA Capital, S.L. (Pastas Gallo) and of Importaco, S.A.

He is a Director of the Spanish Association for the Advancement of Leadership (APD) and Trustee of the CaixaBank Dualiza Foundation, the F. Campo Foundation and the Iter Foundation. He is a member of merit of the Carlos III Foundation.

He was awarded the National Order of Merit of the French Republic in 2007.

EVA CASTILLO

Independent Director

Education

She holds a degree in Law and Business from Comillas Pontifical University (E-3) in Madrid.

Career

She was a member of the Board of Directors of Bankia, S.A.

She was an independent director of Zardoya Otis, S.A. She was also a director of Telefónica, S.A. and Chairman of the Supervisory Board of Telefónica Deutschland, AG, as well as a member of the Board of Trustees of Fundación Telefónica. Previously, she was an Independent Director of Visa Europe Limited and Director of old Mutual, PLC.

She was the Chairwoman and CEO of Telefónica Europe.

and of Merrill Lynch Capital Markets España, Chairwoman and CEO of Merrill Lynch Wealth Management for EMEA, and a member of the Executive Committee of Merrill Lynch International for EMEA.

Other positions currently held

She is currently an independent director of International Consolidated Airlines Group, S.A. (IAG), and a member of the Audit and Compliance Committee and of the Remuneration Committee.

She is also a member of the Board of Trustees of the Comillas-ICAI Foundation and the Board of Trustees of the Entreculturas Foundation. Recently, she has become a member of the Council for the Economy of the Holy See and a member of the A.I.E Advantere School of Management.

FERNANDO MARÍA ULRICH

Other External Director

Education

He studied Economics and Business at the School of Economics and Management of the University of Lisbon.

Career

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

He has also been the Non-Executive Chairman of BFA (Angola) (2005-2017); a Member of the APB (Portuguese Association of Banks) Board of Directors (2004-2019); Chairman of the General and Supervisory Board of the University of Algarve, Faro (Portugal) (2009-2013); Non-Executive Director of SEMAPA, (2006-2008); Non-Executive Director of Portugal Telecom (1998-2005); Non-Executive Director of Allianz Portugal (1999-2004); Non-Executive Director of PT Multimedia (2002-2004); Member of the Advisory Board of CIP, Portuguese industrial confederation (2002-2004); Non-Executive Director of IMPRESA, and of SIC, a Portuguese media conglomerate (2000-2003); Vice-Chairman of the Board of Directors of BPI SGPS, S.A. (1995-1999); Vice-Chairman of Banco de Fomento & Exterior, S.A. and Banco Borges & Irmão (1996-1998); a Member of the Advisory Board for the Treasury Reform (1990/1992); a Member of the National Board of the Portuguese Securities Market Committee (1992- 1995); Executive Director of Banco Fonsecas & Burnay (1991-1996); Vice-Chairman of the Banco Portugués de Investimento (1989-2007); Executive Director of the Banco Portugués de Investimento (1985-1989); Assistant Manager of the Sociedade Portuguesa de Investimentos (SPI) (1983-1985); Chief of Cabinet of the Ministry of Finance of the Government of Portugal (1981-1983); Member of the Secretariat for Economic Cooperation of the Portuguese Ministry of Foreign Affairs (1979-1980),

and Member of the Portuguese delegation to the OECD (1975-1979). Responsible for the financial markets section of the newspaper Expresso (1973- 1974).

Other positions currently held

Non-executive Chairman of Banco BPI, a subsidiary of the CaixaBank Group.

MARÍA VERÓNICA FISAS

Independent Director

Education

She holds a degree in Law and a master's degree in Business Administration from EAE Business School.

Career

In 2001, as the CEO of the United States subsidiary of Natura Bissé, she was responsible for the expansion and consolidation of the business, and obtained outstanding results in product distribution and brand positioning.

In 2009, she joined the Board of Directors of Stanpa, Asociación Nacional de Perfumería y Cosmética, becoming Chair of Stanpa in 2019 and, also Chair of Fundación Stanpa.

Other positions currently held

She has been the CEO of Natura Bissé and General Director of the Natura Bissé Group since 2007. Since 2008, she is also a trustee of the Fundación Ricardo Fisas Natura Bissé.

CRISTINA GARMENDIA

Independent Director

Education

She holds a degree in Biological Sciences, specialising in Genetics, a PhD in Molecular Biology from the Severo Ochoa Molecular Biology Centre of the Autonomous University of Madrid, and an MBA from the IESE Business School of the University of Navarra.

Career

She has been Executive Deputy Chair and Financial Director of the Amasua Group. Member of the governing bodies of, among others, Genetrix, S.L. (Executive Chairwoman), Sygnis AG (Chairwoman of the Supervisory Board), Satlantis Microsats (Chairwoman), Science & Innovation Link Office, S.L. (Director), and Independent Director of NTT DATA (previously EVERIS), Naturgy Energy Group, S.A., Corporación Financiera Alba, Pelayo Mutua de Seguros.

She was Minister of Science and Innovation of the Spanish Government during the IX Legislature from April 2008 to December 2011 and Chairwoman of the Association of Biotechnology Companies (ASEBIO) and member of the Board of Directors of the Spanish Confederation of Business Organisations (CEOE).

Other positions currently held

She is a director of the board of Ysios Capital and an independent director of Compañía de Distribución Integral Logista Holdings, S.A. and Mediaset.

She is Chairwoman of the COTEC Foundation and as such is a member of the Board of Trustees of the Pelayo, España Constitucional, SEPI Foundations and a member of the Advisory Board of the Spanish Association Against Cancer, Women for Africa Foundation, UNICEF, Spanish Committee, as well as a member of the Advisory Board of Integrated Service Solutions, S.L. and S2 Grupo de Innovación en Procesos Organizativos, S.L.U., among others.

PETER LÖSCHER

Independent Director

Education

He studied Economics and Finance at the University of Vienna and Business Administration at the Chinese University of Hong Kong. He obtained a Master's in Business Administration and Management from the University of Vienna, and completed the Advanced Administration Program at Harvard Business School.

Career

He previously held the post of Chairman of the Board of Directors of Sulzer AG (Switzerland) and Chairman of the Supervisory Board of OMV AG (Austria). He was CEO of Renova Management AG (2014-2016) and Chairman and CEO of Siemens AG (2007-2013). He was also Chairman of Global Human Health and a member of the Executive Board of Merck & Co., Inc. (USA), Chairman and CEO of GE Healthcare BioSciences, and member of the General Electric Executive Board (USA), Operations Director and member of the Amersham Plc Board (United Kingdom). He held leading positions in Aventis (Japan) and Hoechst (Germany and the United Kingdom).

He served as Chairman of the Board of Directors of the Siemens Foundation and is an emeritus member of the Advisory Board of the Singapore Economic Development Board; He is also a member of the International Advisory Board of Bocconi University. He is Honorary Professor at Tongji University (Shanghai), holds an Honorary Doctorate in Engineering from Michigan State University, and an Honorary Doctorate from the Slovak Engineering University in Bratislava. He holds the Grand Gold Decoration of Honour of the Republic of Austria and is a Knight Commander of the Order of Civil Merit of Spain.

Other positions currently held

He is currently an independent non-executive Director of Telefonica, S.A. (Spain) and Chairman of the Supervisory Board of Telefónica Deutschland Holding AG (Germany); Member of the Supervisory Board of Royal Philips (Netherlands), non-executive Director of Thyssen-Bornemisza Group AG (Switzerland), and non-executive member of the Board of Directors of Doha Venture Capital LLC (Qatar).

MARÍA AMPARO MORALEDA

Independent Director

Education

Industrial Engineering from the ICAI and MBA from the IESE Business School.

Career

Between 2012 and 2017, she was a member of the Board of Directors of Faurecia, S.A. and member of the Advisory Board of KPMG España (since 2012), and between 2013 and 2021, she was on the Board of Directors of Solvay, S.A.

Between January 2009 and February 2012, she was Chief Operating Officer of Iberdrola SA's International Division with responsibility for the United Kingdom and the United States. She also headed Iberdrola Engineering and Construction from January 2009 to January 2011.

She was Executive Chairman of IBM Spain and Portugal between July 2001 and January 2009, responsible for Greece, Israel and Turkey from July 2005 to January 2009. Between June 2000 and 2001, she was assistant executive to the President of IBM Corporation. From 1998 to 2000, she was General Manager at INSA (a subsidiary of IBM Global Services). From 1995 to 1997, she was Head of HR for EMEA at IBM Global Services and from 1988 to 1995 she held various offices and management positions at IBM España.

Other positions currently held

She is an independent director at several companies: Airbus Group, S.E. (since 2015) Vodafone Group (since 2017) and A.P. Møller-Mærsk A/S A.P. (since 2021).

She is also a member of the Advisory Board of the following companies: SAP Ibérica (since 2013), Spencer Stuart (since 2017), Kearney (since 2022) and ISS España.

She is also a member of various boards and trusts of different institutions and bodies, including the Royal Academy of Economic and Financial Sciences, the Academy of Social and Environmental Sciences of Andalusia, the Board of Trustees of MD Anderson International Spain, the Vodafone Foundation, the Airbus Foundation and the Curarte Foundation.

TERESA SANTERO

Proprietary Director

Education

She holds a degree in Business Administration from the University of Zaragoza and a doctorate in Economics from the University of Illinois Chicago (USA).

Career

Previously, she held positions of responsibility in both the central government administration and the autonomous government. She previously worked for 10 years as an economist at the Economics Department of the OECD in Paris. She has been a visiting lecturer at the Economics Department of the Complutense University in Madrid and associate professor and research aide at the University of Illinois Chicago (USA).

She has been a member of several Boards of Directors, independent member of the General Council of the Instituto de Crédito Oficial, ICO (2018- 2020), and of Navantia (2010-2011), a member of the Executive Committee and of the Board of the Consorcio de la Zona Franca de Barcelona (2008- 2011), Director of the Instituto Tecnológico de Aragón (2004-2007), and a member of the Board of the Sociedad Estatal de Participaciones Industriales (SEPI) in the period 2008-2011. She has also been a Trust member of various foundations: the Zaragoza Logistics Center, ZLC Foundation (2005-2007), the Foundation for the Development of Hydrogen Technologies (2005-2007), and the Observatory of Prospective Industrial Technology Foresight Foundation (2008-2011).

Other positions currently held

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

JOSÉ SERNA

Proprietary Director

Education

He holds a degree in Law from Complutense University of Madrid.

State Lawyer (on leave) and Notary (until 2013).

Career

In 1971, he joined the State Lawyer Corps until his leave of absence in 1983. Legal counsel to the Madrid Stock Exchange (1983-1987). Forex and Stock Market Broker in Barcelona (1987). Chairman of the Promoter of the new Barcelona Stock Exchange (1988) and Chairman of the Barcelona Stock Exchange (1989-1993).

Chairman of the Spanish Stock Market Body (1991- 1992) and Deputy Chairman of MEFF (Spanish Financial Futures Market). He was also Deputy Chairman of Fundación Barcelona Centro Financiero and of Sociedad de Valores y Bolsa Interdealers, S.A.

In 1994, he became a Forex and Stock Market Broker in Barcelona.

Notary Public in Barcelona (2002-2013). He was also a member of the Board of Endesa (2000-2007) and its Group companies.

KORO USARRAGA

Independent Director

Education

She has a degree in Business Administration and a Master's in Business Management from ESADE, took the PADE (Senior Management Programme) at IESE and is a qualified chartered accountant.

Career

She worked at Arthur Andersen for 20 years, and she was appointed partner of the Audit Division in 1993.

In 2001, she assumed responsibility for the General Corporate Management of Occidental Hotels & Resorts.

She was Managing Director of Renta Corporación and member of the Board of Directors of NH Hotel Group (2015-2017).

Other positions currently held

Director of Vocento and Administrator of Vehicle Testing Equipment and 2005 KP Inversiones.

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

POSITIONS OF DIRECTORS IN OTHER COMPANIES IN THE GROUP (C.1.10)

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

The information on Directors and positions at other companies refers to yearend.

The Company is not aware of any relationships between significant shareholders (or shareholders represented on the Board) and Board members that are relevant to either party. (A.6)

The company has imposed rules on the maximum number of company boards on which its own directors may sit. In accordance with article 32.4 of the Regulations of the Board of Directors, CaixaBank directors must observe the limitations on membership of boards of directors set out in the current regulations on the organisation, supervision and solvency of credit institutions. (C.1.12)

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

Corporate name of the company Listed Position Paid or not
COMPANHIA DE SEGUROS ALLIANZ PORTUGAL S.A. NO Director (CaixaBank Representative) NO
FUNDACIÓN ESADE NO Trustee NO
SEGURCAIXA ADESLAS, S.A. DE SEGUROS Y REASEGUROS NO Vice-Chairman (CaixaBank Representative) YES
CÍRCULO DE EMPRESARIOS NO Member (CaixaBank Representative) NO
EUROFI NO Member (CaixaBank Representative) NO
FUNDACIÓN CONSEJO ESPAÑA-CHINA NO Trustee (CaixaBank Representative) NO
INSTITUTE OF INTERNATIONAL FINANCE NO Member (CaixaBank Representative) NO
PIERRE FABRE, S.A. NO Director YES
SABADELL - ASABYS HEALTH INNOVATION INVESTMENTS 2B,
S.C.R, S.A.
NO Director YES
ADRIANO CARE SOCIMI, S.A. NO Chairman YES
CLUB DE CAMPO VILLA DE MADRID, S.A. NO Director NO
INSTITUTO BENJAMIN FRANKLIN - UHA NO Member of the Advisory Board NO
REAL SOCIEDAD HÍPICA ESPAÑOLA CLUB DE CAMPO NO Chairman NO
ASOCIACIÓN ESPAÑOLA DE CODIFICACIÓN COMERCIAL
(AECOC)
NO Chairman (CaixaBank Representative) NO
ASOCIACIÓN PARA EL PROGRESO DE LA DIRECCIÓN (APD) NO Director NO
FUNDACIÓN CAIXABANK DUALIZA NO Trustee (CaixaBank Representative) NO
FUNDACIÓN F. CAMPO NO Trustee NO
FUNDACIÓN ITER NO Trustee NO
MELIÁ HOTELS INTERNATIONALS S.A. YES Director YES

Name of Director Corporate name of the company Listed Position Paid or not
A.I.E. ADVANTERE SCHOOL OF MANAGEMENT NO Director NO
ECONOMIC COUNCIL OF THE HOLY SEE NO Director NO
Eva Castillo FUNDACIÓN ENTRECULTURAS FÉ Y ALEGRÍA NO Trustee NO
FUNDACIÓN UNIVERSITARIA COMILLAS-ICAI NO Trustee NO
INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (IAG) YES Director YES
ASOCIACIÓN NACIONAL DE PERFUMERIA Y COSMÉTICA (STANPA) NO Chairwoman NO
FUNDACIÓN RICARDO FISAS NATURA BISSÉ NO Trustee NO
FUNDACIÓN STANPA NO Trustee (Representative of Asociación Nacional de
Perfumería y Cosmética - STANPA)
NO
NATURA BISSÉ INT. DALLAS (USA) NO Chairwoman (Representative of Natura Bissé
International S.A.)
NO
María Verónica Fisas NATURA BISSÉ INT. LTD (UK) NO Director (Representative of Natura Bissé
International S.A.)
NO
NATURA BISSÉ INT. SA de C.V. (MEXICO) NO Chairwoman (Representative of Natura Bissé
International S.A.)
NO
NATURA BISSÉ INTERNATIONAL, S.A. NO CEO YES
NB SELECTIVE DISTRIBUTION, S.L. NO Joint Managing Director (Representative of Natura
Bissé International S.A.)
NO
NATURA BISSÉ INTERNATIONAL TRADING (SHANGAI), CO., LTD NO Joint Managing Director (Representative of Natura
Bissé International S.A.)
NO
COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. Yes Director YES
FUNDACIÓN COTEC PARA LA INNOVACIÓN NO Chairwoman (Representative of Sattantis
Micromat, S.A.)
NO
FUNDACIÓN ESPAÑA CONSTITUCIONAL NO Trustee NO
FUNDACIÓN PELAYO NO Trustee NO
FUNDACIÓN SEPI FSP NO Trustee NO
JAIZKIBEL 2007, S.L. (HOLDING COMPANY) NO Sole Administrator YES
MEDIASET ESPAÑA COMUNICACIÓN, S.A. YES Director YES
YSIOS ASSET MANAGEMENT, S.L. NO Director NO
Cristina Garmendia 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
ASOCIACIÓN ESPAÑOLA CONTRA EL CANCER (AECC) NO Member of the Advisory Board NO
FUNDACIÓN MUJERES POR ÁFRICA NO Member of the Advisory Board NO
UNICEF, COMITÉ ESPAÑOL NO Member of the Advisory Board NO
FUNDACIÓN REAL ESCUELA ANDALUZA DE ARTE ECUESTRE NO Trustee NO
FUNDACIÓN MARGARITA SALAS NO Trustee NO

Corporate name of the company Listed Position Paid or not
TELEFONICA S.A. ESPAÑA YES Director YES
TELEFONICA DEUTSCHLAND HOLDING AG YES Chairman of the Supervisory Board YES
ROYAL PHILIPS YES Member of the Supervisory Board YES
THYSSEN-BORNEMISZA GROUP NO Member of the Board YES
DOHA VENTURE CAPITAL LLC NO Director YES
FUNDING FOUNDATION GUSTAV MAHLER JUGENDORCHESTER NO Trustee NO
AIRBUS GROUP, S.E. YES Director YES
AIRBUS FOUNDATION NO Trustee NO
FUNDACIÓN CURARTE NO Trustee NO
FUNDACIÓN MD ANDERSON INTERNATIONAL ESPAÑA NO Trustee NO
IESE NO Board Member NO
A.P. Møller-Mærsk A/S A.P YES Director YES
VODAFONE FOUNDATION NO Trustee NO
VODAFONE GROUP PLC YES Director YES
ASOCIACIÓN ESPAÑOLA DE SENIORS DE GOLF NO Deputy Chairman NO
2005 KP INVERSIONES, S.L. NO Solidarity Administrator NO
VEHICLE TESTING EQUIPMENT, S.L. (FILIAL 100% DE 2005 KP
INVERSIONES, S.L.)
NO Solidarity Administrator NO
VOCENTO, S.A. YES Director YES

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

Name of Director Corporate name of the company Listed Position
Joaquín Ayuso AT KEARNEY, S.A. NO Member of the Advisory Board
AT KEARNEY, S.A. NO Member of the Advisory Board
GRUPO EMPRESARIAL PALACIOS ALIMENTACIÓN, S.A. NO Senior Advisor
Francisco Javier Campo IPA CAPITAL, S.L. (Pastas Gallo) NO Senior Advisor
IMPORTACO, S.A. NO Senior Advisor
INTEGRATED SERVICE SOLUTIONS, S.L. NO Member of the Advisory Board (Representative of Jaizkibel 2007, S.L.- Equity
Company)
Cristina Garmendia MCKINSEY & COMPANY NO Member of the Advisory Board
S2 GRUPO DE INNOVACIÓN EN PROCESOS ORGANIZATIVOS, S.L.U. NO Member of the Advisory Board
UNIVERSIDAD EUROPEA DE MADRID, S.A. NO Member of the Advisory Board
AT KEARNEY, S.A. NO Member of the Advisory Board
ISS ESPAÑA NO Member of the Advisory Board
María Amparo Moraleda SAP IBÉRICA NO Member of the Advisory Board
SPENCER STUART NO Member of the Advisory Board
Teresa Santero INSTITUTO DE EMPRESA MADRID NO Teacher

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

In order to ensure an appropriate balance in the composition of the Board at all times, promoting diversity in gender, age and background, as well as in education, knowledge and professional experience that contributes to diverse and independent opinions and a sound and mature decision-making process, CaixaBank has a Selection, Diversity and Suitability Assessment Policy in place for directors, members of Senior Management and other people in key roles at CaixaBank and its Group, which is updated regularly.

The Policy is part of the Company's corporate governance system, and it includes the main aspects and commitments of the Company and its Group regarding the selection and evaluation of the suitability of directors and members of senior management and holders of key functions. The company agreed to review and update certain aspects of it in 2022.

As provided for in article 15 of the Regulations of the Board of Directors, the Appointments and Sustainability Committee is responsible for supervising compliance with this Policy. This Committee must, among other duties, analyse and propose the profiles of candidates to fill Board positions, considering diversity as an essential factor in the selection process and suitability, with a particular focus on gender diversity.

Within the framework of the Policy, and with a view to diversity, the following measures are established:

Consideration, during the director selection and re-election procedures, of the goal of ensuring a governing body composition that is suitable and diverse, particularly in terms of diversity of gender, knowledge, training and professional experience, age and geographical origin in the composition of the Board, ensuring a suitable balance and facilitating the selection of candidates from the gender with the least representation. For this purpose, the candidate's suitability assessment reports shall include an assessment of how the candidate contributes to ensuring a diverse and appropriate composition of the Board of Directors.

  • Annual assessment of the composition and competencies of the Board, considering the diversity aspects discussed previously and, in particular, the percentage of Board members of the less represented gender, taking action when there is a discrepancy.

  • Preparation and update of a competency matrix, the results of which may serve to detect future needs relating to training or areas to improve in future appointments.

The CaixaBank Selection Policy and, in particular, section 6.1 of the policy regarding the fundamental elements of the diversity policy in the Board of Directors and the Protocol on Procedures for assessing suitability and appointing directors and senior management, along with other key positions in CaixaBank and its group establish the obligation of the Appointments and Sustainability Committee to assess the collective suitability of the Board of Directors each year. Adequate diversity in the composition of the Board is taken into account throughout the entire process of selection and suitability assessment at CaixaBank, considering, in particular, diversity of gender, training, professional experience, age, and geographic origin.

Recommendation 15 of the Good Governance Code currently establishes that the percentage of female directors should never be less than 30% of the total number of members of the Board of Directors and that by the end of 2022, the number of female directors should be at least 40% of the members of the Board of Directors. The percentage of women on the Board of Directors after the Ordinary General Shareholders' Meeting in May 2020, was 40%, above the target of 30% set by the Appointments Committee in 2019 to achieve in 2020. Following the extraordinary General Shareholders' Meeting of December 2020, the presence of female directors in CaixaBank's management body accounted for and continues to account for 40% of its members. This shows the Company's concern and firm commitment to meeting the target of 40% female representation on the Board of Directors. In the annual evaluation of compliance with the above-mentioned Policy, the structure, size and composition are also deemed to be suitable, particularly with respect to gender diversity and diversity in training and professional experience, age and geographical origin, and also taking into account the individual suitability reassessment of each director carried out by the Appointments Committee, which leads to the conclusion that the overall composition of the Board of Directors is suitable. It is also noted that the functioning and composition of the Board of Directors have been adequate for the exercise and performance of its functions, in particular for the proper management of the entity that the governing body has carried out.

> DISTRIBUTION OF THE EDUCATION OF MEMBERS OF THE BOARD OF DIRECTORS

> DISTRIBUTION OF THE EXPERIENCE OF MEMBERS OF THE BOARD OF DIRECTORS

Diversity in professional experience

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

With regard to the training provided to the members of the Board of Directors, in 2023 a training plan of 11 sessions was carried out, dedicated to the analysis of various topics such as different business areas, economic and financial information, sustainability, digital currencies and digital euro, relevant aspects of regulation, innovation and cybersecurity, among others.

On a recurring basis over the past three years, the Board has received training sessions in the areas of sustainability, climate, corporate governance and cybersecurity, as well as training in economic and financial matters. These subjects are included every year in the training provided to the Board.

The Risk Committee also included 13 standalone presentations on the agenda of its ordinary meetings, which dealt in detail with risks such as structural interest rate risk, fiduciary risk, selfemployed and micro-companies portfolio risk, conduct and compliance risk, external fraud risk, market risk, risk of money laundering prevention in crypto-assets, legal risk, ESG risks and technological and information security risk, among others. Similarly, two training sessions were also held for Committee members on financial-actuarial risks and liquidity risk.

The Audit and Control Committee also included a total of 8 single-topic presentations in the agenda of its meetings, covering matters relating to audit, internal control and cybersecurity.

The Appointments and Sustainability Committee also held a training session for Committee members on the analysis of non-financial information.

> CAIXABANK BOARD OF DIRECTORS COMPETENCIES 2023

José Ignacio
Goirigolzarri
Tomás
Muniesa
Gonzalo
Gortázar
Eduardo
Javier
Sanchiz
Joaquín
Ayuso
Francisco
Javier
Campo
Eva
Castillo
Fernando
María
Ulrich
María
Verónica
Fisas
Cristina
Garmendia

Amparo
Moraleda
Peter
Loscher
Teresa
Santero
José Serna Koro Usarraga
Position and
category
Executive
Chairman
Proprietary
Deputy
Chairman
CEO Lead
Independent
Director
Independent Independent Independent Other external Independent Independent Independent Independent Proprietary Proprietary Independent
Law
Business studies
Training Mathematics, physics,
engineering, other
science degrees
Other university degrees
Senior
management
experience
In Banking/Financial
Sector
(Senior
management
board or senior
management)
Other sectors
Experience in the Credit institutions
financial sector Financial markets (other)
Academic and Research
Sector
Public Service/Relations
with Regulators
Corporate governance
(including membership of
governing bodies)
Other experience Audit
Risk
management/compliance
Innovation and
Technology
Environment, Climate
Change
Spain
International
Experience
Portugal
Rest of Europe (including
European institutions)
Other (USA, Latin
America)
Diversity of Gender diversity
gender,
geographical
origin, age
Nationality ES ES ES ES ES ES ES PT ES ES ES AT ES ES ES
Age 69 71 58 67 68 68 61 71 59 61 59 66 64 81 66

In the last few years, the presence of independent directors (see graphic) and the gender diversity of the Board has progressively increased, and the target set in Recommendation 15 of the GCBG of having at least 40% female directors on the Board has been reached ahead of schedule as of the AGM in May 2020: (C.1.4):

> EVOLUTION OF INDEPENDENCE

Management Report

2023 Consolidated

Number of female directors % of total Directors in each category
(C.1.4) Financial
year
2023
Financial
year
2022
Financial
year
2021
Financial
year
2020
Financial
year
2023
Financial
year
2022
Financial
year
2021
Financial
year
2020
Executive - - - - 0.00 0.00 0.00 0.00
Proprietary 1 1 1 2 33.33 33.33 33.33 28.57
Independent 5 5 5 4 55.55 55.55 55.55 66.67
Other
external
- - - - 0.00 0.00 0.00 0.00
TOTAL 6 6 6 6 40.00 40.00 40.00 42.86
40% Female

on the Board.
43% Female

on the Executive Committee
40% Female

on the Risk Committee
60% Female

on the Remuneration Committee
43% Female

on the Innovation, Technology and Digital
Transformation Committee
40% Female

on the Audit and Control Committee
20% Female

on the Appointments and Sustainability Committee
As a result, it can be said that CaixaBank's
Board is in line with the IBEX 35 average

in terms of the presence of women, according to publicly available information on the composition of the Boards of Directors of IBEX 35 companies at year-end 2023 (average of 40.05%)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.

1

Selection, appointment, re-election 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 affecting the right to proportional representation provided for by law.

Selection and appointment (C.1.16)

The Selection, Diversity and Suitability Assessment Policy for directors and members of Senior Management and other people in key roles includes the main aspects and undertakings of the Company in relation to the appointment and selection of directors. The purpose is to provide candidates that ensure the effective capability of the Board to 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 General Shareholders' Meeting, and the appointment agreements adopted by the Board by virtue of the powers legally attributed to it, must be preceded by the corresponding proposal of the Appointments and Sustainability Committee, when dealing with independent directors, and by a report, in the case of all other directors. Proposals for the appointment and re-election of directors are accompanied by a report from the Board setting out the competencies, experience and merits of the candidate. In the process of selecting new directors, CaixaBank relies on the collaboration of external consultants.

In accordance with the legal provisions, the candidates must meet the suitability requirements for the position and, in particular, they must have recognised business and professional repute, suitable knowledge and experience to understand the Company's activities and main risks, and be in a position to exercise good governance. Furthermore, the conditions established by regulations in force will be taken into account, regarding 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.

Secretary of the Board, taking into account the balance of knowledge, experience, capacity and diversity required and in place on the Board of Directors, elaborates and constantly updates a competency matrix, which is approved by the Board of Directors.

Where applicable, the results of applying the matrix may be used to identify future training needs or areas to strengthen in future appointments.

The Selection Policy is complemented by a Protocol of procedures for assessing the suitability and appointments of directors and members of senior management and other holders of key functions at CaixaBank (hereinafter, Suitability Protocol) that establishes the procedure for making the selection and the continuous assessment of the suitability of Board members, among other groups, including any unforeseeable circumstances which may affect their suitability for the position.

The Suitability Protocol establishes the Company's units and internal procedures involved in the selection and ongoing assessment of members of the Board of Directors, general managers and other senior executives, the heads of the internal control function and other key posts in CaixaBank, as defined under applicable legislation. Under the "Suitability Protocol", the Board of Directors, in plenary session, assesses the suitability of proposed candidates, based on a report from the Appointments and Sustainability Committee.

This entire process is subject to the provisions of the internal regulations on the appointment of directors and the applicable regulations of corporate enterprises and credit institutions, which is subject to the suitability assessment of the European Central Bank and culminates in the acceptance of the position after the approval by the banking authority of the proposed appointment, which will be approved by the General Shareholders' Meeting.

Re-election and duration of the post (C.1.16 + C 1.2.23)

Directors shall hold their posts for the term stipulated in the By-Laws (4 years) for as long as the General Meeting 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 will not remain as such for a continuous period of more than 12 years.

Directors designated by co-option shall hold their post until the date of the next AGM or until the legal deadline for holding the AGM that is to decide whether to approve the financial statements for the previous financial year has passed. If the vacancy arises after the AGM is called but before it is held, the appointment of the director by co-option to cover the vacancy will take effect until the next AGM is held.

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

Directors shall step down when the period for which they were appointed has elapsed, when so decided by the AGM and when they resign. When a director leaves office prior to the end of their term, they must explain the reasons in a letter sent to all members of the Board of Directors.

In the following circumstances, if the Board of Directors deems it appropriate, directors must tender their resignation from the Board, formalising their intention to resign (article 21.2 of the Regulations of the Board of Directors):

  • When they leave the positions, posts or functions with which their appointment as director was associated;

  • When they are subject to any of the cases of incompatibility or prohibition provided by law or no longer meet the suitability requirements;

  • When they are indicted for an allegedly criminal act or are subject to a disciplinary proceeding for serious or very serious fault instructed by the supervisory authorities;

  • When their remaining on the Board may place at risk the Company's interest, or when the reasons for which they were appointed cease to exist.

  • When significant changes occur in their professional situation on in the conditions in which they were appointed Director.

  • When due to facts attributable to the Director, his remaining on the Board causes serious damage to the corporate net worth or reputation in the judgement of the Board.

If an individual representing a legal entity director becomes involved in any of the situations described above, that representative must relinquish their position to the legal entity that appointed them. If the latter decides that the representative should remain in their post as a director, the legal entity director must tender its resignation from the Board.

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

All of the above, notwithstanding the provisions of Royal Decree 84/2015, of 13 February, which implements Act 10/2014, of 26 June on the organisation, supervision and solvency of credit institutions, on the requirements of repute that must be met by directors and the consequences of losses derived therefrom, along with other regulations or guides applicable to the nature of the company.

During fiscal year 2023, the Board of Directors was not informed or did not become aware of any situation involving a director, whether or not related to his or her performance in the company itself, that may be detrimental to the credit and reputation of CaixaBank. (C.1.37)

Other limitations on the position of director

There are no specific requirements, other than those relating to the directors, to be appointed as Chairman of the Board. (C.1.21)

Neither the Articles of Association nor the Regulations of the Board of Directors establish any age limit for serving as a director. (C.1.22)

Neither the Articles of Association nor the Regulations of the Board of Directors establish any limited mandate or additional stricter requirements for independent directors beyond those required by law. (C.1.23)

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

14 Number of meetings 12 Number of meetings

of the Board Note: In addition, the Board reached an agreement in September, in writing and without a meeting.

→ of the Lead Independent Director held without the attendance of the executive directors

14 Number of meetings 22 Number of meetings

→ of the Audit and Control Committee → of the Executive Committee.

5 Number of meetings 14 Number of meetings

→ of the Innovation, Technology and Digital Transformation Committee

12 Number of meetings 98.56 % attendance

→ of the Appointments and Sustainability Committee

→ at in situ meetings or with representations made with specific instructions out of all votes cast during the year

Note: During 2023, no Board meetings were held without the Chairman's attendance.

→ of the Remuneration Committee.

2 Number of meetings 14 Number of meetings

- → of the Risk Committee

→ attended in person by at least 80% of directors

→ in-person in terms of the total votes during the year

98.56% of votes cast 11 Number of meetings

→ with in-person attendance, or proxies with specific instructions, of all the directors

Attendance/no
. of meetings
2023 (*)
% Attendance
2023
Proxy (without
voting
instructions in
all cases in
2023)
Attendance
2023
(Online)
José Ignacio
Goirigolzarri
14/14 100 0 1
Tomás Muniesa 14/14 100 0 2
Gonzalo Gortázar 14/14 100 0 0
Eduardo Javier
Sanchiz
13/14 93 1 1
Joaquín Ayuso 14/14 100 0 0
Francisco Javier
Campo
14/14 100 0 1
Eva Castillo 13/14 93 1 0
Fernando María
Ulrich
14/14 100 0 5
María Verónica
Fisas
14/14 100 0 2
Cristina Garmendia 14/14 100 0 0
Peter Löscher (*) 8/8 (*) 100 0 0
María Amparo
Moraleda
13/14 93 1 0
Teresa Santero 14/14 100 0 1
José Serna 14/14 100 0 2
Koro Usarraga 14/14 100 0 1

* Maximum number of meetings during the financial year from the taking of the position. Peter Löscher took office on 15 May 2023.

Individual attendance of directors at Board meetings during 2023 (*)

> ATTENDANCE AND DEDICATION AT MEETINGS OF THE BOARD AND ITS COMMITTEES

Fees and commissions
Board Executive
Committee
Audit and Control
Committee
Appointments and
Sustainability
Committee
Remuneration
Committee
Risks Committee Innovation, Technology
and Digital
Transformation
Committee
Average attendance 99% 95% 98% 92% 100% 99% 100%
Individual attendance Average individual
attendance
José Ignacio Goirigolzarri 14/14 22/22 5/5 100%
Tomás Muniesa 14/14 22/22 14/14 100%
Gonzalo Gortázar 14/14 21/22 5/5 98%
Joaquín Ayuso 14/14 12/12 14/14 100%
Francisco Javier Campo(A) 14/14 13/14 10/12 4/4 93%
Eva Castillo(B) 13/14 17/22 7/7 5/5 88%
Fernando Maria Ulrich 14/14 11/12 13/14 95%
María Verónica Fisas(C) 14/14 6/6 14/14 100%
Cristina Garmendia 14/14 14/14 12/12 5/5 100%
John S. Reed(D) 4/4 4/4 100%
Peter Löscher(E) 8/8 6/7 3/3 94%
María Amparo Moraleda(F) 13/14 21/22 11/12 5/5 5/5 95%
Eduardo Javier Sanchiz(G) 13/14 15/16 13/14 12/12 4/4 95%
Teresa Santero 14/14 14/14 100%
José Serna 14/14 14/14 12/12 100%
Koro Usarraga(H) 14/14 22/22 4/4 7/7 14/14 100%

A Francisco Javier Campo was appointed a member of the Innovation, Technology and Digital Transformation Committee on 31/03/2023

B Eva Castillo was appointed member and chair of the Remuneration Committee on 31/03/2023

C María Verónica Fisas was a member of the Executive Committee until 31/03/2023.

D John S. Reed resigned as a member of the Board of Directors effective 31/03/2023

E Peter Löscher was appointed a member of the Board of Directors and a member of the Nomination and Sustainability Committee and the Innovation, Technology and Digital Transformation Committee on 31/03/2023.

F María Amparo Moraleda was a member of the Remuneration Committee until 31/03/2023

G Eduardo Javier Sanchiz was appointed a member of the Executive Committee on 31/03/2023, and was a member of the Risk Committee until 31/03/2023

H Koro Usarraga was a member of the Audit and Control Committee until 31/03/2023 and was appointed member of the Remuneration Committee on 31/03/2023.

Regulation of the Board (C.1.15)

The Board of Directors has an Innovation, Technology and Digital Transformation Committee whose purpose is to advise CaixaBank's Board of Directors on all matters relating to technological innovation, cybersecurity and digital transformation, assisting it in monitoring and analysing trends and innovations in this area that may affect CaixaBank's strategy and business model in the medium and long term.

This Committee was created by resolution of the Board of Directors on 23 May 2019, and its composition and basic rules of operation and powers are set out in article 15.bis of the Regulations of the Board of Directors.

Notwithstanding the foregoing, and given the growing importance that this Committee has been acquiring within the Board and the advisory functions carried out by the same, in line with the increasing relevance of issues related to technology and cybersecurity, taking into account the growing importance of technological advances in all areas, especially in the area of financial digital innovation, as well as the new trends that are constantly emerging and with the aim of adapting to the evolution of customer expectations, it has been considered appropriate to strengthen the composition of the Committee and increase the maximum number of members of the Committee from six (6) to seven (7), in order to adequately address the workload and develop the functions envisaged. This amendment was incorporated into the Regulations of the Board of Directors (specifically, article 15 bis.1) by resolution of the Board adopted on 31 March 2023.

All amendments to the Board Regulations are notified to the CNMV and are made public and entered in the Companies Register, after which the consolidated text is published on the CNMV's website and on the company's own website.

Information (C.1.35)

There is a procedure in place whereby directors may obtain the information needed to prepare for the meetings with the governing bodies with sufficient time. In general, documents for approval by the Board, especially those which cannot be fully analysed and discussed during the meeting due to their length, are sent to Board members prior to the meetings.

Furthermore, pursuant to article 22 of the Regulations of the Board, the board may request information on any aspect of the Company and its Group and examine its books, records, documents and further documentation. Requests must be sent to the executive Chairman who will forward the matters to the appropriate parties and must notify the director, when applicable, of their duty of confidentiality.

Proxy voting (C.1.24)

The Regulations of the Board establish that directors must attend Board meetings in person. However, when they are unable to do so in person, they shall endeavour to grant their proxy in writing, on a special basis for each meeting, to another Board member, including the appropriate instructions therein.

Non-executive directors may only delegate a proxy to a fellow non-executive director. Independent directors may only delegate a proxy to a fellow independent director.

Notwithstanding the above, and so that the proxyholder can vote accordingly based on the outcome of the debate by the Board, proxies are not granted with specific instructions and must always be given in strict accordance with legal requirements. This is in keeping with the law on the powers of the Chairman of Board, who is given, among others, power to stimulate debate and the active involvement of all directors, safeguarding their rights to adopt positions.

Decision-making

No qualified majorities other than those prescribed by law are required for any type of decision. (C.1.20)

At CaixaBank there is no statutory or regulatory provision for the Chairman of the Board of Directors to have a casting vote.

At CaixaBank there is broad participation and debate at Board meetings and the main resolutions are adopted with the favourable vote of a large majority of the directors

The Company has not entered into any material agreements that come into force, are modified or are terminated in the event of a change in control of the company following a public takeover bid, and their effects. (C.1.38)

The figure of the Lead Independent Director, appointed from among the independent directors, was introduced in 2017. The current Lead Independent Director was appointed, following a favourable report from the Appointments and Sustainability Committee, by the Board of Directors on 22 December 2022. However, the appointment of Eduardo Javier Sanchiz as the new Lead Director of CaixaBank took effect from the last General Meeting held on 31 March 2023, on the occasion of the expiry of the term of office of John S. Reed, former Lead Independent Director, as he was not proposed for reappointment as a CaixaBank Director.

Relations with the market (C.1.30)

With regard to its relationship with market agents, the Company acts on the principles of transparency and non-discrimination and according to the provisions of the Regulations of the Board of Directors which stipulate that the Board, through communications of material facts to the CNMV and the corporate website, shall inform the public immediately with regard to any relevant information. With regard to the Company's relationship with market agents, the Investor Relations department shall coordinate the Company's relationship with analysts, shareholders and institutional investors, among others, and manage their requests for information in order to ensure they are treated fairly and objectively.

In this regard, and pursuant to Recommendation 4 of the Good Governance Code of Listed Companies, CaixaBank has a Policy on Communication and Contact with Shareholders, Institutional Investors and Proxy Shareholders which is available on the Company's website.

As part of this Policy, and pursuant to the authority vested in the Coordinating Director, he/she is required to stay in contact, as appropriate, with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the Company's corporate governance.

Also, the powers legally delegated to the Board of Directors specifically include the duty of supervising the dissemination of information and communications relating to the Company. Therefore, the Board of Directors is responsible for managing and supervising at the highest level the information distributed to shareholders, institutional investors and the markets in general. Consequently, the Board of Directors, through the corresponding bodies and departments, works to ensure, protect and facilitate the exercising of the rights of the shareholders, institutional investors and the markets in general in the defence of the corporate interest, in compliance with the following principles:

disclosed and the Company's communications with shareholders, institutional investors and relations with markets and other stakeholders such as, inter alia, intermediary financial institutions, management companies and depositories of the Company's shares, financial analysts, regulatory and supervisory bodies, proxy advisors, information agencies, credit rating agencies, etc.

The Company pays particular heed to the rules governing the processing of inside information and other potentially relevant information contained in the applicable legislation and the Company's regulations on shareholder relations and communications with securities markets, as contained in CaixaBank's Code of Business Conduct and Ethics, and the Internal Code of Conduct on Matters Relating to the Stock Market of CaixaBank, S.A. and the Regulations of the Board of Directors (also available on the Company's website).

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

The Board evaluates its performance and that of its Committees annually, pursuant to article 16 of the Regulations of the Board of Directors.

For the financial year 2023, the Board of Directors has decided to carry out the self-assessment of its performance internally, after having been assisted by an external expert in the previous financial year, thus complying with Recommendation 36 of the Code of Good Governance, which suggests the assistance of an external consultant every 3 years.

The evaluation was conducted in accordance with the provisions of article 529h of the Consolidated Text of the Corporate Enterprises Act and in accordance with the regulations and good corporate governance practices applicable to CaixaBank as a credit institution and listed company. It is a fundamental corporate governance practice to ensure the effectiveness of the governing body and to promote the success of the company in achieving its long-term objectives. At the same time, the assessment allows the company to corroborate compliance with the main standards of good corporate governance.

In line with the Code of Good Governance, the assessment pays special attention to the aspects of diversity and suitability of the members of the Board and of the Board as a whole. Compliance with the Policy on Selection of Directors is also verified, complying with all the aspects that must be assessed annually.

The assessment of the Board produced the necessary data and the required feedback from its members in order to design an efficient improvement plan adapted to the needs of the Company. These data and feedback can be found in the section on "Challenges for the 2024 financial year".

Pursuant to the above, the Appointments and Sustainability Committee submitted, and the Board of Directors of CaixaBank approved, the assessment report of the Board of Directors for the financial year 2023.

The members of the Board were assessed using the following methodology: online questionnaire addressed to directors and analysis of the results with a mechanism for rating and defining positive results in the short term and recommendations in the long term.

These questionnaires address:

  • The operation of the Board (preparation, dynamic and culture; evaluation of working tools; and evaluation of the Board's selfassessment process) and,

  • The composition and functioning of the committees; – The performance of the Chairman, CEO, Lead Independent Director and the Secretary.

Members of each committee were also sent a detailed self-assessment form on the functioning and operation of their respective committee.

The results and conclusions reached, including the recommendations, are contained in the document analysing the performance assessment of the CaixaBank Board and its committees for 2023, which was revised and approved by the Board of Directors. Broadly speaking, and on the basis of the responses received from directors following questionnaires as well as the activity reports drawn up by each of the commissions, the Board holds a positive view of the quality and efficiency of its operation and that of its committees for 2023, as well as of the performance of the functions of the Chairman, CEO, Lead Independent Director and Secretary of the Board in the year. The structure, size and composition are also deemed to be suitable, particularly with respect to gender diversity and diversity in training and professional experience, age and geographical origin, in accordance with the verification of compliance with the selection policy, and also taking into account the individual suitability re-assessment of each director carried out by the Appointments and Sustainability Committee, which leads to the conclusion that the overall composition of the Board of Directors is suitable.

During the year, the Appointments and Sustainability Committee monitored the improvement actions identified in the previous year. Once again, the objectives were met and solid progress was made on the path to excellence in Corporate Governance, consolidating the strengths of transparent, efficient and coherent governance aligned with the objectives of the Company's Strategic Plan. This is explained in more detail in the section "Advances in Corporate Governance in 2023".

Committees of the Board (C.2.1)

Within the scope of its powers of self-organisation, the Board has a number of specialised committees, with supervisory and advisory powers, as well as an Executive Committee. There are no specific regulations for Board committees, and they are governed in accordance with the law, the By-laws and the Regulations of the Board, amendments to which during the year are noted in the section "The Administration – The Board of Directors – Operation of the Board of Directors – Regulations of the Board". In aspects not specifically laid out for the Executive Committee, the operational rules governing the Board itself will be applied, by virtue of the Regulation of the Board.

The Board committees, in accordance with the provisions of the Regulations of the Board and applicable legislation, draw up an annual report on its activities, which includes the assessment of its performance during the year. The annual reports on the activity of the Committees are available on the Company's corporate website. (C.2.3)

> NUMBER OF FEMALE DIRECTORS WHO WERE MEMBERS OF BOARD COMMITTEES AT THE CLOSE OF THE LAST FOUR YEARS (C.2.2)

Financial year 2023 Financial year 2022 Financial year 2021 Financial year 2020
Number % Number % Number % Number %
Audit and Control
Committee
2 40.00 3 50.00 3 50.00 2 50.00
Innovation, Technology and
Digital Transformation
Committee
3 42.86 3 60.00 3 60.00 2 50.00
Appointments and
Sustainability Committee
1 20.00 1 20.00 0 0.00 1 33.33
Remuneration Committee 3 60.00 2 50.00 2 50.00 2 66.67
Risk Committee 2 40.00 2 33.33 2 33.33 3 60.00
Executive Committee 3 42.86 4 57.14 4 57.14 3 50.00

> PRESENCE OF BOARD MEMBERS IN THE DIFFERENT COMMITTEES

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

Executive Committee

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

Number of members

The Committee comprises seven members: two executive directors (José Ignacio Goirigolzarri and Gonzalo Gortázar), one proprietary director (Tomás Muniesa) and four independent directors (Eduardo Javier Sanchiz, Eva Castillo, Maria Amparo Moraleda and Koro Usarraga). In accordance with article 13 of the Regulations of the Board, the Chairman and Secretary of the Executive Committee will also be the Chairman and Secretary of the Board of Directors.

Composition

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

The composition of this committee, which is made up of the Chairman and CEO, must have at least two non-executive directors, at least one of whom is independent.

The appointments of its members requires a vote in favour from at least two-thirds of the Board members.

Distribution of committee members by category

(% of total committee members)

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

Number of sessions (C.1.25)

In 2023 the Committee held 22 sessions, none of which were held exclusively by telematic means.

Average attendance at sessions

The attendance of members, in person or by proxy, at the Committee's meetings during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
José Ignacio Goirigolzarri 22/22 100
Tomás Muniesa 22/22 100
Gonzalo Gortázar 21/22 95.45
Eduardo Javier Sanchiz* 15/16 93.75
Eva Castillo 17/22 77.27
María Amparo Moraleda 21/22 95.45
Koro Usarraga 22/22 100

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.

* Nominate member of the Committee on 31/03/2023.

Note: María Verónica Fisas was a member of this Committee until 31/03/2023

Functioning

The Executive Committee has been delegated all the responsibilities and powers available to it both legally and under the Company's By-laws. For internal purposes, the Executive Committee is subject to the limitations set out in article 4 of the Regulations of the Board of Directors. The Board's permanent delegation of powers to this Committee will require a vote in favour from at least two-thirds of the Board members. (C.1.9)

The Committee will meet as often as it is convened by its Chairman or the person who is to replace him in his absence, and it is validly constituted when the majority of its members are in attendance. Its resolutions are carried by the majority of the members attending the meeting, and they are valid and binding with no need for subsequent ratification by the Board sitting in plenary, without prejudice to article 4.5 of the Regulations of the Board.

The Executive Committee reports to the Board on the main matters it addresses and the decisions it makes.

There is no express mention in the Company's Bylaws that the Committee must prepare an activities report. However, in December 2023, the Executive Committee formulated its annual activity report, submitting it to the Board of Directors of CaixaBank, S.A. for approval, as well as an assessment of its performance in the corresponding financial year.

Activities during the year

During the financial year 2023, in compliance with its basic functions established in the Articles of Association and in the Regulations of the Board of Directors, the Committee dealt with a series of matters on a recurring basis and others on an ad hoc basis, for the purpose of adopting the relevant resolutions or for information purposes, in the latter case being deemed to have taken note of them.

The Committee carried out extensive monitoring of CaixaBank's results and activity throughout the 2023 financial year. In addition, the Committee was briefed on financial issues related to the budget, liquidity and funding, dividends and dividend policy, as well as on aspects related to the EBA stress test.

The Commission has also monitored product, service and other business aspects.

The Committee also monitored the evolution of nonperforming loans by segment and the evolution of defaults, doubtful balances, as well as the situation of foreclosed assets. It has also authorised the sale of credit portfolios.

In addition, the Committee approved certain credit operations and submitted to the Board of Directors the approval of operations with certain characteristics; all of this is based on the competencies assigned to it.

It also entered into agreements relating to wholly owned subsidiaries, exercising its powers as sole shareholder, as well as agreements relating to branches and other entities.

Finally, the Committee was informed of other matters such as the monitoring of the Strategic Plan, the status of certain legal proceedings and relevant administrative proceedings of CaixaBank, on treasury share transactions already carried out, and took other resolutions related, among others, to the granting and revocation of powers of attorney, as well as decisions relating to the formalisation of financing and guarantee agreements with European institutions.

2023 Consolidated Management Report

Appointments and Sustainability Committee

The Appointments and Sustainability Committee, its organisation and tasks are basically regulated in Articles 40 of the Articles of Association and 15 of the Regulations of the Board of Directors and in applicable regulations.

Number of members

The Committee is made up of five non-executive directors. Four of its members (María Amparo Moraleda, Eduardo Javier Sanchiz, Francisco Javier Campo and Peter Löscher) are considered independent directors and one (Fernando María Ulrich) is considered an external director.

Composition

The Appointments and Sustainability Committee comprises a number of non-executive directors determined by the Board, with a minimum of 3 and a maximum of 5 members. A majority of its members must be independent directors. Members of the Appointments and Sustainability Committee are appointed by the Board at the proposal of the same, and the chair of the Committee will be appointed from among the independent directors who sit on the Committee.

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

Distribution of committee members by category (% of total committee members)

% of independent Directors 80.00 % of other external Directors 20.00

Number of sessions (C.1.25)

In 2023, the Commission met in 12 sessions, 11 held exclusively online and 1 in person.

Average attendance at sessions

The attendance of members, in person or by proxy, at the Committee's meetings during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
(since taking office)
María Amparo Moraleda 11/12 91.66
Eduardo Javier Sanchiz 12/12 100
Francisco Javier Campo 10/12 83.33
Fernando María Ulrich 11/12 91.66
Peter Löscher* 6/7 85.71

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.

*Appointed member of the Committee on 31/03/2023 and accepted his appointment on 15 May 2023, after having received the communication from the European Central Bank on his suitability to hold the office of director.

Functioning

The Appointments and Sustainability Committee is self-governing and it may appoint a Chair and a Secretary. If no Secretary is appointed, the Secretary of the Board or any of the Deputy Secretaries of the Board shall act as Committee Secretary.

It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee. The Committee must also meet when the Board or its Chair requests that a report be issued or a resolution carried.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

Its duties include:

  • Evaluating and proposing to the Board the assessment of skills, knowledge and experience required of Board members and key personnel.

  • Submitting to the Board the proposals for the nomination of the independent directors to be appointed by co-option or for submission to the decision of the AGM, as well as the proposals for the reappointment or removal of such directors.

  • Reporting on the appointment and, as the case may be, dismissal of the Coordinating Director, the Secretary and the Deputy Secretaries for approval by the Board.

  • Reporting on proposals for the appointment or removal of senior executives, with the capacity to carry out such proposals directly when the Committee deems this necessary in the case of senior executives as a result of to their control or support duties concerning the Board or its committees. Propose the basic terms of the contracts of senior executives other than their pay and remuneration, and reporting those terms once they have been established.

  • Examining and organising, under the supervision of the coordinating director and with the support of the Chairman of the Board, the succession of the latter and of the Company's CEO and, as the case may be, sending proposals to the Board so that the succession process is suitably planned and takes place in an orderly fashion.

  • Report to the Board on gender diversity issues, and set a target for representation of the underrepresented sex on the Board and develop guidelines on how this target should be achieved, ensuring in all cases compliance with the diversity policy applied in relation to the Board, which will be reported on in the Annual Corporate Governance Report.

  • Periodically evaluate, at least once a year, the structure, size, composition and actions of the Board and of its committees, its Chairman, CEO and Secretary, making recommendations regarding possible changes to these. Here, the committee shall act under the direction of the coordinating director when assessing the performance of the Chairman. Evaluating the composition of the Management Committee, as well as its replacement lists, to ensure coverage as members come and go.

  • Periodically reviewing the Board selection and appointment policy in relation to senior executives and making recommendations.

  • Overseeing the compliance with the Company's rules and policies in environmental and social matters, regularly evaluating and reviewing them, with the aim of confirming that it is fulfilling its mission to promote the corporate interest and catering, where appropriate, to the legitimate interests of remaining stakeholders, as well as submitting the proposals it considers appropriate on this matter to the Board and, particularly, submitting the sustainability/corporate responsibility policy for approval. In addition, the Committee will ensure the Company's environmental and social practices are in accordance with the established strategy and policy.

  • Reporting on the sustainability reports made public by the Company, prior to being submitted to the Board of Directors, including the review of the non-financial information contained in the annual management report and the master plan for socially responsible banking, ensuring the integrity of its content and compliance with applicable legislation and international benchmarks.

  • Supervising the Company's activities with regards to responsibility, and submit to the Board the corporate responsibility/sustainability policy for approval.

The Committee draws up an annual report on its operation, highlighting the main incidents occurring, if any, in relation to its duties. This report will serve as a basis, among others, and if applicable, for the evaluation of the Board. In addition, when the relevant Committee deems it appropriate, it will include in that report suggestions for improvement.

Activities during the year

During the financial year 2023, in fulfilment of its basic functions as set out in the Articles of Association and the Regulations of the Board of Directors, the Committee discussed, scrutinised and took decisions or issued reports on the following matters: the size and composition of the Board, suitability assessments, appointments of Board and committee members and key personnel in the Company, verification of the character of directors, gender diversity, the policy for selecting directors, senior management and other key posts, policies on Sustainability/Corporate Social Responsibility, diversity and sustainability matters and corporate governance documentation to be submitted for 2023.

During the year, the Succession Plans for the Chairman, CEO, Lead Independent Director and other key positions on the Board, as well as for the members of the Management Committee, Risk Management Function and Compliance were reviewed and updated.

The Committee monitored climate and environmental risks, the commitments made in these areas, and interactions with supervisors. Likewise, the Committee supervised and controlled the sound operation of the Company's corporate governance system. To round off its activities for the year, the Committee focused its attention on the (individual and collective) self-assessment of the Board; the evaluation of the Board's structure, size and composition; the evaluation of the functioning of the Board and its Committees; the evaluation of the issue of gender diversity, as well as on analysing the monitoring of the recommendations in the Good Governance Code of Listed Companies and analysing a director training plan proposal.

Among other specific aspects of the year, the Committee analysed the proposed restructuring of the Management Committee, assessing that all candidates had sufficient knowledge and experience and met the necessary conditions of suitability for the performance of their duties, concluding that the Succession Plan had been taken into account and followed to a large extent.

Risk Committee

Articles 40 and 14 of the Bylaws and Regulations of the Board of Directors describe the organisation and operation of the Risks Committee.

Number of members

The Committee is made up of five directors, all of whom are non-executive directors: Koro Usarraga, Joaquín Ayuso and María Verónica Fisas are independent directors, Tomás Muniesa is a proprietary director and Fernando María Ulrich is an external director.

Composition

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

The Risk Committee comprises exclusively nonexecutive directors, all possessing the relevant knowledge, expertise and experience to fully understand and control the Company's risk strategy and appetite, in the number determined by the Board, between a minimum of 3 and a maximum of 6 members and with a majority of independent directors.

Distribution of committee members by category

(% of total committee members)

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

Number of sessions (C.1.25)

In 2023, the Committee held a total of 14 sessions. During the said year, no sessions were held exclusively by telematic means.

Average attendance at sessions

The attendance of members, in person or by proxy, at the Committee's meetings during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
Koro Usarraga 14/14 100
Tomás Muniesa 14/14 100
Joaquín Ayuso 14/14 100
Fernando María Ulrich 13/14 92.85
María Verónica Fisas 14/14 100

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated. Note: Eduardo Javier Sanchiz was a member of this Committee until 31/03/2023

Functioning

It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee.

2023 Consolidated Management Report

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

The Company shall ensure that the Risk Committee is able to fully discharge its functions by having unhindered access to the information concerning the Company's risk position and, if necessary, specialist outside expertise, including external auditors and regulators. The Risk Committee may request the attendance of persons from within the organisation whose work is related to its functions, and it may obtain all necessary advice for it to form an opinion on the matters that fall within its remit.

The committee's Chairman reports to the Board on the activities and work performed by the committee, doing so at meetings specifically arranged for that purpose or at the immediately following meeting when the Chairman deems this necessary.

Its duties include:

Advising the Board of Directors on the overall susceptibility to risk, current and future, of the Company and its strategy in this area, reporting on the risk appetite framework, assisting in the monitoring of the implementation of this strategy, ensuring that the Group's actions are consistent with the level of risk tolerance previously decided and implementing the

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

  • Ensuring that the pricing policy of the assets and liabilities offered to the clients fully consider 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.

  • Examining risk reporting and control processes, as well as its information systems and indicators.

  • Overseeing the effectiveness of the risk control and management function.

  • Appraising and making decisions in relation to regulatory compliance risk within the scope of its remit, broadly meaning the risk management of legal or regulatory sanctions, financial loss, material or reputational damage that the Company could sustain as a result of noncompliance with laws, rules, regulations, standards and codes of conduct, detecting and

  • Overseeing the effectiveness of the regulatory compliance function.

  • Report on new products and services or significant changes to existing ones.

  • Cooperating with the Remuneration Committee to establish sound 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 Bylaws, the Regulations of the Board and other regulations applicable to the Company.

In December 2023, the Committee approved its annual activity report and the assessment of its operation for the corresponding year.

Activities during the year

During the 2023 financial year, in compliance with its basic functions established in the Articles of Association and in the Board of Directors' Regulations and within the risk management framework, the Committee reviewed and continuously monitored the strategic risk processes, consisting of the Risk Assessment, the Corporate Risk Catalogue and the Risk Appetite Framework (RAF). In addition, it received through the Risk Dashboard information with a holistic view of risks, as well as the general monitoring of financial and non-financial risks, economic capital, refinancings and write-offs, loan portfolios, top economic borrower groups, top doubtful groups and the update of IFRS9 provisioning parameters. It also received information on the credit risk models in place and on the non-financial risks specifically monitored by the committee.

The Committee proposed to the Board the approval of the Group's risk policies by monitoring the planning of the review, the status of general risk management policies and the annual approval of the CaixaBank Group's risk policies. In addition, a number of monographs have been presented with the aim of analysing various risks in detail.

It also supervised the CaixaBank Group's capital adequacy (ICAAP) and liquidity (ILAAP) processes, which are the sum of different integrated processes in risk and capital management, the ORSA of the subsidiary VidaCaixa, as well as the Recovery Plan.

The Committee monitored the compliance function through the Compliance Plan together with the Annual Compliance Report. It regularly followed the requirements of supervisors and regulators, as well as inspection and supervisory actions, and received recurrent information on the Anti-Money Laundering and Terrorist Funding and sanctions system, on market abuse, the consultation channel and the whistle-blowing channel, among others.

Remuneration Committee

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

Number of members

The Committee is composed of five members, four of whom (Eva Castillo, Joaquín Ayuso, Cristina Garmendia and Koro Usarraga) are considered independent directors and one (José Serna) is considered a proprietary director.

Composition

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

The Remuneration Committee comprises a number of non-executive directors determined by the Board, with a minimum of 3 and a maximum of 5 members. A majority of its members must be independent directors. The Chair of the Committee is appointed from among the independent directors who sit on the Committee.

Distribution of committee members by category

(% of total committee members)

% of proprietary Directors 20.00
% of independent Directors 80.00

Number of sessions (C.1.25)

In 2023, the Committee met in 12 sessions, 10 of which were held exclusively by telematic means except for 2 in-person session.

Average attendance at sessions

The attendance of members during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
Eva Castillo* 7/7 100
Joaquín Ayuso 12/12 100
Cristina Garmendia 12/12 100
José Serna 12/12 100
Koro Usarraga** 7/7 100

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated. * Nominated member and chairwoman of the Committee on 31/03/2023.

* Nominated member of the Committee on 31/03/2023.

Functioning

The Remuneration Committee regulates its own functioning and it may appoint its Chair and a Secretary. If no Secretary is appointed, the Secretary of the Board or any of the Deputy Secretaries of the Board shall act as Committee Secretary.

It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee. The Committee must also meet when the Board or its Chair requests that a report be issued or a resolution carried.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

Its duties include:

  • Drafting the resolutions related to remuneration and, particularly, reporting and proposing to the Board the remuneration policy for the directors and senior management, the system and amount of annual remuneration for directors and senior managers, as well as the individual remuneration of the executive directors and senior managers, and the conditions of their contracts, without prejudice to the competences of the Appointments and Sustainability Committee in relation to any conditions not related to remuneration.

  • Ensuring compliance with the remuneration policy for directors and senior managers, and reporting on the basic terms set out in the contracts of those individuals and the compliance thereof.

  • Reporting and preparing the general remuneration policy of the Company and in particular the policies relating to the categories of staff whose professional activities have a significant impact on the risk profile of the Company and those that are intended to prevent or manage conflicts of interest with the customers.

  • Analysing, formulating and periodically reviewing remuneration programmes, weighing their adequacy and performance and ensuring compliance.

  • Proposing to the Board the approval of the remuneration reports or policies that it is required to submit to the Annual General Meeting, as well as reporting to the Board on any remuneration-related proposals the Board may intend to lay before the General Shareholders' Meeting.

  • Ensuring that any conflicts of interest do not impair the independence of the external advice given to the Committee related to the exercise of its functions.

  • Considering the suggestions it receives from the Company's Chairman, Board members, executives, and shareholders.

The Committee draws up an annual report on its operation, highlighting the main incidents occurring, if any, in relation to its duties. This report will serve as a basis, among others, and if applicable, for the evaluation of the Board. In addition, when the relevant Committee deems it appropriate, it will include in that report suggestions for improvement.

Activities during the year

During the financial year 2023, in compliance with its basic duties established in the Articles of Association and in the Board of Directors' Regulations, the Committee recurrently analysed matters such as annual remuneration, salary policy, remuneration systems and corporate governance. The Committee also discussed, scrutinised and took decisions or issued reports on the following matters, which fall within its core remit:

  • 1. Remuneration of directors, senior management and key function holders. System and amount of annual remuneration.
  • 2. General Remuneration Policy and the Remuneration Policy for the Identified Staff.
  • 3. Analysing, drawing up and reviewing the remuneration programmes.

4. Proposals to the Board on Remuneration Reports and Policies to be submitted to the General Shareholders' Meeting. Reporting to the Board on proposals to the General Shareholders' Meeting.

Among other specific aspects of the year, the Committee analysed the remuneration conditions and contracts of new members of senior management, following the proposed restructuring of the Management Committee. In addition, the Committee was informed of the labour agreement signed at the beginning of the year with the workers' representatives, in which a wage compensation for inflation was set, explaining the general terms of the agreement and the negotiations.

Innovation, Technology and Digital Transformation Committee

Article 15 bis of the Regulations of the Board and the applicable regulations describe the organisation and operation of the Innovation, Technology and Digital Transformation Committee.

Number of members

The Committee is composed of seven members, five of whom (Francisco Javier Campo, Eva Castillo, Cristina Garmendia, Peter Löscher and María Amparo Moraleda) are considered independent directors and two of whom (José Ignacio Goirigolzarri and Gonzalo Gortázar) are considered executive directors.

Composition

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

The Innovation, Technology and Digital Transformation Committee will be formed of a minimum of 3 and a maximum of 7 members. The Chairman of the Board and the CEO will always sit on the Committee. The other members are appointed by the Board, on the recommendation of the Appointments and Sustainability Committee, paying close attention to the knowledge and experience of candidates on the subjects that fall within the Committee's remit.

The Chairman of the Board also chairs the Innovation, Technology and Digital Transformation Committee.

Distribution of committee members by category

(% of total committee members)

% of executive Directors 28.57
% of independent Directors 71.43

Number of sessions (C.1.25)

In 2023, the Committee held a total of 5 meetings.

Average attendance at sessions

The attendance of members, in person or by proxy, at the Committee's meetings during the year was as follows:

Member No. of
meetings in
20231
% Attendance
2023
José Ignacio Goirigolzarri 5/5 100
Gonzalo Gortázar 5/5 100
Francisco Javier Campo* 4/4 100
Eva Castillo 5/5 100
Cristina Garmendia 5/5 100
Peter Löscher** 3/3 100
María Amparo Moraleda 5/5 100

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.

* Nominate member of the Committee on 31/03/2023.

**Appointed member of the Committee on 31/03/2023 and accepted his appointment on 15 May 2023, after having received the communication from the European Central Bank on his suitability to hold the office of director.

Functioning

It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2

<-- PDF CHUNK SEPARATOR -->

members of the Committee. The Committee must also meet when the Board or its Chair requests that a report be issued or a resolution carried.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

Its duties include:

  • Advising the Board on the implementation of the strategic plan in aspects relating to digital transformation and technological innovation and, in particular, reporting on plans and projects designed by CaixaBank in this field, as well as any new business models, products, customer relationships, etc. 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 and the advances and main trends and initiatives relating to technological innovation while studying the 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 innovations on market structure, the provision of financial services and customer habits. Among other aspects, the Committee will analyse the potential disruption of new technologies, the possible regulatory implications of their development, the impact in terms of cybersecurity and matters relating to the protection of privacy and data usage.

  • Stimulating discussion and debating on the ethical and social implications deriving from the use of new technologies in the banking and insurance businesses.

  • Supporting, in the exercise of their advisory functions, the Risk Committee and the Board of Directors in relation to the supervision of technological risks and aspects relating to cybersecurity, when they deem it appropriate.

Activities during the year

During the 2023 financial year, in compliance with its basic duties set out in the Articles of Association and the Board of Directors' Regulations, the Committee monitored the 2023 Technology Plan and the 2023 Innovation Plan. In particular, the Commission was briefed on developments in Artificial Intelligence (AI), the European Central Bank's Digital Euro Project, the integration of new methodologies in credit risk modelling, and technological trends in the sector.

In addition, as a body promoting reflection and debate on the ethical and social implications of the application of new technologies in the banking and insurance business, the Commission reviewed progress made in the governance of the ethical use of data, control and transparency in the use of AI systems. In this line, the Commission was informed in detail of the actions implemented to adapt the PIAS methodologies applied to Artificial Intelligence tools to comply with the General Data Protection Regulation (GDPR).

Finally, the Committee assessed the general threat environment, the main trends in cybercrime, and the lines of work to continue strengthening CaixaBank's resilience and security controls. The Committee monitored CaixaBank's cybersecurity strategy and the action plans defined in accordance with supervisory expectations.

Audit and Control Committee

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

Number of members

The Committee is composed of five members, elected and appointed on the basis of their knowledge, skills and experience in accounting, auditing, financial and non-financial risk management and such other areas as may be appropriate for the overall performance of its duties.

Composition

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

The Audit and Control Committee comprises exclusively non-executive directors, in the number determined by the Board, between a minimum of 3 and a maximum of 7 members. The majority of the members of the Audit and Control Committee are independent directors.

The Committee will appoint a Chairman from among the independent directors. The Chairman must be replaced every 4 years and may be re-elected once a period of 1 year from his/her departure has transpired.

The Chairman of the Committee acts as a spokesperson at meetings of the Board, and, as the case may be, at the Company's AGM. It may also appoint a Secretary and may appoint a Deputy Secretary. If no such appointments are made, the Secretary to the Board will assume these roles.

The Board will ensure that members of the Committee, particularly its Chairperson, have sufficient knowledge and experience in accounting, auditing or risk management, and in any other areas required for the Committee to fulfil all its duties.

Distribution of committee members by category

(% of total committee members)

% of proprietary Directors 40.00
% of independent Directors 60.00

Number of sessions (C.1.25)

In 2023, the Committee held a total of 14 sessions. During the said year, no sessions were held exclusively by telematic means.

Average attendance at sessions

The attendance of members during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
Eduardo Javier Sanchiz 13/14 93
Francisco Javier Campo 13/14 93
Cristina Garmendia 14/14 100
Teresa Santero 14/14 100
José Serna 14/14 100

(1) This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.

Functioning

The Committee meets quarterly, as a general rule, but also whenever considered appropriate for the sound performance of its duties. The meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee. In order to carry out its duties, the Committee must have adequate, relevant, relevant and sufficient access to any information or documentation held by the Company, and it may request: (i) the attendance and collaboration of the members of the Company's management team or personnel; (ii) The attendance of the Company's auditors to deal with specific points of the agenda for which they have been convened; and (iii) advice from external experts when it deems it necessary. The Committee has set up an effective communication channel with its spokespersons, which will normally be the Committee Chair with the Company management and, in particular, the finance department; the head of internal audits; and the main auditor responsible for account auditing.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

Its duties include:

  • Reporting to the AGM about matters raised that are within the Committee's remit, particularly 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 elaborating and presenting mandatory financial and nonfinancial information regarding the Company and, where relevant, the Group, reviewing the accounts, compliance with regulatory requirements in this area, the adequate definition of the consolidation perimeter, and the correct application of generally accepted accounting criteria.

  • Ensuring that the Board submits the annual Financial Statements and the management report to the AGM, without qualified opinions or reservations in the audit report and, if there are reservations, ensuring that the Committee's Chair and the auditors clearly explain the content and scope of those qualified opinions or reservations to shareholders.

  • Reporting to the Board, in advance, on the financial information and related non-financial information that the Company must periodically disclose to the markets and its supervisory bodies.

  • Overseeing the effectiveness of the internal audit.

  • Establishing and overseeing a mechanism enabling the Company's employees, or those of the group to which it belongs, to confidentially (and anonymously, if deemed appropriate) notify of any potentially significant irregularities they may observe within the Company, particularly those of a financial and accounting nature, receiving periodical reporting on its functioning and being able to propose the relevant measures for improvement and reduction of the risk of irregularities in the future.

  • Monitoring the effectiveness of risk management and control systems, in coordination with the Risk Committee, where necessary.

  • Establishing appropriate relationships with the external auditor and evaluating and monitoring these relationships.

  • Monitoring compliance with regulations with respect to Related-Party Transactions and, previously, informing the Board of Directors on such transactions.

The Committee draws up an annual report on its operation, highlighting the main incidents occurring, if any, in relation to its duties. This report will serve as a basis, among others, and if applicable, for the evaluation of the Board. In addition, when the relevant Committee deems it appropriate, it will include in that report suggestions for improvement.

Activities during the year

During the 2023 financial year, the Committee, in compliance with its basic functions established in the Articles of Association and in the Regulations of the Board of Directors, supervised the processes of preparation and presentation of the mandatory financial and non -financial information prior to its formulation by the Board of Directors. It also reviewed and approved the accounting principles, measurement bases, judgements, estimates and practices applied by CaixaBank and supervised their compliance with accounting regulations and the criteria established by the competent regulators and supervisors.

The Audit Committee supervised the effectiveness of the Company's internal control and risk management systems, in coordination with the Risk Committee.

The Committee supervised the activities of the company's Regulatory Compliance area, and in particular the implementation of the Internal Reporting System in the company as a consequence of Law 2/2023 of 20 February, regulating the protection of persons who report regulatory infringements and the fight against corruption.

The Committee also supervised the activities of the Internal Audit function, in particular the monitoring of the Internal Audit Annual Plan 2023, the reviews carried out during the year, the degree of achievement of challenges in the area, the monitoring of its Strategic Plan for 2022 -2024, and the declaration of its independence, among other activities. It also maintained a fluid and constant relationship with the external auditor and, among other activities, adequately verified its independence, the follo w -up of the annual plan, and the carrying out of the audit work.

During the 2023 financial year, the Committee analysed and reported on related -party transactions carried out by the Company, in compliance with article 529 vicies et seq. of the Capital Companies Act, in addition to verifying compliance with the legally established requirements for this type of transaction delegated by the Board of Directors.

Further details on the activities relating to certain matters within the Committee's remit are given below:

a) Oversight of financial information (C.1.28)

The powers delegated to the Board specifically include the duty of overseeing the dissemination of information and communications relating to the Company. Therefore, the Board is responsible for managing and overseeing, at the highest level, the information distributed to shareholders, institutional investors and the markets in genera. Consequently, the Board 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.

The Audit and Control Committee, as a specialised committee of the Board, is responsible for ensuring that the financial information is drawn up correctly. This is a matter to which it dedicates particular attention, alongside the non-financial information. Among other things, its duties involve preventing qualified opinions and reservations in external audit reports.

The people responsible for these matters attended almost all of the meetings held in 2023, enabling the Committee to become suitably familiar with the process of drawing up and presenting the mandatory financial information of the Company and the Group, particularly regarding the following points: (i) compliance with regulatory requirements; (ii) definition of consolidation perimeter; and (iii) application of the accounting principles, in particular with regard to the assessment criteria and the judgments and estimates.

Ordinarily, the Committee meets on a quarterly basis in order 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. In such cases, the internal auditor will be present and, if any report is to be issued, the external auditor will be present. At least one meeting a year with the external auditor will take place without the presence of the management team, so that they can discuss specific issues that arise from the reviews conducted. Similarly, during fiscal year 2023, the external auditor held a meeting with the full Board of Directors to report on the work carried out and on the evolution of the Company's situation with regard to its accounts and risks.

The annual individual and consolidated financial statements submitted to the Board for preparation are not previously certified. The above notwithstanding, we note that as part of the ICFR System, the financial statements for the year ended 31 December 2023, which form part of the annual financial statements, are to be certified by the Company's Head of Internal Control and Validation. (C.1.27)

b) Monitoring the independence of the external auditor

In order to ensure compliance with applicable regulations, particularly with regard to the status of the Company as a Public-Interest Entity, and the independence of the audits, the Company has a Policy on Relations with the External Auditor (updated in 2023) which sets out the principles that should govern the selection, hiring, appointment, re-election and removal of the auditor, as well as the framework for relations.

The external auditor will be appointed for an initial period of three years. The External Auditor Relations Policy provides that, once this initial period has elapsed, Auditors may be proposed for re-election for annual periods up to a maximum term of ten years, the reference year for re-election being the calendar year following the calendar year in which the Meeting at which the re-election is agreed upon is held. At the end of the maximum term of ten years, re-election shall only be possible, exceptionally, in the cases provided for in the regulations.

As an additional mechanism to ensure the auditor's independence, the Articles of Association state that the General Shareholders' Meeting may not revoke the auditors until the period for which they were appointed has ended, unless it finds just cause for doing so. (C.1.30)

The Audit and Control Committee is responsible for establishing relationships with the auditor in order to receive information on any matters which may jeopardise its independence, and on any other matters relating to the process of auditing the accounts. In all events, on an annual basis, the Committee must receive from the external auditor a declaration of its independence with regard to the Group, in addition to information on any non-audit services rendered to the Group by the external auditor or persons or entities related to it. Subsequently, prior to the disclosure of the audit report, the Committee will issue a report containing an opinion on the independence of the auditor. This report will include an assessment of such non-audit services that may have been rendered, considered individually and as a whole, and related to the degree of independence or the applicable audit regulations. (C.1.30)

2023 Consolidated Management Report

6 6 25% 25%

Individual
Consolidated Individual Consolidated
Number of consecutive years PWC
has been Caixabank's statutory
auditor (C.1.34)
% of years audited by PWC out of
total years audited (C.1.34)

The audit firm carries out other non-audit work for the Company and/or its group:

(C.1.32) CaixaBank Subsidiaries Total group
Amount of non-audit
work (€m)
1,316 222 1,538
% Amount of non
audit work / Amount
of audit work
45% 6% 24%

Note: The ratio indicated (24%) has been determined for the purpose of preparing the Annual Corporate Governance Report on the basis of the audit fees for the financial year 2023. For its part, 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 Article 4 (2) thereof, estimated on the basis of the average audit fees for the previous 3 financial years, amounts to 27% (see Note 37 to the consolidated financial statements).

Within the framework of the Policy on the Relationship with the External Auditor, and taking into consideration the Technical Guide on Audit Committees at Public-Interest Entities by the CNMV, the Audit and Control Committee issues an annual assessment of the quality and independence of the auditor, coordinated by the Director of Accounting, Management Oversight and Capital, with regard to the external audit process. This assessment covers: (i) compliance with requisites in terms of independence, objectivity, professional capacity and quality; and (ii) the suitability of audit fees for the assignment. On this basis, the Committee has proposed to the Board, and the Board has proposed 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 2024. (C.1.31)

The auditor's report on the financial statements for the preceding year does not contain a qualified opinion or any reservation. (C.1.33)

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

Unless by law it falls under the purview of the General Shareholders' Meeting, the Board is empowered to approve, subject to a report from the Audit and Control Committee, all transactions that the Company, or companies in its Group, undertake with: (i) Directors; (ii) shareholders who own 10% or more of the voting rights, or represented on the Board; or (iii) with any other person who must be regarded as a related party under International Accounting Standards, adopted in accordance with Regulation (EC) 1606/2002.

For these purposes, those transactions not classified as such in accordance with the law shall not be regarded as related-party transactions, and in particular: (i) transactions carried out between the Company and its directly or indirectly wholly owned subsidiaries; (ii) transactions carried out between the Company and its subsidiaries or investees, provided that no other party related to the Company has a stake in these subsidiaries or investees; (iii) the signing between the Company and any executive director or senior manager of a contract that regulates the terms and conditions of the executive duties that said director/manager is to perform, including the determination of the specific amounts or remuneration to be paid pursuant to said contract, which must be approved in accordance with the provisions herein; (iv) operations carried out on the basis of measures designed to safeguard the stability of the Company and undertaken by the competent authority responsible for its prudential supervision.

In operations that must be approved by the Board of Directors, the Board Members of the Company affected by the Related-Party Transaction, or who represent or are related to the shareholders affected by the Related-Party Transaction, must abstain from participating in the deliberation and voting on the agreement in question, under the terms provided by law.

In accordance with current regulations, the Board of Directors has currently delegated the approval of the following Related-Party Transactions:

  • a. Transactions between companies that are part of the Group that are carried out over the course of normal operations and on an arm's-length basis;
  • b. Transactions entered into under contracts whose standardised conditions are applied en masse to a large number of customers, are carried out at prices or rates established generally by the party acting as supplier of the goods or services in question, and whose amount does not exceed 0.5 per cent 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 Board of Directors of the Company, which do not individually exceed the amount of 5,000,000, nor, taken together with all other transactions with the same counterparty in the last twelve months, 0.35% of the Company's net turnover.

A report from the Audit and Control Committee will not be required to approve these transactions, although the Board of Directors shall establish an internal procedure for regular reporting and control, with the involvement of the Audit and Control Committee. CaixaBank has a Protocol on Related-Party Transactions (latest version December 2022) detailing the internal procedure which provides, among other matters, for half-yearly reporting to the Audit and Control Committee of related-party transactions whose approval has been delegated by the Board.

The granting by the Company of lines of credit, loans and other means of financing and guarantees to Directors, or to persons associated with them, shall comply with the regulations of the Board of Directors and with the regulations governing the organisation and discipline of credit institutions and the with supervisory body's guidelines in this matter.

The Company shall publicly announce, no later than the day of their execution, the Related-Party Transactions that the Company or the companies of its Group enter into and whose amount reaches or exceeds 5% of the total asset items, or 2.5% of the annual turnover, under the terms established by law. It shall also report the Related-Party Transactions in the half-yearly financial report, the annual corporate governance report and the consolidated annual accounts in the cases and within the scope provided for by law.

The Company is not aware of any relationship, whether of a commercial, contractual or family nature, among significant shareholders. Potential relations of a commercial or contractual nature with CaixaBank notwithstanding, within the ordinary

course of business and on an arm's-length basis. With the aim of regulating the relationship between the "la Caixa" Banking Foundation and CaixaBank and their respective groups and thus avoiding conflicts of interests, the Internal Relations Protocol (amended in October 2021) was signed. The main purpose of this protocol is: (i) to manage relatedparty transactions; (ii) to establish mechanisms to avoid the emergence of conflicts of interest; (iii) to govern the pre-emptive right over Monte de Piedad; (iv) collaboration on CSR and sustainability matters; and (v) to regulate the flow of information for compliance with the periodic reporting obligations. This Protocol is available on the corporate website and its compliance is monitored on an annual basis by the Committee.

Notwithstanding the above, the Internal Relations Protocol also sets out the general rules for performing transactions or providing services at arm's length, and identifies the services that companies in the FBLC Group provide or may provide to companies in CaixaBank Group and, likewise, those that companies in CaixaBank Group provide or may provide to companies in the FBLC Group. The Protocol establishes the circumstances and terms for approving transactions. In general the Board of Directors is the competent body for approving these transactions. In certain cases stipulated in Clause 3.4 of the Protocol, certain transactions will be subject to approval from the CaixaBank Board of Directors, which must have a report issued in advance by the Auditing Committee, whereby the same applies for all other signatories of the Protocol. (A.5+D.6)

Articles 29 and 30 of the Regulations of the Board regulate the non-compete obligation of Board members and applicable conflicts of interest, respectively: (D.6)

Directors will only be exempt from the non-compete obligation if it does not entail non-recoverable damage to the Company. Any director who has been granted such a non-compete waiver must abide by the terms contained in the waiver resolution and must invariably abstain from taking part in discussions and votes in which they have a conflict of interest.

Directors (directly or indirectly) have the general obligation to avoid situations that could involve a conflict of interest for the Group and, where there is a conflict, they have the duty to report the matter to the Board for disclosure in the financial statements.

Furthermore, key personnel are subject to certain obligations with regard to direct or indirect conflicts of interest under the Internal Code of Conduct in Securities Markets, including the obligation to act with freedom of judgement and loyalty to CaixaBank, its shareholders and its customers, to abstain from intervening in or influencing decisions that may affect people or companies with which there are conflicts of interest, and to inform Regulatory Compliance of such incidents.

Except for what may appear in Note 43 of the consolidated financial statements, during the year 2023 there was no knowledge of the existence of significant transactions due to their amount or relevant due to their subject matter, carried out between the Group and its related parties. (D.2, D.3, D.4, D.5)

2023 Consolidated Management Report

Senior Management

The CEO, the Management Committee and the main committees of the Company are responsible for the daily management, implementation and development of the decisions made by the Governing Bodies,

Management Committee (C.1.14)

The Management Committee meets on a weekly basis to make decisions related to the Strategic Plan, Annual Operating Plan, and other areas that affect organisational life at CaixaBank.

It also approves structural changes, appointments, expense lines and business strategies.


3
Presence of women in Senior
Management at 31.12.23 (former CEO)
20% of total
0.010
%
Senior management's share in the
company's capital at 31.12.23 (former
CEO)
0.016
%
The total amount of shares generated
by incentive plans that are pending
delivery account for 0.016% of the total
share capital

IÑAKI BADIOLA

Corporate & Investment Banking Director

Education

He holds a degree in Economics and Business Science from the Complutense University in Madrid and a master's in Business Administration from the IE.

Career

With a career spanning over 20 years in the world of finance, he has held a number of roles in various companies across different sectors: technology (EDS); distribution (ALCAMPO); public administration (GISA); transport (IFERCAT); and real estate (Harmonia).

He was Executive Director of CIB and Corporate Director of Structured Finance and Institutional Banking.

LUIS JAVIER BLAS

Chief Operating Officer

Education

He holds a degree in Law from Universidad de Alcalá. AMP (Advanced Management Program) by ESE Business School (Universidad de los Andes - Chile), as well as other corporate management development programmes by IESE and INSEAD.

Career

Prior to joining CaixaBank, he spent 20 years in the BBVA Group. He also previously worked at the Accenture Group, Abbey National Bank Spain and Banco Central Hispano, at the start of his career

Other positions currently held

Currently, he is a Director of Caixabank Tech, S.L.U. and Director of SegurCaixa Adeslas, S.A. de Seguros y Reaseguros.

MATTHIAS BULACH

Head of Accounting Mgmt and Capital

Education

He holds a degree in Economics from the University of Sankt Gallen and CEMS Management Master's degree from the Community of European Management Schools.

Career

He joined "la Caixa" in 2006 as Head of the Economic Analysis Office, working on strategic planning, analysis of the banking and regulatory system and support to the Chairman's Office in restructuring the financial sector. Before his appointment as Executive Director in 2016, he was Corporate Manager of Planning and Capital. He was previously Senior Associate at McKinsey & Company, specialising in the financial sector and international projects.

He has been a Member of the Supervisory Board of Erste Group Bank AG and a member of its Audit Committee. He has also been a Director of CaixaBank Asset Management SGIIC S.A. and Chairman of its Audit and Control Committee.

Other positions currently held

Director of CaixaBank Payments & Consumer and Buildingcenter S.A.

ÓSCAR CALDERÓN

General Secretary and Secretary to the Board of Directors

Education

He holds a degree in Law from the University of Barcelona and he is a State Lawyer.

Career

He has served as State Lawyer in Catalonia (1999- 2003). Lawyer to the General Secretary's Office of "la Caixa" Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of "la Caixa" Caja de Ahorros y Pensiones de Barcelona until June 2014. He was also a Trustee and Deputy Secretary of "la Caixa" Foundation until its dissolution in 2014, as well as Secretary to the Board of Trustees of "la Caixa" Banking Foundation until October 2017.

Other positions currently held

Trustee and Secretary to the Board of Trustees of Fundación del Museo de Arte Contemporáneo de Barcelona (MACBA). He is also Secretary of the Foundation of Applied Economics (FEDEA) of the Board of Trustees of the CaixaBank Dualiza Foundation.

MANUEL GALARZA

Head of Control, Compliance and Public Affairs

Education

He holds a degree in Economics and Business Science from the University of Valencia. Extraordinary award for the bachelor's degree. Senior Executive Programme from ESADE. He is a qualified chartered accountant (Registro Oficial de Auditores de Cuentas).

Career

Since January 2011, he has held various senior positions at Bankia and was a member of Bankia's Management Committee from January 2019 until joining CaixaBank.

He has been a director of listed and unlisted companies, including Iberia, Realia, Metrovacesa, NH, Deoleo, Globalvía and Caser.

DAVID LÓPEZ

Chief Human Resources

Education

He holds a degree in Economics and Business Science from the University of Las Palmas de Gran Canaria. He has worked in both local and multinational companies, and his time at Arthur Andersen is particularly noteworthy.

Career

In 2001, he joined Caja de Canarias as Director of Human Resources and Systems. The following year, he was appointed Deputy Director General and Commercial Director of Caja Insular de Ahorros de Canarias. In 2011, once Bankia had absorbed Caja Insular, he was appointed as Deputy Commercial Manager and, subsequently, Commercial Director for the Canary Islands. Between 2012 and 2015, he was Territorial Director of the Canary Islands, and in July 2015 he became Territorial Director of southwest Madrid.

In January 2019, he was appointed Deputy Managing Director for People and Culture at Bankia, as well as a member of its Management Committee.

On 30 March 2021, he was appointed Chief Human Resources at CaixaBank.

Other positions currently held

Since March 2019, he has been Chairman of CECA's Labour Relations Committee.

MARÍA LUISA MARTÍNEZ

Head of Communications and Institutional Relations

Education

She holds a degree in Modern History from the University of Barcelona and in Information Sciences from the Barcelona Autonomous University. She completed the PADE programme at IESE Business School.

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 Director of Communications, Institutional Relations, Brand and CSR at CaixaBank, and since 2016 she has been the Executive Director (as well as member of the Steering Committee since May 2016) in charge of these areas. In April 2021 she was appointed Director of Communications and Institutional Relations.

Until May 2022, she has been Chairwoman of Autocontrol (a reference body in the self-regulation of the advertising industry in Spain).

Other positions currently held

Chairwoman of Dircom Cataluña, Member of Dircom Nacional, Vice-President of Corporate Excellence and Member of the Board of Directors of Foment del Treball.

JAUME MASANA

Business Director

Education

He holds a degree in Business Administration and a Master's in Business Administration from ESADE, and a CEMS, Community of European Management Schools Master's from the Università Commerciale Luigi Bocconi (Milan, Italy). He also completed the International Management Programme at Stern - New York University (Graduate School of Business Administration).

Career

Before joining CaixaBank, he developed his career at Catalunya Caixa (2010-2013), Caixa Catalunya (2008- 2010) and Caixa Manresa (1996-2008).

He has also worked in private equity at Granville Holdings PLC and in treasury at JP Morgan. He has taught international finance and investment banking at ESADE Business School in Barcelona.

Joined CaixaBank in 2013 and was Territorial Director for 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 Director and Chairman of Imaginersgen, S.A.

JORDI MONDÉJAR

Head of Risk

Education

He holds a degree in Economics and Business Management from the University of Barcelona. He is a qualified chartered accountant (Registro Oficial de Auditores de Cuentas).

Career

He worked at Arthur Andersen from 1991 to 2000 in the field of accounts auditing for financial and regulated institutions.

He joined "la Caixa" in 2000 and was Executive Director of Intervention, Management Control and Capital before his appointment as Head of Risk in 2016.

Other positions currently held

Non-Executive Chairman of Buildingcenter, S.A.

JORDI NICOLAU

Head of Payments and Consumer

Education

Graduate in Economics and Business Administration from the University of Barcelona and Master in Business Administration (MBA) from the Universitat Pompeu Fabra. He has also completed the Management Development Programme (PDD) at IESE, the ESADE "Leadership and Commitment" postgraduate course, the Advanced Studies Diploma (DEA) Third Degree at the University of Girona, and the "Leadership Excellence through Awareness and Practice Programme" (LEAP) at INSEAD.

Career

He joined CaixaBank in 1995, occupying different positions in the commercial network. Subsequently he was also Deputy Director and Executive Director of the Catalonia Territory, Director of the Barcelona Territory, and Director of Retail-Customer Experience & Day to Day.

Other positions currently held

CEO of CaixaBank Payments & Consumer.

Mr. Nicolau is also a Director at several entities of the CaixaBank Group: CaixaBank Tech, ImaginersGen and CaixaBank Facilities Management. He is also Chairman of the Board of Telefónica Consumer Finance, Chairman of Telefónica Renting, and Director of Comercia Global Payments.

JAVIER PANO

Chief Financial Officer

Education

He holds a degree in Business Science and an MBA from ESADE Business School.

Career

Since July 2014, he has been CFO of CaixaBank, heading the Markets, ALM and Investor Relations areas, Chairman of the ALCO Committee and responsible for managing liquidity and wholesale funding, having previously held positions of responsibility in the Capital Markets area.

Before joining "la Caixa" in 1993, he held senior positions at various companies.

Other positions currently held

Member of the Board of Directors and member of the Risk Committee, Nomination, Evaluation and Remuneration Committee of BPI, S.A., and Non-Executive Deputy Chairman of the Board of Directors and Member of the Nomination Committee of Cecabank, S.A.

MARISA RETAMOSA

Head of Internal Audit

Education

She holds a degree in Computer Science from the Polytechnic University of Catalonia. CISA (Certified Information System Auditor) and CISM (Certified Information Security Manager) certification accredited by ISACA.

Career

She has been Corporate Manager of Security and Resources Governance, and previously served as Head of Security and Service Control in IT Services. She also served as Head of Operations Audit.

Joined "la Caixa" in 2000. She previously worked in Arthur Andersen (1995-2000), working in roles relating to system and process audits and risk advisory.

EUGENIO SOLLA

Chief Sustainability Officer

Education

Graduate in Business Administration and Management from the University College of Financial Studies (CUNEF), master's degree in Credit Institution management at UNED and Executive MBA at IESE.

Career

In 2004, he joined Caja de Ahorros de Ávila until 2009, when he became Integration Coordinator at Bankia. In 2011, he joined Bankia's Chairman's Office as Director of Strategic Coordination and Market Analysis, and a year later became Director of the Office. Between 2013 and 2015, he was appointed Corporate Director of marketing of the company and, in July 2015, Corporate Director of the Madrid North Territorial Unit.

He was Deputy General Manager of Retail Banking and member of the Management Committee of Bankia from January 2019 until he joined CaixaBank.

Other positions currently held

He is currently Vice-Chairman of the CaixaBank Dualiza Foundation and, since January 2023, Trustee of the Seres, Society and Responsible Business Foundation.

JAVIER VALLE

Head of Insurance

Education

He holds a degree in Business Science and a master's in Business Administration from the ESADE Business School. Community of European Management School (CEMS) at HEC Paris.

Career

He has developed his professional career as General Manager at Bansabadell Vida, Bansabadell Seguros Generales, and Bansabadell Pensiones, and has also been CEO of Zurich Vida. He was CFO of the Zurich Group Spain and Director of Investments for Spain and Latin America.

Other positions currently held

He is a Director and CEO of VidaCaixa. He is vice-Chairman and member of the Executive Committee and Board of Directors of Unespa, as well as Director of ICEA.

He is also a Director of CaixaBank Tech and a Member of the Board of Directors of Esade Alumni.

He is also Vice-President of the Conference of European Bancassurers.

Member of the Insurance Advisory Board of the Directorate General of Insurance and Pension Funds.

MARIONA VICENS

Head of Digital Transformation and Advanced Analytics

Education

She graduated as a Mechanical Engineer from Catalunya Polytechnic University and has an MBA from the Kellogg School of Management, Northwestern University.

Career

She started her career at McKinsey & Co as a Senior Associate, working in the financial and pharmaceutical sectors.

Before joining CaixaBank, she developed his career in the areas of Strategy and Business Development at Novartis, with international experience in China and Switzerland.

She joined CaixaBank in 2012 as Director of Innovation, and since 2018 she has been Director of Innovation and Digital Transformation.

Other positions currently held

Director of CaixaBank Tech, S.L.U., Imaginersgen, S.A. and CaixaBank Payments & Consumer, E.F.C. E.P., S.A.

She is also the Chairwoman of CaixaBank Advanced Business Analytics, S.A.U.

Other Committees

The following is a description of the main committees:

Alco Committee (assets and liabilities)

This committee is responsible for the management, monitoring and control of structural liquidity, interest rate and exchange rate risks relating to CaixaBank's balance sheet.

It is responsible for optimising the financial structure of the CaixaBank Group's balance sheet and making it more profitable, including the net interest margin and the windfall profits in the Profit from Financing Operations; determining transfer rates with the various lines of business (IGC/MIS); monitoring prices, terms and volumes of the activities that generate assets and liabilities; and managing wholesale financing.

All of this, under the policies of the risk appetite framework and the risk limits approved by the Board.

Periodicity: Monthly.

Dependency: Management Committee. It reports to the Global Risk Committee.

Risks managed: Liquidity and Financing. Market. Interest rate risk in the banking book.

Regulation Committee

This committee is the decision-making body for all aspects related to financial regulation. Its functions include spearheading the activity to represent the Bank's interests, as well as the systematisation of regulatory activities, periodically assessing the initiatives carried out in this field.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Legal and regulatory. Conduct and compliance.

Information Governance and Data Quality Committee.

It oversees the coherence, consistency and quality of the information reported to the regulator and to the Group's management, providing a comprehensive view at all times.

Periodicity: Bimonthly.

Dependency: Management Committee.

Risks managed: Technological.

Global Risk Committee

It is responsible for the global management, control and monitoring of credit, market, operational, concentration, reputational, legal, regulatory compliance and any other risk included in the CaixaBank Group's Corporate Risk Catalogue, as well as the implications for liquidity, solvency and the consumption of regulatory and economic capital.

Periodicity: Monthly.

Dependency: Risk Committee.

Risks managed: All those in the Group's Corporate Risk Catalogue.

Corporate Criminal Management Committee

This Committee is responsible for managing any observations or reports made through any channel regarding the prevention of and response to criminal conduct. The main functions are: prevention, detection, response, report and monitoring of the model.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Conduct and compliance.

Permanent Lending Committee

It is responsible for officially approving loan, credit and guarantee operations, as well as investment operations in general that are specific to the Bank's corporate objective, and its approval level is defined in the Bank's internal regulations.

Periodicity: Weekly.

Dependency: Board of Directors.

Risks managed: Credit.

Transparency Committee

Its function is to ensure that all aspects that have or may have an impact on the marketing of products and services are covered in order to ensure the appropriate protection of customers, through transparency and the understanding thereof by the customers, especially retailers and consumers, and the suitability to their needs.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Legal and regulatory. Conduct and compliance. Reputational.

Diversity committee

Its mission is the creation, promotion, monitoring and presentation of actions to the corresponding bodies to increase diversity with a focus on the representation of women in management positions and to avoid the loss of talent, as well as in the other areas of diversity that are a priority for the Bank such as functional, generational and cultural diversity.

Periodicity: Quarterly.

Dependency: Management Committee.

Risks managed: Legal and regulatory. Reputational.

Recovery and Resolution Plan Committee

Periodically develop a recovery package to enable the entity to recover in a situation of financial stress. Along with additional information, it will ensure compliance with the ECB's requirements on the drafting of the Recovery Plan. On the other hand, the RRPC will ensure compliance with the recommendations of the SRB, and to ensure a level of resolvability with the expectations of the SRB.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Business returns. Own funds: Solvency. Liquidity and Financing. Legal and regulatory. Reputational.

Privacy Committee

It acts as the senior and decision-making body for all aspects relating to privacy and personal data protection within CaixaBank Group.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Legal and regulatory. Conduct and compliance.

Efficiency committee

The mission of this committee is to improve the organisation's efficiency, and it is responsible for proposing and agreeing with the Divisions and Subsidiaries the proposed annual cost and investment budgets to be presented to the Management Committee for approval.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Business returns. Own funds: Solvency.

Sustainability Committee

It is responsible for approving CaixaBank's strategy and practices and overseeing them, as well as propose and presenting (for their approval by the corresponding Governing Bodies) general policies for managing corporate responsibility and reputation.

Its mission is to help CaixaBank to be recognised for its excellent sustainability management, strengthening the Bank's position through its socially responsible banking model.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Sustainability.

Reputational risk committee

It is responsible for coordinating, approving, managing and promoting the CaixaBank Group's initiatives and strategies in the area of reputation and reputational risk, and to track its management, as established by the Board of Directors in the Risk Appetite Framework (RAF). Its mission is to help CaixaBank be recognised for its excellent reputation, as well as to prevent and mitigate any reputational risk resulting from its activity.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Reputational.

Information Security Committee

It is the highest executive and decision-making body for all aspects related to Information Security at a corporate level.

Its purpose is to ensure the security of information in CaixaBank Group by applying the Corporate

Information Security Policy and the mitigation of any identified risks or weaknesses.

Periodicity: Quarterly.

Dependency: Management Committee.

Risks managed: Conduct and Compliance and Technology.

Internal Code of Conduct Regulations Committee (ICCR)

It is responsible for adapting the actions of CaixaBank, its boards of directors, employees and representative to the standards of conduct that, in their activities related to the Securities Markets, they must respect and are contained in the Law on Securities Market and its implementing regulations.

Periodicity: Quarterly.

Dependency: Management Committee.

Risks managed: Conduct and compliance.

Global Recovery and Default Committee

It is responsible for reviewing and monitoring aspects related to non-performing and foreclosed assets. It proposes policies to mitigate and manage NPAs and recover impaired assets and it oversees and monitors compliance with the recovery and default targets set, and liaises with the various areas to take the steps needed to redress any deviations.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Credit.

Credit Risk Policy Committee

It approves, or where applicable, takes note of, and monitors the policies and criteria related to the granting and management of credit risk.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Credit.

Operational Risk Committee

It analyses and monitors CaixaBank Group's operational risk profile, and proposes the corresponding management measures.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Other operational risks.

Operational Resilience Committee

It is the body responsible for managing the Group's Operational Continuity function, as well as for designing, implementing and monitoring the Operational Continuity Management System.

Periodicity: Weekly (in normal conditions).

Dependency: Management Committee.

Risks managed: Technological.

Capital Committee

To give capital management a systematic and exhaustive level of analysis, in order to encourage a comprehensive vision, debate and decision-making, from all points of view and with the involvement of all the organisational groupings whose sphere of management has a direct impact on the Entity's capital management.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Eligible own funds/Solvency.

Internal Compliance Committee (ICC)

Responsible for promoting the development and implementation of AML/TF policies and procedures at the Group level. A collegiate body with decisionmaking functions.

Periodicity: Quarterly.

Dependency: Management Committee.

Risks managed: Conduct and compliance.

Impairment Committee

Establishing and monitoring the accounting translation of the credit quality impairment of the risks assumed (classification of impairment and determination of provisions), both arising from the use of collective models and the individual analysis of exposures.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Credit.

Models Committee

It is responsible for the review and formal approval, as well as for managing, controlling and monitoring credit risk, market risk, operational risk, reputational risk, structural balance sheet risk, planning and projection of macroeconomic variables. It is also responsible for any methodology derived from the control function it holds, including the calculation of economic capital, regulatory capital and expected loss, and the estimation of risk metrics (risk-adjusted return on assets - RAR), in addition to reviewing risks to adapt them to the Regulations (Credit, Market, Other Operational, Liquidity, Reputational and Structural Balance Sheet).

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Credit; Market; Oper. R.; Liquidity R.; Reputational R.; Structural Balance Sheet R.

Incidents Committee

The Incidents Committee holds, by delegation of the Management Committee, the disciplinary power that, in accordance with art. 20 of the revised text of the Workers' Statute Law, the Entity has in relation to its employees. This power is exercised through the opening, analysis, discussion and resolution of all possible disciplinary proceedings that may arise

Periodicity: Weekly.

Dependency: Management Committee.

Risks managed: Conduct and compliance.

Interest Rate Reference Indexes Technical Contribution Committee

Ensure the adequacy of the Contribution Process to the applicable regulations and supervise its correct functioning, being responsible for defining and approving the contribution procedure.

Periodicity: Bimonthly.

Dependence: Management Committee.

Risks managed: Conduct and compliance.

The Product Committee

The main function attributed to the Product Committee is the approval of New Products. It also has other functions: To establish the criteria for determining what a New Product is; To validate whether a product should be considered a New Product or not; To supervise the Technical Office to ensure its proper functioning.

Periodicity: Every two weeks.

Dependence: Transparency Committee.

Risks managed: Legal and regulatory. Conduct and compliance. Reputational.

PIA Committee (Privacy Impact Assessment)

The main function attributed to the PIA Committee, as delegated by the Privacy Committee, is the analysis and, if necessary, the approval of new data processing. The purpose of the PIA committee is to assess, on a recurring basis, the risks, both from a legal and information security point of view, to the fundamental right to data protection of the data processing that we carry out.

Periodicity: Every two weeks.

Dependence: Privacy Committee.

Risks managed: Legal and regulatory. Conduct and compliance.

Delegated Committee for the Prevention of Money Laundering

Its function is to make the OCI more agile. With executive character and powers of prior discussion and establishment of action guidelines for the improvement of all operational aspects in AML/CFT (approval of client terminations, etc.).

Periodicity: Every two weeks.

Dependence: Internal Control Committee - ICC

Risks managed: Conduct and compliance.

Large auctions committee

It analyses, studies and determines the strategy in the field of large auctions for the CaixaBank Group. Study and, if necessary, authorisation of the awarding of real estate assets whose capital exceeds 600,000 euros.

Periodicity: Monthly.

Dependence: Permanent Lending Committee.

Risks managed: Credit.

Real Estate Asset Acquisition and Appraisal Committee (CVAAI)

It is responsible for the valuation and acquisition of real estate assets of the CaixaBank Group and for the definition of management actions for such assets accordingly and in accordance with its duties.

Periodicity: Every two weeks.

Dependence: Permanent Lending Committee.

Risks managed: Credit.

Remuneration

CaixaBank establishes the Remuneration Policy for its Directors on the basis of general remuneration policies, committed to a market position that allows it to attract and retain the talent needed to encourage behaviour that ensures longterm value generation and sustainability over time.

Market practices are analysed periodically with wage surveys and specific studies conducted as and when needed by top tier companies, with the samples of reference being those of entities in the European financial sector and IBEX 35 companies comparable to CaixaBank. External experts are also consulted on certain issues.

The Amendment to the Board Remuneration Policy applied to Directors' remuneration submitted by the Board to the binding vote of the General Meeting of 31 March 2023 received 76.03% of votes in favour. The consultative vote on the Annual Remuneration Report for the previous year obtained 76.63% of votes in favour. Both results were conditioned by a significant shareholder with a 17.32% stake, who abstained.

The nature of the remuneration received by the members of the Company's Board is described below:

(C.1.13)

9,573 remuneration of the Board of Directors accrued in 20231 (thousands of €)

4,151 amount of funds of current directors in long-term savings schemes with vested economic rights (thousands of €)

3,763 amount of funds of current directors in long-term savings schemes with nonvested economic rights (thousands of €)

0

→ amount of funds of former directors in long-term savings schemes (thousands of €)

No information is provided on consolidated pension rights for former directors, since the Company has no type of commitment (contribution or benefit) with former executive directors under the pensions system. (C.1.13). 1 The remuneration of Directors in 2023 as reported in this section takes the following changes in the composition of the Board and its Committees during the year:

During the 2023 financial year, a new director was appointed and re-election was held for three directors. Specifically, the Annual General Meeting approved the re-election of Gonzalo Gortázar (executive director), María Amparo Moraleda (independent director), and Cristina Garmendia (independent director) as members of the Board, as well as the appointment of Peter Löscher (independent director) as a new member. In addition, Eduardo Javier Sanchiz was appointed as Lead Independent Director, following the resignation of John S. Reed. As a result of the above re-election and appointment resolutions, the Board of Directors agreed on the same date to reorganise the composition of the different Board Committees, as explained in greater detail in the previous section of this Report: "Changes in the composition of the Board and its Committees in financial year 2023". At year-end 2023, the Board of Directors is composed of 15 members, with the Chairman and the Chief Executive Officer as the only members with executive functions.

Director remuneration has been prepared in accordance with the instructions of CNMV Circular 4/2013. As a result, there are differences with the note on remuneration in the Annual Accounts which have been determined on an accruals basis. In contrast to the information detailed here, the remuneration of directors in the annual accounts includes: (i) contributions to the long-term savings system (although such contributions are not consolidated); (ii) remuneration received for membership of Boards representing the Company outside the consolidated group (€26,000); and variable remuneration accrued in the year regardless of its deferral.

The system provided for in the By-laws establishes that the remuneration of CaixaBank directorships should consist of a fixed annual amount to be determined by the Annual General Meeting, which remains in force until the Annual General Meeting agrees to modify it. In this regard, the remuneration of the members of the Board, in their capacity as such, consists solely of fixed components.

Non-executive Directors (those that do not perform executive functions) have a purely organic relationship with CaixaBank and, consequently, they do not hold contracts with the Bank to perform their duties, nor are they entitled to any form of payment should they be dismissed from their position as Director.

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

In relation to members of the Board with executive duties, the By-laws recognise remuneration for their executive functions, in addition to the directorship itself.

Therefore, the remuneration components of these functions are structured in due consideration of the economic context 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 tied to the achievement of previously-established annual and long-term targets and prudent risk management.

  • Pension scheme and other social benefits.

The nature of the components accrued in 2023 by the Executive Directors is described below:

Fixed component

Fixed remuneration for Executive Directors is largely based on the level of responsibility and the professional career of each Director, combined with a market approach taking account of salary surveys and specific ad hoc studies. The salary surveys and specific ad hoc studies used by CaixaBank are performed by top-tier companies, with the comparable sample being that of entities in the European financial sector and IBEX 35 companies comparable to CaixaBank.

Variable component

Variable remuneration scheme with multi-year metrics

Executive Directors have a recognised risk-adjusted variable remuneration scheme based on performance measurement that is awarded annually based on annual metrics with a long-term adjustment through the establishment of multiyear metrics.

This scheme is based solely on meeting corporate challenges. Annual factors, with quantitative (financial) and qualitative (non-financial) criteria, and multi-annual factors adjusting the payment of the deferred portion subject to multi-annual factors as a reduction mechanism are used to measure performance and assess results.

In line with the objective of a reasonable and prudent balance between fixed and variable remuneration components, the amounts of fixed remuneration of executive directors are sufficient and the percentage of variable remuneration with multi-year metrics over annual fixed remuneration, taking into account that it groups together both short and long-term variable remuneration, does not exceed 100%.

In line with our responsible management model, 30% of the annual and long-term variable remuneration granted to the Chairman and CEO is linked to ESG factors, such as Quality, Conduct and Compliance challenges and the mobilisation of sustainable finance. Likewise, in the adjustment with multi-year metrics of this variable compensation, 25% is linked to the challenge of Mobilising long-term sustainable finances. These factors are also included in the determination and adjustment of the variable compensation of the members of the Management Committee and the rest of the Identified Staff. As of 2024, these ESG factors have been included in the determination of the variable remuneration of the entire CaixaBank workforce.

> ANNUAL FACTOR METRICS

The corporate challenges, with a weighting of 100%, are set annually by the Board on the recommendation of the Remuneration Committee, subject to a degree of achievement [80%-120%], which is determined on the basis of the following concepts aligned with the strategic objectives:

Target Item RW Strategic Line
ROTE (Return on Tangible
Equity)
20% Business growth, developing the
best value proposition for our
clients
CER (Core Efficiency Ratio) 20% Business growth, developing the
best value proposition for our
clients
Variation in problematic assets 10% Business growth, developing the
best value proposition for our
clients
RAF (Risk Appetite Framework) 20% Business growth, developing the
best value proposition for our
clients
Quality 10% Operate in an efficient customer
service model, adapted as much
as possible to customer
preferences.
Compliance 10% Operate in an efficient customer
service model, adapted as much
as possible to customer
preferences.
Sustainability (mobilisation of
sustainable finance)
10% Sustainability - leaders in Europe

> MULTI-YEAR FACTOR METRICS

The aforementioned multi-year metrics will have associated compliance scales so that if the targets established for each are not met within the three-year measurement period, the deferred portion of the variable remuneration pending payment can be reduced but never increased.

Target Item RW Strategic Line
CET1 25% Business growth, developing the best value
proposition for our clients
TSR (EUROSTOXX Banks Index
Average - Gross Return)
25% Business growth, developing the best value
proposition for our clients
Multi-year ROTE 25% Business growth, developing the best value
proposition for our clients
Sustainability (mobilisation of
sustainable finance)
25% Sustainability - leaders in Europe

Contributions to long -term savings schemes

Furthermore, the Chairman and CEO have agreed in their contracts to make pre fixed contributions to 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 in accordance with the same principles established for variable remuneration in the form of a bonus, based exclusively on annual measurement parameters, and is contributed to a Discretionary Pension Benefit Policy.

14,081

→ Total remuneration of senior management (Former executive directors) in 20231 (thousands of €) (C.1.14)

1This amount includes the fixed remuneration, remuneration in kind, social security insurance premiums and discretionary pension benefits, along with other long -term benefits assigned to members of the Senior Management. This amount does not include the remuneration received for representing the Company on the boards of listed and other companies, both within and outside the consolidated group (1,299 thousand euros). With regard to any agreements made between the company and its directors, executives or employees on severance or golden parachute clauses, see the following table (C.1.39):

C.1.39

Recipient number: 33

Type of beneficiary: Chairman, CEO and 2 members of the Management Committee, 3 Executives // 26 Middle Managers

Description of the agreement:

Chairman and CEO: One year of the fixed components of his remuneration.

Members of the Management Committee: 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 members of the committee for whom the indemnity to which they are legally entitled is still less than one year of their salary. Further, the Chairman, CEO and members of the Management Committee are entitled to one annual payment of their fixed remuneration, paid in monthly instalments, as consideration for their non -compete undertaking. This payment would be discontinued were this covenant to be breached. Executives and middle managers: 29 Executives and middle managers between 0.1 and 2 annual payments of fixed remuneration above that provided by law. Executives and middle managers of Group companies are included in the calculation. These clauses are approved by the Board of Directors and are not notified to the General Shareholders' Meeting.

Sustainability governance

The oversight of climate change related risks and opportunities by the Board of Directors and senior management is supported by the existing governance and management structure.

Sustainability governance in general is one of CaixaBank's priorities. The integration of ESG factors in CaixaBank's activity requires defining and/or reviewing policies, procedures and roles to ensure that these key factors are taken into account in decision-making. In this regard, in recent years the Group has been working on:

  • Definition and updating of ESG policies

  • Establishment of criteria, roles and responsibilities

  • Integration into the Bank's systems and procedures

  • Measurement of performance and accountability

For this reason, the Board of Directors is responsible for the approval of the strategy and the Principles of Sustainability, as well as for monitoring their correct implementation.

A sustainability governance system based on the structure of the current governing bodies has been established with the aim of achieving a solidly sustainable government. These bodies have been provided new responsibilities on the matter, and by complementing them with the existing management bodies (Management Committee and Global Risk Committee) and creating new internal committees specialising on the matter, such as the Sustainability Committee and other Steering Committees whose objective is to drive specific lines of work, such as the Net Zero Banking Alliance (NZBA) Project or the Earth Project (inclusion of ESG risks in the credit cycle).

In addition, this governance system will enable CaixaBank to meet its objective of implementing a coherent, efficient and adaptable ESG risk management governance model that oversees the achievement of the CaixaBank Group's objectives, in line with the ECB's expectations and best market practices.

The governance model is the same for managing climate change

The structure of the sustainability governance model is described in the following chart:

Governing bodies

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 purview of the Annual General Meeting (AGM). It approves and oversees the strategic and management directives established in the interest of all Group companies and it ensures regulatory compliance, the implementation of good practices in the performance of its activity and the adherence to the additional principles of social responsibility that it has voluntarily assumed. Its duties include approving and overseeing the sustainability and climate change management and strategy.

For further information on the composition and responsibilities of the Board of Directors "Corporate Government - Board of Directors".

The Board of Directors considers it essential to drive sustainability in the Group's businesses and activities. For this reason, it has always been closely involved in sustainability and climate change issues.

In relation to the strategy, the Board led, reviewed and approved in December 2021 the Sustainable Banking Plan 2022-2024. The Sustainable Banking Plan is part of the Bank's Strategic Plan and the third strategic line, reflecting CaixaBank's aspiration to consolidate its position as a benchmark in sustainability.

Responsibilities within the scope of ESG

  • Approval and supervision of the sustainability strategy, highlighting the approval of specific policies, principles, statements and frameworks that include sustainability and climate change factors.

  • Sustainability management monitoring.

Approvals and key discussions in the ESG field during 2023

The main resolutions and topics treated by the Board of Directors regarding sustainability policies, principles and statements are detailed below: :

1st quarter

  • Approval of the CaixaBank Group's Statement of Non-financial Information, which is contained in the Group's Management Report of 2022.

  • Approval of the document "Sustainability, Socioeconomic impact and Contribution to the United Nations SDGs 2022".

2nd quarter

  • Approval of the CaixaBank's Code of Conduct and Anti-corruption Policy.

  • Approval of the Statement of Main Adverse Impacts Sustainability of investment decisions on sustainability factors of CaixaBank in relation to the discretionary management of portfolios.

3rd quarter

  • The Board was informed of the status of the decarbonisation targets and 2022-2024 Sustainable Banking Plan

  • The Board was informed of the relevant content of Pillar III in the second quarter.

4th quarter

  • Approval of the Statement related to the advisory services and to the terms established in the Delegated Regulation.

  • Approval of CaixaBank's Climate Report.

  • The Board was informed of the evolution of the current metrics in the area of decarbonisation, in compliance with the decarbonisation commitments assumed as a Company adhered to the Net Zero Banking Alliance (NZBA) since April 2021.

  • Approval of the Green Bonds Report and the Social Bonds Report.

  • The Board was informed of the results of the Double-materiality Analysis for 2023.

In 2024, up to the publication of this report, the Board discussed the following topics:

Approval of the Declaration on Nature

ESG training for the Board

On a recurring basis over the past three years, the Board has received training sessions in the area of sustainability. In 2023 an update session was held in this area.

CaixaBank has directors with knowledge about sustainability, as specified in the competency matrix of the Corporate Governance section.

Committees of the Board

As mentioned in section Corporate Governance - Committees of the Board, within the scope of its powers of self-organisation, the Board has a number of specialised committees, with supervisory and advisory powers, as well as an Executive Committee. These committees also carry out specific functions in the supervision of ESG risks and opportunities. For further information on the composition and responsibilities of the various Committees.

See section Corporate Governance - Board Committees.

Appointments and Sustainability Committee

Responsibilities within the scope of ESG:

  • Oversees the Company's activity in relation to sustainability, as well as the compliance with the Company's rules and policies in environmental and social matters, regularly evaluating and reviewing them, with the aim of confirming that it is fulfilling its mission to promote the corporate interest and catering, where appropriate, to the legitimate interests of remaining stakeholders, as well as submitting the proposals it considers appropriate on this matter to the Board and, particularly, submitting the sustainability/corporate responsibility policy for approval. In addition, the Committee ensures the Company's environmental and social practices are in accordance with the established strategy and policy.

  • It is responsible for submitting the Sustainability Action Principles to the Board for approval.

  • It reports, prior to its submission to the Board of Directors, on the reports made public by the Company on matters relating to sustainability, including the review of non-financial information contained in the Annual Management Report, ensuring the integrity of their content and compliance with applicable regulations and international benchmark standards.

Approvals and key discussions in the ESG field during 2023

The topics treated by the Appointments and Sustainability Committee are detailed below:

  • Review of non-financial information included in the 2022 Consolidated Management Report.

  • Review of Sustainability policies and monitoring of the Sustainable Banking Plan

  • Compliance with the publication of the Green Bonds Report.

  • Review of the content in the report "Sustainability, Socio-economic impact and Contribution to the United Nations SDGs 2022".

  • The Committee was informed of the progress of the 2022-2024 Sustainable Banking Plan in different sessions.

  • Review of the "Statement of Main Adverse Impacts Sustainability of investment decisions" and Statement of advisory services.

  • The Committee was informed about the status of the Sustainability Data Model project.

  • The decarbonisation commitments taken on with the adherence to the NZBA were monitored in different sessions.

  • The Committee was informed of all the interactions with the ECB, as part of the thematic review of the climate and environmental risks.

  • The climate report was reviewed.

  • The Committee was informed of the results of the ESG solicited rating by Fitch.

  • Review of the conclusions of the 2023 Doublemateriality analysis.

In 2024, up to the publication of this report, the Committee discussed the following topics:

Review of the Declaration on Nature

Risk Committee

Responsibilities within the scope of ESG

Responsible for proposing the Group's risk policy to the Board, including ESG risks and climate risks.

Approvals and key discussions in the ESG field during 2023

The topics treated by the Risk Committee are detailed below:

Audit and Control Committee

Responsibilities within the scope of ESG:

Oversees the process of preparing and submitting the Bank's financial and non-financial regulations, and, where applicable, those of the Group, which includes information related to sustainability, among others, climate information.

Approvals and key discussions in the ESG field during 2023

The topics treated by the Audit and Control Committee are detailed below:

  • Review of non-financial information included in the 2022 Consolidated Management Report.

  • Review of the "Statement of Main Adverse Impacts Sustainability of investment decisions" and Statement of advisory services.

Remuneration Committee

Responsibilities within the scope of ESG

Setting the variable remuneration linked to ESG factors.

Approvals and key discussions in the ESG field during 2023

Management Bodies

The Group incorporates sustainability in its day-today operations, both in terms of customer relations and internal processes. In this regard, the governing bodies are responsible for defining, executing and developing the strategy adopted by the Board of Directors and Delegated Committees. The strategy incorporates sustainability and climate change as one of its priorities. Comprehensive in nature, it is the responsibility of all the Group's areas to incorporate it into their functions.

CaixaBank has integrated sustainability monitoring and management into its existing management structure. It has also established the same internal control framework for non-financial information. This control framework is based on the three lines of defence model that provides a reasonable degree of assurance that the Group will achieve its objectives. For more information on the three lines of defence model, see Note 3 of the Consolidated Financial Statements of the CaixaBank Group corresponding to 2023.

However, with the aim of promoting sustainability, CaixaBank has the Sustainability Management Directorate, which reports directly to the CEO. Within the Directorate, the Climate Risk Section was created in January 2022 to strengthen climate risk management. CaixaBank also monitors the management of Sustainability in the Sustainability Committee, which reports to the Management Committee.

Management Committee

The Management Committee is the highest management body responsible for approving the main lines of action in the field of sustainability.

See responsibilities and composition in "Corporate Governance - Senior Management

Approvals and key discussions in the ESG field during 2023

Below are the most noteworthy ESG reports approved by the Management Committee in 2023:

  • Reports on the impact of green bond issues.

  • The decarbonisation targets related to the NZBA adherence

  • The calculation of the emissions financed for the 2021 and 2022 financial years.

  • EBA templates ST Fit-for-55.

  • The CaixaBank Group's Statement of Nonfinancial Information, which is contained in the Group's Management Report of 2022.

  • The Statement of Main Adverse Impacts Sustainability of investment decisions on sustainability factors of CaixaBank in relation to the discretionary management of portfolios

  • The 2023 Materiality Analysis.

In addition, various topics have been raised for information purposes and for discussion within the Committee, such as: the EBA's practical assessments of climate risk disclosure, the ECB's review, climate risk reporting practices, and the climate risk disclosure schedule, among others.

Sustainability Committee

It reports to the Management Committee and is responsible for approving CaixaBank's strategy and practices and overseeing them, as well as propose and presenting (for their approval by the corresponding Governing Bodies) general policies for managing corporate responsibility and reputation. Its mission is to help CaixaBank to be recognised as a benchmark in sustainability, strengthening the Bank's position through its sustainable banking model.

The Sustainability Committee meets on a monthly basis, is chaired by the Sustainability Director and is made up by directors from different areas in the Group. The main responsibilities are:

  • Overseeing the Bank's Sustainable Banking Plan and assessing its degree of compliance, as well as reviewing and proposing the sustainability strategy and associated objectives.

  • Monitoring projects and initiatives for the deployment of the Sustainable Banking Plan.

  • It promotes the integration of sustainability criteria in the management of the Company's business and other scopes.

  • It understands and analyses regulatory requirements, trends and practical improvements in the sector in terms of sustainability.

  • Reviewing and approving the information to be disclosed to the market regarding sustainability, submitting it, where appropriate, to the governance bodies prior to publication or disclosure.

  • Reporting to the Management Committee on the resolutions of the Sustainability Committee,

progress on the implementation of the Sustainable Banking Plan, policy proposals for sustainability management, as well as statements and standards.

  • It reports issues relating to sustainability risk management policies to the Global Risk Committee, reporting and monitoring assigned RAF metrics and regularly reporting on Sustainability risks.

  • Reviewing and approving the annual action plan with sustainability analysts. Assessment report for submission to the Management Committee regarding dispute management in accordance with CaixaBank's procedure for serious ESG disputes approved by the Sustainability Committee itself.

  • Promoting training and engagement in sustainability within and outside the organisation.

  • Decide on risk matters in accordance with the powers defined in the Corporate Sustainability/ ESG Risk Management Policy.

  • Promoting and ensuring that the implementation of commitments arising from adherence to, voluntary sustainability principles is adequate.

Approvals and key discussions in the ESG field during 2023

12 committees held in 2023

(11 ordinary and 1 extraordinary)

131 topics presented

(of which 39 are executive)

Below are the most noteworthy topics that have been presented within the scope of ESG (executive) in 2023:

  • Approval of the proposal relating to Sustainability Business Principles and Climate Change Statement.

  • Approval of the proposal Declaration on Nature.

  • Approval of the proposal relating to the ESG controversies management circuit.

  • Approval of the Sustainable Finance Identification Guide, Governance Procedure and SLL Regulations.

  • Approval of the Plan for involvement with emitters.

  • Approval of the Statement of Main Adverse Impacts Sustainability of investment decisions on sustainability factors of CaixaBank in relation to the discretionary management of portfolios.

  • Approval of ESG Onboarding Procedure.

  • Approval of the emission offset projects.

  • Approval of the decarbonisation targets.

Global Risk Committee

It reports to the Risk Committee and is responsible for the overall management, control and monitoring, among others, of ESG Risks, as well as for the implications for liquidity and solvency management and economic capital.

In particular, the Global Risk Committee must ensure that the exposures identified as relevant in ESG risks are identified, measured, managed, mitigated and reported appropriately, as well as any aspect of the Group's operation that can significantly influence the profile of ESG risks and the compliance with the established appetite levels.

Below are some of the topics that have been presented within the scope of ESG in 2023:

  • Earth Project: measurement of physical and transition risks

  • NZBA decarbonisation targets

  • Monitoring of climate risk

Sustainability Department

The following are among the Sustainability Directorate's responsibilities:

  • It coordinates the definition, updating and monitoring of the Group's sustainability strategy, as well as updating the CaixaBank Sustainability Action Principles, which will be applicable to all employees, executives and members of the governing bodies to guarantee the transparency, independence and good governance of the Entity in order to safeguard the interests of people and the territory.

  • It defines the principles of action in relation to managing ESG risks, as well as advising on their application criteria, validating these and transferring them to the corresponding analysis tools.

  • Assess and analyse the Entity's involvement in climate and sustainability partnerships.

The organisational structure of the Sustainability Management is detailed below:

Sustainability Department
Sustainability
Strategy and
Monitoring
Sustainability
Risks
Coordination of
Sustainable
Products and
Business
ESG
communication
Climate Risk

> FRAMEWORK OF POLICIES, PRINCIPLES AND STATEMENTS IN THE FIELD OF SUSTAINABILITY

Last update Published on corporate
website
Principles of action in the area of sustainability March 2022 Yes
Human Rights Principles January 2022 Yes
Declaration on Climate Change January 2022 Yes
Declaration on Nature February 2024 Yes
Principles of action in Corporate policy on sustainability/ESG risk management March 2022 Yes
Engagement policy within the scope of discretionary portfolio management May 2022 Yes
Corporate framework for the integration of ESG Risks in the asset management and investment services. June 2022 Yes

These policies are aligned with the provisions of CaixaBank's Code of Ethics, which guides the actions of the people comprising the Bank. In addition, they are complemented and developed together with other policies and principles of areas related to sustainability, such as conduct and compliance, health and safety, information and data quality or procurement and suppliers, among others.

Ethical and responsible behaviour

Conduct and compliance

Compliance Function

The Compliance Function is a corporate function integrated into the second line of defence that has been entrusted by the Board of Directors with the function of supervising and managing the Conduct and Compliance and Legal and Regulatory risks identified in the corporate risk catalogue (see "Risk Management"). Conduct and Compliance risk includes supervising the risk arising from the regulations related to integrity, among others.

The Compliance function is part of the Compliance and Control area, which is integrated in the global risk management model at the corporate level and the Internal Control and Governance policies of CaixaBank, and it carries out the functions of the second line of defence for an effective supervision of the Conduct and Compliance risk.

The Function acts independently from the business departments, ensuring the existence of management and control policies of the risks with its scope, monitoring their application, assessing the control environment and reporting the material risks.

In order to reinforce its independence in the performance of its duties, the function regularly reports to the Board of Directors through the Global Risk Committee, as well as to the supervisory bodies (Bank of Spain, ECB, SEPBLAC (Executive Service of the Commission for the Prevention of Money Laundering and Monetary Offences), Treasury, CNMV and other bodies).

The function of CaixaBank, S.A. is corporate in nature and cross-cutting for all Group companies in which the Conduct and Compliance risks a nd the Legal and Regulatory risks are significant. The function includes a coordination model at the Group level, which supervises the various compliance functions of the Group companies, which are functionally dependent on the function of CaixaBank, S.A. For entities that do not have their own teams, the function is centralised at the parent company. This model guarantees the coordinated implementation of the Compliance programme at Group level, which includes the following: Policies, Activity Planning, Risk Assessment, and Detection and Remedy of potential weaknesses, among others.

Aimed at the appropriate performance of its duties, the Function is configured in such a way and has internal organisational systems in place in accordance with the internal governance principles established by the national and European guidelines in this area.

Compliance – A mature model

CaixaBank has a series of regulatory compliance certifications that prove that CaixaBank Group's compliance model complies with the highest national and international standards.

These certifications are valid for 3 years, although annual monitoring audits must be carried out during the period. The three certifications' review cycles were carried out in 2023:

UNE 19601 Certification – Criminal Compliance Management System

The UNE 19601 standard is the national standard for Criminal Compliance issued by the Spanish Association for Standardisation (UNE). It establishes the structure and methodology necessary to implement organisational and management models for crime prevention.

In 2020, CaixaBank obtained this certification, in recognition of its commitment, in accordance with best practice, to promote a responsible culture aimed at preventing crime within the organisation.

Monitoring audits were carried out in 2021 and 2022. After completing the audit cycle, in May 2023 CaixaBank conducted another audit process for the UNE 19601 standard to renew the certification for a period of three years. This audit was carried out satisfactorily without detecting any nonconformities.

ISO 37001 - Anti-Bribery Management Systems

In February 2021, CaixaBank obtained the ISO 37001 Certification - Anti-bribery Management Systems, an international standard (ISO) that specifies the requirements and provides guidelines for establishing, implementing, maintaining, reviewing and improving an anti-bribery management system.

In 2022, CaixaBank completed the AENOR the annual monitoring audit, confirming that the management systems are being implemented properly with regard to the specific requirements of the standard.

In May 2023, CaixaBank brought forward the certification audit by AENOR and renewed the ISO 37001 certification. This audit was completed satisfactorily and with no non-conformities.

ISO 37301 Certification - Compliance Management Systems

In July 2021, CaixaBank obtained the ISO 37301 Certification - Compliance Management Systems, an international standard that specifies the requirements and provides guidelines for compliance management systems and recommended practices. Subsequently, between June and July 2022, AENOR carried out the annual monitoring audit.

In May 2023, CaixaBank renewed the ISO 37301 certification process with no non-conformities, confirming that CaixaBank's Compliance Management System complies with the standard's requirements and the other criteria of the audit. CaixaBank has an effectively implemented compliance management system with a high degree of maturity.

Conduct and compliance policies Below are the CaixaBank Group's main policies on conduct and compliance, which mainly include policies on ethics and integrity approved by the Board of Directors:

Policy Target Last
update
Published on the
corporate
Code of Ethics Basis that guides the actions of the people who make up the Entity. By means of
the Code of Ethics, the Group aligns itself with the highest national and
international standards and takes an active stance against any type of unethical
practices and any practices that are contrary to the general principles of action
set out in its text
May 2023 website
Yes
Corporate Policy of the Internal IT System
NEW
Sets out the regulatory, operational and management framework of the
CaixaBank Group's internal reporting system, the main channel for which is the
Whistle-blowing Channel.
June 2023 Yes
Corporate Policy on Criminal Compliance Ensure that a robust control environment is in place to help prevent and avoid
the commission of offences for conduct for which the legal person is criminally
liable. This Policy establishes a general framework that guides the CaixaBank
Group Crime Prevention Model.
September
2023
Yes1
Corporate Policy on Regulatory Compliance It develops the nature of the Regulatory Compliance Function as the component
responsible for promoting ethical business principles, reaffirming a corporate
culture of respect for the law and ensuring compliance with the law by regularly
verifying and assessing the effectiveness of the control environment.
June 2023 Yes1
Corporate Anti-corruption Policy Establish a framework for action and rejection of any conduct that may be
directly or indirectly related to corruption, in particular, and to the basic
principles of action, in general.
May 2023 Yes1
General Corporate Policy on Conflicts of
Interest of the CaixaBank Group
It provides a global and harmonised
framework of general principles and
procedures of action to be taken to manage any real or potential conflicts of
interest arising in the course of their respective activities and services.
February 2022 Yes1
Corporate Policy for the Prevention of Money
Laundering and the Financing of Terrorism
(AML/CFT) and managing sanctions and
international countermeasures within the
CaixaBank Group
To actively promote the implementation of the highest international standards
in this area, in all jurisdictions where the CaixaBank Group operates.
September
2022
Yes
Internal Code of Conduct in the Securities
Market (ICC)
To foster transparency in markets and maintain the legitimate interests of
investors at all times
in accordance with Regulation 596/2014 of the European
Parliament and the Securities Market Law.
May 2023 Yes
General Principles of the Corporate Privacy
and Personal Data Policy
Establish a general framework to manage privacy and personal data protection
of personal data and the ethical use of data and artificial intelligence
components, ensuring that stakeholders comply with the duties of supervision
and control of their activity in relation thereto.
March 2022 Yes

1 Some Principles, extracted from the Policy, are published.

CaixaBank's Code of Ethics

The fundamental values on which CaixaBank's Code of Ethics is based are as follows:

Quality

Will to serve customers, providing them with excellent service and offering them the products and services that most suit their needs.

Trust

The combination of integrity and professionalism. We nurture it with empathy, communication, a close relationship and being accessible.

Social engagement

Commitment to not only adding value for customers, shareholders and employees, but also contributing to developing a fairer society with greater equal opportunities. It is our heritage, our founding essence, that distinguishes us, unites us and makes us unique.

In addition, CaixaBank's Code of Ethics includes the following action principles:

Compliance with current laws and standards

Everyone at CaixaBank must comply with prevailing laws, rules and regulations at all times.

Respect

We respect people, their dignity and fundamental values. We respect the cultures of the regions and countries where CaixaBank operates. We respect the environment.

Integrity

By having integrity, we generate trust, a fundamental value for CaixaBank.

Transparency

We are transparent, publishing our main policies and relevant information about our activities on our corporate website.

Excellence and professionalism

We work rigorously and effectively. Excellence constitutes one of CaixaBank's fundamental values. For this reason, we place our customers' and shareholders' satisfaction at the centre of our professional activity.

Confidentiality

We uphold the confidentiality of the information that our shareholders and customers entrust in us.

Social responsibility

We are engaged with society and the environment and we take these objectives into account in our operations.

View on corporate website

Corporate Policy of the Internal IT System

The Corporate Policy of the Internal IT System sets out the regulatory, operational and management framework of the CaixaBank Group's internal reporting system, the main channel for which is the Whistle-blowing Channel. It is complemented with the Reporting Management Procedure, which establishes the necessary provisions to ensure that the internal information system and the existing internal channels comply with the requirements set out in Law 2/2023 regulating the protection of persons who report regulatory infringements and the fight against corruption.

The following are the general principles of the Internal Information System:

  • Commitment of the Governing Bodies: CaixaBank's Board of Directors is responsible for implementing the Internal Information System.

  • Independence and Autonomy: the Group Compliance Officer, head of the Group's compliance function, assumes the role of System Manager.

Integration of Channels: The Internal Information System integrates the various internal information channels of the CaixaBank Group companies, the main channel being the Whistleblower Channel.

  • External information channel: at any time, any data subject may contact the independent authority for the protection of informants or the competent regional body.

  • > Good faith: communications submitted must always be made in good faith, failing which appropriate legal or disciplinary action may be taken.

The main actions carried out in the Internal Information System are described, as well as the functioning of the Whistle-Blowing Channel in the section "Internal Information System"

Link to the Corporate Policy of the Internal IT System

https://www.caixabank.com/deployedfiles/caixabank/Estaticos/PDFs/Informacion_accionistas_inversores/PrincipiosGeneralesdel aPoliticaCorporativaPBCySanciones1_ES.pdf

Corporate Policy for Criminal Compliance

The Corporate Criminal Compliance Policy is the reference framework for the CaixaBank Group's crime prevention and management programme.

This programme, which aims to reinforce the organisation, management and control model, covers the entire management cycle (prevention, detection, reaction, reporting and monitoring) and is aligned with the highest national and international standards on criminal liability (UNE/ISO Standards on Criminal Compliance Management Systems and Anti-Bribery Management Systems). The main elements of the Model are as follows:

  • 1. A body with autonomous faculties, holding initiative and control, to supervise the operation and compliance with the implemented prevention model. In CaixaBank and the companies within its Group, these duties are held by the Corporate Crime Management Committee;
  • 2. The naming of all activities that could lead to the perpetration of criminal offences that should and must be prevented;
  • 3. Implementation of organisational measures and procedures to steer the process of forming opinions, making decisions and acting on those decisions with the aim of preventing crimes;
  • 4. Action guidelines in the event of a possible conflict of interest;
  • 5. Appropriate resources to stop crimes that should be prevented from being committed;
  • 6. The obligation to report possible risks and non-compliances to the body responsible for monitoring the proper functioning and observation of the prevention model;
  • 7. The existence of Whistle-blowing channels to detect and report possible criminal acts;
  • 8. The existence of a disciplinary system that operates in response to internal noncompliances in accordance with internal regulations and applicable law as set forth in the Collective Bargaining Agreement and the Workers' Statute;
  • 9. Periodic verification of the model and its modification where appropriate or where changes occur in the organization, control structure or activity undertaken.

Link to the Corporate Policy on Criminal Compliance

Corporate Policy on Regulatory Compliance

The Corporate Regulatory Compliance Policy aims to define the Regulatory Compliance function, which is expressed through the following objectives:

  • Supervising the Conduct and Compliance and the Legal and Regulatory risks derived from the processes and activities carried out by the Bank.

  • Fostering, championing and promoting the corporate values and the principles enshrined in the Code of Ethics that guide the Bank's actions.

  • Promoting a culture of control and compliance with the laws and regulations in force (both external and internal) that allows and favours their integration into the management of the entire organisation.

Link to the Corporate Policy on Regulatory Compliance

Corporate Anti-corruption Policy

Through the Corporate Anti-Corruption Policy that complements the Code of Ethics, an integral part of the CaixaBank Group Crime Prevention Model, CaixaBank underlines the total rejection of any conduct that may be directly or indirectly related to corruption. It works under the basic principle of compliance with the laws and regulations in force at any given time, and it bases its action on the highest standards of responsibility. As a signatory to the UN global Compact, CaixaBank undertakes to fulfil the 10 Principles, and in particular to fight against corruption in all its forms, such as extortion and bribery (Principle No. 10).

The Policy serves as an essential tool to prevent both the Company, the Group companies and its external partners, directly or through third-parties, from engaging in conduct that may be contrary to the law or to CaixaBank's basic principles of action set out in its Code of Ethics.

This Policy is publicly available, and its version of Principles is published on the CaixaBank corporate website and on the Bank's intranet. In addition, specific training is provided to employees, and awareness-raising news is published when the Policy is updated. Training is also provided to agents and Temporary Employment Agencies in relation to the corporate anti-corruption policy and the criminal prevention policy of the legal entity.

Furthermore, the Policy details the types of conduct, practices and activities that are prohibited and restricted, in order to avoid situations that could constitute extortion, bribery, facilitation payments or influence peddling. The Policy establishes the standards of conduct to be followed in relation to:

Presents

Prohibition on accepting gifts of any amount if the purpose is to influence the employee, if they come from authorities or public officials, if they are given in cash or equivalent means, or if they come from persons or companies involved in supplier bidding processes at any of the CaixaBank Group companies, provided that the recipient participates in such processes or can influence them. If none of the above premises are met, a number of criteria, among others, must be fulfilled: gifts with a market value of over 150 euros may not be accepted; they must be voluntary and received in the work place.

Institutional gifts

Defined as those received in an institutional or protocol context that preclude their rejection. In case of acceptance, the criteria set out in the previous point must be met. If, on the other hand, they are not met, they will be accepted institutionally, but rejected in a personal capacity.

On the other hand, in relation to the giving of gifts, they may only be offered if they are worth an amount less than €150 or are included in the Christmas catalogue approved annually on an institutional basis. The giving of gifts to public civil servants and authorities is prohibited.

Travel and hospitality expenses

These expenses must be reasonable and related to the Entity's activity, always at the expense of CaixaBank and paid directly to the service provider. They will always be understood as being offered on an institutional basis.

Relationships with political parties and officials

It is prohibited to make donations to political parties and their associated foundations or institutions. Full or partial debt waivers to political parties may not be carried out. CaixaBank will not contract direct lobbying or interest representation services to position itself with authorities, but rather it will share its opinions through various associations to try to come to an understanding on the industry's position.

Sponsorships

Sponsorship activities include agreements with third parties that enable CaixaBank or its subsidiaries to carry out communication, advertising, institutional, public relations and commercial activities, linking the CaixaBank Group's brands with the sponsored third party's brand.

The sponsorship agreement will regulate all collaboration initiatives and activities between the sponsored third party and CaixaBank, including hospitality, invitations, tickets or access to spaces that the sponsored third party makes available to CaixaBank so it can manage its relationship with its stakeholders. Any consideration granted/received beyond that set forth in the sponsorship agreement must be considered a Gift and therefore will be subject to compliance with the regulations established for these in this Policy.

Donations

CaixaBank collaborates via "La Caixa" Banking Foundation and on its behalf to introduce its social welfare activity to CaixaBank's entire area of activity. Consequently, donations to foundations and other non-government institutions must be justified by the activities of the "La Caixa" Group Welfare Projects and be in accordance with action guidelines set out for its charitable activities and pertinent procedures be established to that effect. These procedures will include controls to prevent donations and contributions to foundations and other nongovernmental institutions from being used as a subterfuge to carry out practices contrary to this Policy and the Code of Ethics.

Suppliers

CaixaBank shall require their suppliers to take the appropriate measures to ensure fair conduct and competition on the market, having to establish mechanisms to fight against all forms of corruption. As stated in the CaixaBank Supplier Code of Conduct, suppliers shall not accept nor offer gifts, benefits, favours or provisions free of charge that are intended to improperly influence their business, professional or administrative relationships.

Link to the Corporate Anti-corruption Policy

Corporate Policy for the Prevention of Money Laundering and the Financing of Terrorism (AML/CFT) and managing sanctions and international countermeasures within the CaixaBank Group

CaixaBank is firmly committed to preventing money laundering and the financing of terrorism. It is considered fundamental to establish the necessary measures and to revise them regularly in order to ensure, as far as possible, that CaixaBank products and services are not used for any illegal activity. In this regard, it is key to actively collaborate with the competent supervisors, regulators and authorities and report any suspicious activity that is detected. To do this, CaixaBank has a risk management model for money laundering and terrorist financing that it implements in its activities, businesses and relationships, both nationally and internationally, to prevent this risk to which it is subject. Spanish law requires an annual review by an independent external expert of the organisation's anti-money laundering measures. No significant deficiencies were identified in the review carried out in 2023.

Link to the Corporate Policy for the Prevention of Money Laundering and the Financing of Terrorism (AML/CFT) and managing Sanctions and International Countermeasures within the CaixaBank Group

Internal Code of Conduct in the Securities Market (ICC)

With the aim of promoting transparency in markets and preserving the legitimate interest of investors at all times. CaixaBank has the duty and the intention of conducting their activities with the maximum diligence and transparency, reducing conflict of interest risks to a minimum and ensuring, in sum, suitable and timely information to investors, all in the benefit of market integrity. This is why CaixaBank has in place an Internal Code of Conduct in the Securities Market aims to adapt the actions of the Group and its boards of directors and management, employees and agents to the standards of conduct on market abuse which are applicable to it in the carrying out of activities related to the securities market.

The ICC is as an indispensable measure for managing and complying with rules of conduct in the securities market, with the aim of avoiding and detecting situations that may lead to practices that are contrary to the regulation established for this purpose by means of the following obligations:

Personal transactions persons subject to the ICC

Obligation to carry out personal transactions through CaixaBank and communicate personal transactions, and the prohibition of carrying out speculative actions and operating in limited time periods in negotiable securities or other financial instruments.

Inside information

Those who have inside information must refrain from acquiring, transmitting or transferring, communicating and recommending such inside information to third parties.

CaixaBank has measures in place to protect inside information by means of separate areas and insider lists.

Market abuse

Obligation to detect and report illicit use of inside information and market manipulation by third parties.

Conflicts of interest in the securities market

Identify the types of conflicts of interest that may arise when providing investment or ancillary services, or a combination of the two, by using the catalogues of potential conflicts of each business segment, establishing the general principles of action in the event of encountering one and registering them.

Treasury shares

The criteria for managing treasury shares is established in terms of volume, price and the carrying out ordinary treasury share transactions if action were required.

Link to the Internal Rules of Conduct for Securities Markets (ICR )

Measures to ensure compliance with policies

Promoting and developing an effective culture of conduct throughout the institution is key to ensuring codes and policies are properly implemented. In order to promote and guarantee the strengthening of this culture, a communication and awareness strategy is upheld throughout the organisation, by means of communication and training actions:

Training

In 2023, the variable remuneration of all CaixaBank employees was linked to attending and passing compulsory training courses on regulatory matters or issues of particular sensitivity with regard to conduct.

Communication

In 2023, in addition to training courses, specific awareness-raising sessions were held in branches and specialised areas. News items, FAQs and circulars were also published on the intranet (PeopleNow).

These actions are reinforced with linking employees' variable remuneration to conductrelated risks:

Corporate challenges include meeting a target indicator based on a number of variables related to conduct (customer due diligence and the correct formalisation in the marketing of products and services, and operations). Employees' variable remuneration is reduced if these targets are not met.

> MAIN TRAINING COURSES ATTENDED BY EMPLOYEES IN THE FIELD OF RESPONSIBLE PRACTICE

Training in 2023
Linked to
remuneration
Total CaixaBank Group
employees who have
passed the course1
Transparency in the
marketing of
insurance products
and pension
schemes
36,490
Prevention of Money
Laundering and the
Financing of
Terrorism
41,291
Climate change,
decarbonisation and
reporting
36,849
Customer
Protection:
Vulnerable groups
36,532
Ethics and integrity 41,307

165 communication

and communications activities.

41,433 employees

with bonus linked to training.

1Training carried out at CaixaBank, S.A., which has been extended to other Group companies according to prioritisation based on the risk of the different companies. In addition, in 2023, specific training was provided to members of the Management Committee and the Board of Directors of CaixaBank, S.A. on criminal compliance, prevention of money laundering and the financing of terrorism (PBCFT) and ethics and integrity.

This training included a specific module on conflicts of interest, internal information system, criminal responsibility of the legal entity and prevention of corruption in CaixaBank. The course highlights that CaixaBank rejects any conduct that may be directly or indirectly related to corruption, such as bribery, influence peddling or facilitation payments.

40

Training sessions for the Management Committee in 2023

13

Training sessions for the Board of Directors in 2023

Internal Information System

In 2023, the new regulations on the protection of whistleblowers, articulated

through Law 2/2023 on the protection of persons who report

regulatory infringements and the fight against corruption, entered into force. This Law includes the legal regime of the Internal Information System, whose main channel is the Whistleblower Channel.

Whistleblowing channel

The CaixaBank Group has a Whistleblower Channel that complies with regulatory requirements and national and international best practices to facilitate the confidential and swift reporting of irregularities that may be detected in the course of professional activity and which may involve breaches.

To comply with aforementioned Law 2/2023, a new policy and governance framework for the Internal Reporting System/Complaints Channel has been formalised through:

  • 1. Approval of the Corporate Policy of the internal information system, the Information Management Procedure.
  • 2. Appointment of the System Manager (Compliance Officer) by the CaixaBank Board of Directors.
  • 3. The creation of a new internal standard published on the corporate intranet.
  • 4. The creation of an information space on CaixaBank's corporate website in accordance with the provisions of Law 2/2023. To this end, a link has been included in the footer of the home page and a space of its own in the Responsible Culture - Ethics and Integrity Policies section (https://www.caixabank.com/es/sostenibilidad/cultura-responsable/canaldenuncias.html). This section also published the aforementioned Policy and Procedure.

And the Whistle-blowing Channel has been adapted to the requirements of Act 2/2023:

  • 5. Incorporation of new groups into the Whistle-blowing Channel. In addition, the groups that already had access (directors, employees, staff of Temporary Employment Agencies (ETT), agents and suppliers), persons working for or under the supervision of suppliers, shareholders, former employees (whose employment relationship has ended) and job applicants have also been granted access. Therefore, as until the date of entry into force of this Law, in the case of complaints made by customers, they will be referred to the customer service channels that CaixaBank has established for this purpose.
  • 6. Update of the categories foreseen in the Whistle-blowing Channel to adapt them to CaixaBank's current situation, including the incorporation of two new categories in the labour area:
  • Workplace and sexual harassment in the professional field Health and safety in the workplace

  • Occupational risk prevention

The main characteristics of the Whistleblower Channel are as follows:

Access to the Whistleblower Channel 24 hours a day, 365 days a year and from any type of device (corporate or personal), through:

accounting nature

0 Tax obligations

harassment

14 Workplace and sexual

0 Health and safety at work / Occupational risk prevention

9 Data protection/confidentiality and ethical use of data

0 Irregularities of a financial and

The corporate platform

https://silkpro.servicenow.com/canal_denuncias. Also accessible through PeopleNow (Sites/Resources/Compliance).

  • Email. NEW

  • Postal mail. NEW

  • The possibility of requesting a face-to-face meeting, at the request of the interested party and through one of the above channels. NEW

  • Papers may be presented in Spanish, Catalan, English and Portuguese.

  • Confidentiality throughout the handling process: prohibition on disclosing any information on the content of the complaints to third parties, whereby only to those persons directly involved in the handling process are aware of the content.

  • Protection measures: prohibition of any act constituting retaliation and taking such measures as may be necessary for the protection of the whistleblower.

  • Anonymity and non-traceability: communications may be registered or anonymous. Firm commitment to respect anonymity when this is the option chosen by the informant, in addition to the prohibition of tracking and tracing.

  • Rights of the affected persons: presumption of innocence and the honour of the persons concerned, as well as the right to be heard.

In order to reinforce the independence, objectivity and respect for the guarantees offered by the Whistle-Blowing Channel, the Complaints management process is partially outsourced to an external expert, which reinforces the objectivity and due treatment of all Complaints, which are resolved using a rigorous, transparent and objective procedure, safeguarding in all cases the confidentiality of the interested parties. On the corporate website, there is a link to the Whistle-blowing channel, and at https://www.caixabank.com/es/sostenibilidad/cultura-responsable/canaldenuncias.html there is a specific section of the Whistle-blowing channel that includes the channel's principles and guarantees, as well as related information (including a partial outsourcing section of the management - point 5), the Corporate Policy of the Internal IT System and the procedure for managing communications.

Type of complaints received (Whistle-blowing channel):

62 complaints.

62

Total complaints

→ 27 in 2022

Reports by type

3 Code of Telematic Conduct

16 Product marketing, transparency and customer protection

0 Competition/Cross-Border Commercial Activity

6 Integrity (Code of Ethics, Anti-Corruption Policy, Conflicts of Interest, Crime Prevention)

0 Prevention of money laundering and financing of terrorism

0 Securities market (Internal Code of Conduct (ICR) and operations suspected of market

14 Other

0 Process for contributing to interest rate benchmarks

In 2023, a total of 62 communications were received from groups with access to the Internal Information System (SII), in relation to the facts and conduct covered by the aforementioned System.

abuse)

Of the 62 communications to be considered in the SII, 28 (45%) have been accepted and 34 (55%) have been rejected as eligibility criteria are not met. There is no communication in the process of pre-analysis by the external expert at year-end 2023.

Of the 28 communications accepted, 26 have been completed and 2 are in progress. Of those completed, 10 have ended with proof of non-compliance, and disciplinary measures have been applied in 9 of them. In the remaining case, no disciplinary measures have been applied as the person subject to the complaint has left voluntarily. In the remaining 16 communications, no non-compliance has been established.

Of the 28 communications admitted, 23 (82%) are from CaixaBank, S.A., with no relevant data from the rest of the Group companies with access to the SII.

161

Queries Channel

The Queries Channel is another means of communication that the CaixaBank Group makes available to the groups defined by CaixaBank and to Group companies for the formulation of specific doubts arising from the application or interpretation of the rules of conduct. For CaixaBank, the groups with access are directors, employees, staff of temporary employment agencies, agents and suppliers.

The main characteristics of the Queries Channel are the following:

  • Accessibility 24 hours a day, 365 days a year, and from any type of device (corporate or personal), through the following access routes:

    • Directors, Employees (includes any type of employment contract and interns), Temporary Staff, Agents and similar:

      • Internet: https://silkpro.service-now.com/canal_consultas

      • Corporate intranet or similar platform for each Group company with access to the Channel. For CaixaBank: Compliance portal in PeopleNow (Sites/Resources/Compliance).

      • Financial Terminal (only for CaixaBank).

    • Suppliers: through the Suppliers' Portal (https://proveedor.caixabank.com), both in the public and private sections, after identifying the supplier:

      • E-mail: [email protected].

      • Post: Av. Diagonal, 621, Z.I. 08028, Barcelona (Att. Compliance Department).

    • Queries can be submitted in Spanish, Catalan, English or Portuguese.

  • Confidentiality throughout the handling process and the express prohibition of disclosing any information on the content of the queries (this information will only be known by the persons who directly handle the query) to third parties.

  • No traceability: establishment of the appropriate IT means to ensure the automatic deletion of accesses to the Consultation Channel.

Confidentiality of the identity of the consultant: the team responsible for the management of consultations will only provide the name of the consultant to those Areas for which this information is essential to carry out the analysis of the consultation, with the prior consent of the consultant always being necessary. Appropriate disciplinary action will be taken if, in addition to the above, the identity of the enquirer is revealed or if enquiries are made in order to obtain information on enquiries submitted.

Types of queries received (Queries Channel):

456 enquiries have been received in 2023, of which 317 have been accepted and

139 have been rejected. At the end of 2023, there are no ongoing enquiries.

In 2023, the trend in enquiries submitted to the Channel reversed. In 2022 there was a 7% decrease compared to 2021, and in 2021 a 21% decrease compared to 2020. In contrast, the number of consultations increased by 18% in 2023 compared to 2022.

By type, we highlight like in previous years those relating to "Conflicts of interest" 165 (36%), the 46 in the Internal Code of Conduct 10%) and the 91 (20% of the total) included in the "Other" category (which cannot be included in the rest of the categories).

In terms of companies, in addition to CaixaBank (65%), BPI enquiries (20%) continue to be highly relevant, with no significant data being reached in the rest of the Group companies with access to the Corporate Enquiries Channel.

Management of Conflicts of Interest

Employees can report or enquire about situations that may involve a conflict of interest using the corporate Conflict of Interest Communications platform and obtain the necessary guidelines for action through mitigating measures.

Such reporting is voluntary, except in cases where the employee wishes to conduct activities related to the main activities conducted by CaixaBank. In this context, employees have at their disposal a Conflict of Interest Catalogue identifying the most common situations and activities that may constitute a conflict of interest, with the mitigation measures proposed for each of them.

Communications received in 2023

Volume and characteristics of queries received

In 2023, 178 communications in relation to conflicts of interest were registered and managed on the platform. Of these, 82 belong to CaixaBank, which represents 15% increase when compared to 2022. The increase is due to greater awareness, which is the result of the work carried out with the branch network during the year.

As for the rest of the conflicts reported by Group companies, BPI is the entity that has recorded the most, with 71 conflicts reported.

178 Communications received in 2023 in relation to conflicts of interest

Commitment to Human Rights

Respecting Human Rights is a key part of CaixaBank's corporate values And the minimum standard of action to conduct business legitimately.

CaixaBank is committed to respecting Human Rights and applies them to its relationships with its customers, suppliers, employees and the communities in which it carries out its business and activities.

Therefore, CaixaBank has Human Rights Principles1 and a Code of Ethics2 , the highest level of standards in the hierarchical scale of the Company's internal regulations, approved by the Board of Directors, and inspired by the principles of the UN International Bill of Human Rights and the Declaration of the International Labour Organization, as well as other ethical standards and codes of conduct.

In 2023, CaixaBank's Human Rights Principles were reviewed and updated, and they are expected to be approved by the Board of Directors in January 2024, following its last version in January 2022.

1 Link to the Human Rights Principles 2 Link to the Code of Ethics

CaixaBank's Human Rights Principles1

> Our responsibility to employees

CaixaBank considers its relationship with its employees to be one of its main human rights responsibilities. The policies for the selection, management, promotion, remuneration and development of people are based on respect for sexual identity, gender expression, sexual orientation, ethnic origin, nationality, beliefs, religion, political opinion, affiliation, age, marital status, disability and other situations protected by law (like sensitive medical conditions, being part of the workers' representatives or due to the social context, among others), and avoid indiscriminate use of technology that could jeopardise the safety and equality of employees.

Internal Audit checks that the Worker's Legal Representatives participate in the legally established processes, such as in the Equality or Occupational Risk Prevention Plan.

> Our responsibility to customers

CaixaBank requires its employees to have respect for people, their dignity and their fundamental values. Likewise, it strives to work with customers who share CaixaBank's values of respect for human rights. Key points in this area include: to guarantee access to services, the development of new financial services and products in line with the aspirations of CaixaBank with regard to human rights, the integration of social and environmental risks in decision-making, fostering

financial inclusion and avoiding the financing of or investment in companies and/or projects connected with serious human rights violations, in addition to respect for confidentiality, the right to privacy and the privacy of customer and employee data.

> Our responsibility to suppliers

CaixaBank requires its suppliers to respect human and labour rights and encourages them to include them in their practices and behaviour, in line with its values, and to transmit them to their own value chain. Therefore, CaixaBank's practices include: requiring its suppliers to understand and respect its Code of Conduct for Suppliers and Procurement Principles, and to understand and respect the Principles of the United Nations Global Compact, carrying out additional controls on suppliers that are considered internally to be of potentially mediumhigh risk, and taking any necessary corrective measures in response to failures to comply with its standards.

CaixaBank also promotes and publicises human rights among its suppliers through the Global Compact Training Program for Sustainable Suppliers.

> Our responsibility to the community

CaixaBank is committed to supporting human rights in the communities where it operates, by complying with current legislation, cooperating with government institutions and courts of law, and respecting internationally recognised human rights wherever it conducts business. CaixaBank also promotes initiatives to raise awareness of international human rights principles, initiatives and programmes, and the UN Sustainable Development Goals (SDGs).

CaixaBank regularly, every three years, conducts a human rights due diligence and assessment process, which is approved by the Bank's Board of Directors. This process began in 2017, when CaixaBank carried out a first human rights due diligence process, in line with the UN Guiding Principles on Business and Human Rights. In 2020, a second due diligence process was carried out with the aim of updating this exercise and providing it with greater depth and scope.

In 2023, a new Human Rights due diligence and assessment process was conducted, which took into consideration the requirements of the proposed new European Corporate Sustainability Due Dilligence Directive and the other requirements of its key stakeholders.

The due diligence process has been carried out with an independent third party. The assessment obtained was satisfactory and showed that the control environment is appropriate.

The approval and deployment of the due diligence process ensures that CaixaBank S.A.'s corporate strategy is aligned with the principles and commitments adopted in the Human Rights Principles of CaixaBank S.A. The scope of the procedure takes into account the Group's main activities and companies:

  • The investment activities of VidaCaixa and CaixaBank Asset Management are considered to be part of CaixaBank S.A.'s business as they form part of its value chain through the products and services they design.

  • In 2023, this due diligence and assessment exercise was extended to Banco BPI, due to its size and the particularities derived from operating in a different territory (Portugal), and to CaixaBank Payments & Consumer, due to its operational particularities derived from dealing directly with customers and partners, which have their own human rights due diligence and assessment process, adapted to their own particular circumstances.

1 https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Sostenibilidad/Resumen_CaixaBank_DD_DDHH_250723_ES.pdf

Due diligence process1

CaixaBank strives to understand what impacts its activities have on Human Rights. To this end, it implements regular due diligence processes to assess the risk of non-compliance, which form the basis for proposing measures to prevent or remedy negative impacts and to maximise positive impacts.

Stages of the Due diligence process

The process carried out by the Bank covers the following aspects, in line with the commitments set in CaixaBank's Human Rights Principles.

The various stages of the process are detailed below:

Due Diligence

  • Identification of risk events according to the commitments and principles of action contained in CaixaBank's Human Rights Principles and potential human rights violations of which CaixaBank may be guilty, in line with its commitments to its employees, as a provider of financial services, to providers and as part of the community.

  • Definition, prioritisation and management of the criteria considered in the assessment.

Identification of the due diligence measures that must be applied in the business itself, in the supply chain and/or via other commercial relationships in order to prevent and mitigate the identified impacts and determine how to tackle them.

Based on the list of 35 human rights included in the International Finance Corporation (IFC) Human Rights Impact Assessment and Management Guide, those that apply to CaixaBank's activity have been identified.

Identifying the stakeholders that may be affected by each of the identified risk events. In summary, the repertoire of risk events has been updated taking into account current trends and sensitivities.

As a result, 47 risk events have been analysed and more than 100 instances of support and evidence have been submitted.

> DUE DILIGENCE MEASURES CLASSIFIED IN FOUR BLOCS AND MAIN INDICATORS AT 31 DECEMBER 2023

Human Resources management
Equal treatment Fair working conditions Freedom in the working
environment
Environment and workplace (accessibility,
safety and health)
43.0% 40.0% 2,492 56% 1.61 3.8%

Women in
management positions
from deputy managers
of large branches and
up1.
41.8%
in 2022

Women on the Board
of Directors 40% in
2022

Employees on paid
leave2.
3,081 in
2022

Participation in Commitment
Study.
75% in
2022

Accident
frequency index
(Accident Rate).
1.57 in 202

Manageable
absenteeism rate.
4.2% in 2022
Purchasing
Marketing
management Accessibility for customers Marketing (product design, marketing and
advertising, sales)
171 €5 M 99% / 61% 31,843

New active suppliers in
the financial year.
502 in 2022

Volume of procurement contracts awarded to
Sheltered Employment Programmes.
€7 M in 2022

Towns and cities > 5,000
inhabitants with operations
(Spain and Portugal,
respectively).
99% /
61%
in 2022

Employees with MiFiD II certification.
33,512 in 2022
F
Financing and investment
i
Ensuring appropriate
n
mortgage commitments
Financing of corporate projects Information security and data protection (customer privacy)
a
9,992
n
€12,681 M 96%
c
i

Homes in social rent
n
programme.
11,105
g
in 2022
a

Loans granted linked to Sustainability indices.
€11,543 M in 2022

Employees have completed the security course
99% in
2022.

n d 1 From lower management in A and B branches. CaixaBank, S.A. 2 CaixaBank, S.A.

i n v e

Assessment

  • Assessment of risks and Human Rights due diligence The Human Rights risk assessment and due diligence procedure is based on the identification of risk events and potential human rights violations in relation to CaixaBank's responsibility to employees, suppliers, and as providers of financial and investment services. Specifically, all the events included in this repertoire have been assessed.

  • Construction of human rights risk maps for each block: taking into account CaixaBank's situation, the criteria determined for the assessment of probability (sector, CaixaBank's control environment), impact (the company's shareholding, magnitude of damage, reversibility) and severity (once the impact and probability variables have been assessed) are followed.

  • Checks on the due diligence processes and measures put in place by CaixaBank to prevent and mitigate potential risks defined in the maps for each block: people management, financing, investment, purchases and supplier management and marketing.

Following an exhaustive assessment process derived from direct consultations with the areas responsible and the analysis of CaixaBank's documentation, the main conclusions are:

  • CaixaBank has demonstrated an adequate degree of coverage for each of the human rights risk events, both from the point of view of the processes analysed and in terms of the due diligence elements it has in place.

  • The assessment confirms that the entity's maturity in protecting and respecting human rights is high and meets the commitments defined in the Human Rights Principles with respect to its stakeholders and its value chain, although opportunities for excellence have been identified.

The assessment obtained was satisfactory and showed that the control environment is covered. For each of the four blocks assessed, recommendations have been identified and will be studied and analysed in line with the expectations of third parties.

Main mitigation and remediation mechanisms

As a result of the due diligence and assessment exercise, CaixaBank established corrective measures and action plans for each of the blocks linked to CaixaBank's Human Rights Principles.

See the summary of the human rights due diligence and assessment process.1

1

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Sostenibilidad/Resumen_CaixaBank_DD_DDHH_ 250723_ES.pdf

Tax transparency

CaixaBank's social commitment is reflected in responsible tax management, which contributes to sustaining the public finances that fund the infrastructures and public services that are essential for progress and social development.

CaixaBank's tax strategy is based on the values that underpin its corporate culture, while it manages compliance with its tax obligations in line with its low tax-risk profile. The minimal adjustments required to CaixaBank's tax returns reflect this low risk approach.

CaixaBank's Tax Risk Control and Management Policy

CaixaBank defines the tax risk as the potential loss or decrease in the profitability of the CaixaBank Group as a result of changes in the legislation or in the regulation in force or due to conflicts of standards (in any field, including tax), in its interpretation or application by the corresponding authorities, or in its transfer to administrative or court rulings. It is covered under Legal/Regulatory Risk in the Risk Taxonomy.

The CaixaBank Group has fully integrated Banco BPI, so that its traditional activity in Spain—its most important jurisdiction—is complemented by the activity in Portugal as the second most important jurisdiction for all purposes, including taxes paid and those of third parties collected in favour of the tax administration. Likewise, the growing activity and subsequent generation of taxes by branch offices should not be underestimated.

In all jurisdictions where CaixaBank operates, it diligently complies with any tax obligations arising from its economic activity. Tax compliance mainly refers to:

  • The payment of all taxes generated on CaixaBank's own business activities,

  • Collection of taxes payable by third parties arising from their economic relationship with CaixaBank,

  • Contribution to the collection of taxes from third parties and their payment into the public coffers in its capacity as a collaborating entity,

Response to the information and cooperation, as required by government bodies.

In 2023, CaixaBank passed the first AENOR audit in relation to the UNE 19602 Standard:

  • In 2022, the Bank obtained the Certification of Tax Compliance Management System - UNE 19602 by AENOR, with the purpose of strengthening its tax risk management, by facilitating the identification, prevention and detection of tax risks, as well as transparency with regard to tax administration.

  • In 2023, the company successfully passed the first audit conducted by AENOR, in which compliance with the standards required by the for the issuance of the certification was reviewed.

  • In addition, in 2023, it obtained a 3-star rating in the "T" seal for Transparency awarded by Fundación Haz.

1Periodically reviewed. Last updated in May 2022.

2 https://www.caixabank.com/es/sostenibilidad/practicas-responsables/gestionresponsable.html

Voluntary Codes of Good Tax Practice

CaixaBank is a voluntary member and participates actively in the Large Companies Forum. The Forum includes the Tax Agency (AEAT) and major large taxpayers. Its aim is to extend and deepen their cooperative relationship through a forum where the main tax issues can be analysed jointly and sector by sector.

CaixaBank is voluntarily adhered to:

Code of Good Tax Practices in Spain

  • Approved by the Large Companies Forum.

  • It contains a series of recommendations, voluntarily assumed by both the Tax Agency and companies, to improve the tax system through:

    • Increased legal certainty.

    • Mutual cooperation based on good faith.

    • Legitimate trust.

    • The application of responsible tax policies in companies with the knowledge of their governing bodies.

  • As proof of its adherence to and compliance with the principles included in the CBPT, every year CaixaBank submits the "Tax Transparency Report within the framework of the Code of Good Tax Practices (CBPT)" to the Central Delegation of Large Taxpayers of the Spanish Tax Agency (AEAT), together with its corporate income tax return for the previous year. The aim is to incorporate into its actions the proposals for strengthening the good practices of fiscal transparency of the companies adhering to the aforementioned Code.

  • This report explains the most relevant criteria used in the preparation of the corporate income tax return for the year. It also discusses a number of taxrelated issues that have arisen during the year. Subsequently, whenever necessary, meetings are held with the tax authorities in order to elaborate on the necessary details. The purpose of all this is to inform the AEAT of the criteria followed by the Company in this area prior to the commencement of the corresponding inspections.

Code of Tax Practice for UK Banks

  • Through your London branch.

  • Driven by the United Kingdom tax authorities, it is committed to maintaining high standards of governance and conduct in compliance with its tax obligations.

Interpretation of tax rules

Compliance with the obligations imposed by tax regulations means paying taxes.

  • CaixaBank takes the following into account:

    • The will of the legislator.

    • The underlying economic reasonableness, in line with the OECD tax principles (Organisation for Economic Cooperation and Development) embodied in the BEPS project (Base Erosion and Profit Shifting).

  • Our interpretation of tax regulations is verified by tax consultants of recognised standing, when the complexity or importance of the issue requires it, and we may request clarification from the tax authorities, if this is deemed necessary.

  • Decisions on tax matters resulting from these interpretations are subsequently reviewed by CaixaBank's external auditors. In order to safeguard the independence of CaixaBank's audit, it does not employ as tax advisers the same professionals who audit its accounts.

  • As a corollary of the reasonableness of the interpretation of tax rules, tax inspections verify compliance with tax obligations.

The interpretation of tax regulations by CaixaBank results in fair and reasonable tax management in accordance with applicable tax legislation.

CaixaBank is committed to paying taxes wherever it operates and generates value.

thus a high percentage of tax paid in Spain and Portugal. It also pays taxes in countries where it has international branches. The taxes paid in relation to representative offices are principally related to employees contracted in these countries.

> TAXES MANAGED BY THE CAIXABANK GROUP

OWN TAXES THIRD PARTIES' TAXES COLLECTION AND COOPERATION
Payment of CaixaBank's
taxes, excluding Other
Contributions (FGD, SRF, Financial Contributions and
Contributions to the Portuguese Banking Sector).
Collection on behalf of the tax authorities of taxes
payable by third parties arising from their economic
relationship with CaixaBank
Acting as a partner to the tax authorities of Spain, its
autonomous regions and local authorities, assisting
them in the collection of taxes
Direct taxes > Personal income tax withholdings on salaries,
interest and dividends received
> Through the branch network, ATMs and on-line
channels
> Income tax1 > Employees' social security contributions > It cooperates transparently and proactively with
government agencies to combat tax evasion and
fraud
> Business and property taxes > VAT paid in to the Tax Agency
> Tax on bank deposits
> Temporary charge of and credit institutions and
credit financial establishments2
Indirect taxes
> Non-deductible VAT payments
> Duty on transfers of assets and documented legal
transactions (ITP-AJD)
> Employers' social security contributions

1Profit taxes paid or refunded in the year in each jurisdiction include tax instalments payments and withholding taxes paid. In addition, returns collected from previous years' corporate income tax are considered. The result of the settlements deriving from tax assessments that have been deposited during that year is also included. 2A For the purpose of this report, the temporary taxation of credit institutions and financial establishments shall be considered as a direct tax paid.

>OWN TAXES AND TAXES COLLECTED FROM THIRD PARTIES IN 2023 AND 2022, ON A CASH FLOW BASIS €3,938 M2

BY LOCATION BY TYPE
€3,349 M
€515 M
Spain
Portugal
€74 M
Branches and subsidiaries2
€1,903 M4
Own taxes paid
€2,036 M
Third-party taxes collected
€6,924 M
€1,683 M
Correspond to own
3
taxes paid in their
2
capacity as
0
taxpayers
2
€1,666 M
Taxes payable by
third parties
deriving directly
Correspond to own
taxes paid in their
capacity as
taxpayers
€151 M €364 M
Taxes payable by
third parties
deriving from the
Group's activities
in Portugal and
collected on
behalf of the
relevant
Portuguese public
authorities
€14 M
United Kingdom
€17 M
France
€1 M
Italy
€6 M
Poland
€4 M
Morocco
€1 M
Luxembourg
€631 M
€59 M
Direct taxes Corporate income
tax3
RESULT
CONSOLIDATED
BEFORE TAX
from CaixaBank
activities and
collected by
CaixaBank on
behalf of the
relevant public
authorities
undefined
€31 M
Germany
€621 M
€373 M
Indirect taxes
Banking levy
€114 M
€650 M
Tax on
bank deposits
(IDEC)
€85 M
Employers' social
security
Other5
21.56%
TYPE
TOTAL TAX
1
€3,672 M
BY LOCATION BY TYPE
€3,234 M €393 M €44 M €1,894 M4 €1,778 M €4,326 M
Spain Portugal Branches and subsidiaries2 Own taxes paid Third-party taxes collected RESULT
Correspond to own
2
taxes paid in their
2
€1,764 M €1,470 M
Taxes payable by
Correspond to own
taxes paid in their
€94 M €299 M
Taxes payable by
€8 M
United
Kingdom €9 M
€2 M
Switzerland
€7 M
€577 M
€396 M
Direct taxes Corporate income
CONSOLIDATED
BEFORE TAX
capacity as
0
taxpayers
2
third parties
deriving directly
capacity as
taxpayers
third parties
deriving from the
France €9 M
Germany
Poland tax 356 Spain 5 15
€716 M
Portugal 25 Other
from CaixaBank
activities and
collected by
Group's activities
in Portugal and
collected on
€6 M
Morocco
€3 M
€110 M
Tax on
Indirect taxes
bank deposits
(IDEC) €70 M
€601 M

1 The total tax rate is measured as the percentage that the total taxes paid represent -excluding Other Contributions (FGD, SRF, Financial Contribution monetisable DTAs and Contributions to the Portuguese Banking Sector)- of the profit before tax 1,903/(1,903+6.924)=21,56 %.

2 These amounts include both taxes paid and collected from international branches and Luxembourg subsidiaries.

3 Payments of income tax in 2023 amounted to €1,157 million, of which mainly corresponds to payments of €1,041 million settled in Spain, €69 million in Portugal, €13 million in the UK, €15 million in France, €14 million in Germany, €2 million in Poland and €3 million in Morocco. The refund for advance payments on account of corporate income tax for previous years, which amounted to €1,098 million in Spain. In addition, €373 million of the current year's bank levy was paid in Spain, resulting in a total of €1,414 million in payments for 2023 in Spain.

4 Excludes other contributions (FGD, SRF, Financial Contributions, Contributions to the Portuguese Banking Sector).

5 Mainly includes business tax (€43 M) and property taxes (€42 M).

CaixaBank as a partner entity in the handling of tax and social security contributions

CaixaBank performs an important social function as a partner entity to the national, regional and local tax authorities and the social security authority in Spain:

  • Collecting taxes and social security contributions from third parties.

  • Paying out tax refunds to these third parties when ordered by the tax authorities.

It also cooperates transparently and proactively with public authorities to combat tax evasion and fraud. In 2023, own funding and resources were dedicated to combating fraud.

> AMOUNT OF PUBLIC AUTHORITY RECEIPTS PAYMENTS HANDLED

€128,525 M €60,420 M

CHARGES

PAYMENTS
€119,534 M IN 2022 €50,650 M IN 2022

> CAIXABANK'S ROLE IN COMBATING TAX EVASION AND FRAUD

6,217 Requests 12,590

→ INDIVIDUAL REQUESTS FOR INFORMATION RECEIVED FROM THE SPANISH AUTHORITIES → PROCESSED ON BEHALF OF THE SPANISH AUTHORITIES

6,206 IN 2022 16,626 IN 2022

Other contributions

In addition to the aforementioned taxes, CaixaBank makes other contributions specific to financial institutions to:

  • Supervisory funds for banking systems, both at the European and national level.

  • Funds for the maintenance and operation of the banking system in general.

  • Financial Contribution monetisable DTAs.

1 Includes irrevocable payment commitments.

> DETAILS BY REGION, IN MILLIONS OF EUROS

CaixaBank has adopted the OECD's fiscal principles, as set out in the Base Erosion and Profit Shifting (BEPS) project. It does not use artificial corporate structures to transfer profits to low-tax jurisdictions. Any international expansion of its business, therefore, has real economic substance.

To that end, below is a table that includes the details of the revenue, earnings and corporate tax paid in each jurisdiction where the CaixaBank Group is present.

Section 7. People and Culture in this report also includes details of the employees in each jurisdiction.

Ordinary
revenue 1
Profit/(loss)
before tax
Corporate tax
accrued
Corporate tax
paid3
2023 2022(2) 2023 2022(2) 2023 2022 2023 2022
Spain 23,717 16,055 6,005 3,632 (1,886) (1,048) (58) 355
Portugal 1,940 1,279 678 552 (163) (112) 70 15
France 218 62 57 40 (14) (10) 15 7
Poland 106 93 27 7 (6) (3) 2 3
United 214 77 52 43 (13) (7) 13 8
Kingdom
Germany
286 66 65 29 (23) (5) 14 4
Morocco 17 14 9 8 (4) (3) 3 2
Italy 35 12 (4)
Switzerland 1 7 10 2 1
Luxembourg 30 21 9 6 6
Total 26,565 17,674 6,924 4,320 (2,108) (1,188) 59 395

1 Corresponding to the following items in the Group's public statement of profit or loss: 1. Interest income 2. Dividend income 3. Share of profit or loss of equity-accounted institutions 4. Fee and commission income 5. Gains/(losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net 6. Gains/(losses) on financial assets and liabilities held for trading, net 7. Gains/(losses) on assets not designated for trading compulsorily measured at fair value through profit or loss, net 8. Gains/(losses) on financial assets and liabilities designated at fair value through profit or loss, net 9. Gains/(losses) from hedge accounting, net 10. Other operating income 11. Ordinary income from insurance. 2 Restated by applying IFRS 17.

3. Payments of income tax in 2023 in Spain amounted to €1,041 million. The refund for advance payments on account of corporate income tax for previous years, which amounted to €1,098 million in Spain

Profit taxes paid or refunded in the year in each jurisdiction include tax instalments payments and withholding taxes paid. In addition, returns collected from previous years' corporate income tax are considered. The result of the settlements deriving from tax assessments that have been deposited during that year is also included.

The cash outflow and inflow related to the corporate income tax expense does not correspond to the amount disclosed in the consolidated statement of profit or loss. The amount of the payments includes the instalment and withholdings paid on the profit for the year. However, refunds are not directly linked to the profit for the year, since they correspond to profits obtained in previous years minus the corresponding instalments and withholdings. The income tax expense recognised in the consolidated income statement if it is directly related to the profit before tax for the current financial year.

CaixaBank's position in relation to noncooperative jurisdictions in the European Union's tax matters

As a general rule, CaixaBank avoids operating in noncooperative jurisdictions. Nor does it use tax structures that involve such territories or low- and zero-tax territories when there is no real economic substance for such structures. Any investment in entities that are domiciled in non-cooperative territories is subject to a prior report on the economic basis for the investment and the approval of the governing bodies.

CaixaBank's policy on non-cooperative jurisdictions based on the principles set out in the Group's statutory documents:

→ Code of Ethics

→ Tax Risk Control and Management Policy

CaixaBank Group activity in Luxembourg

Luxembourg is a key jurisdiction for the financial sector for a number of reasons:

  • Efficiency in financial matters, thanks to a specialist focus on investment products that allows financial services providers to offer attractive yields.

  • Its high levels of legal protection based on the prompt application of legislation and a stable legal system.

The CaixaBank Group operates in a key global market for investment management, reaching more international and domestic customers.

  • > PRINCIPLES GOVERNING THE CAIXABANK GROUP'S ACTIVITIES IN LUXEMBOURG
  • CaixaBank's operations in Luxembourg are, like those of the entire Group, completely transparent and subject to the controls required of a regulated business, supervised by bodies that adhere to common European and international standards.

  • CaixaBank has adopted the OECD's fiscal principles, as set out in the Base Erosion and Profit Shifting (BEPS) project. It does not use artificial corporate structures to transfer profits to low-tax jurisdictions. Any international expansion of its business, therefore, has real economic substance.

  • The identities of our investors in Luxembourg are disclosed to the tax authorities to ensure they meet their tax obligations within a framework of complete transparency.

CaixaBank does not currently have any direct holdings in companies established in non-cooperative jurisdictions.

04. Risk management

  • Risk management [PAGE 177]

    • Risk Management Model [PAGE 177]

    • Corporate risk catalogue [PAGE 178]

    • Sustainability risk management [PAGE 184]

  • Reputation [PAGE 201]

    • Reputational Risk Response Service (RRRS) [PAGE 27]

2023 Consolidated Management Report

Risk management

Risk Management Model

The Board of Directors, the Senior Management and the Group as a whole are firmly committed risk management.

CaixaBank aims to keep its average risk profile low, with a comfortable capital adequacy ratio and comfortable liquidity metrics, in line with its business model and the risk appetite defined by the Board of Directors.

As part of the internal control framework and in accordance with the provisions of the Corporate Global Risk Management Policy, the Group has a risk management framework that enables it to make informed decisions on risk taking consistent with the target risk profile and appetite level approved by the Board of Directors. This framework contains following elements:

KEY ELEMENTS OF THE RISK MANAGEMENT FRAMEWORK

01. Governance and organisation

This is done through internal policies, rules and procedures that ensure the adequate supervision by the governing bodies, committees, and CaixaBank's specialised human resources department.

02. Strategic risk management processes to identify, measure, monitor, control and report risks:

Identification and assessment of risks. Risk Assessment: A six-monthly risk self-assessment of the Group's risk profile. Its objective is to identify material risks, assessing for these the inherent risk situation and trends, as well as their management and control, and emerging risks. It also allows for the identification of important strategic events that may result in a significant impact for the Group in the medium term. It solely considers events that have not yet materialised and are not part of the

Corporate Risk Catalogue ("the Catalogue"), but to which the Company's strategy is exposed, although the severity of the impact of these events can be mitigated through management. If a strategic event occurs, the impact may be on one or more of the risks of the Catalogue simultaneously.

Classification and definition of Risks. Corporate Risk Catalogue: An annually-reviewed list and description of the material risks identified in the Risk Assessment. It facilitates the monitoring and reporting of the Group's risks and consistency, both internally and externally.

Risk Appetite Framework (RAF): A comprehensive and forward-looking tool used by the Board of Directors to determine the types and thresholds of risk it is willing to assume in achieving the Group's strategic objectives in relation to the risks included in the Risk Taxonomy.

03. Risk culture

The Group's risk culture is imparted through training, communication and the performancebased assessment and remuneration of staff.

Corporate Risk Catalogue

Most relevant changes to the Catalogue in 2023

CaixaBank Group reviews the Corporate Risk Catalogue annually, in accordance with the above. In 2023, the most relevant change was:

Model risk is now classified as a cross-cutting risk (until now considered purely operational), as its management and materialisation is directly related to the other risks in the Catalogue. This change in the presentation has no impact on risk management or measurement.

Milestones in risk management in the Catalogue

The most noteworthy aspects of risk management and activities in 2023 for the various risks identified in the Corporate Risk Taxonomy are detailed below:

Committee Risk management Key milestones
Cross-cutting risks
Business
return
Obtaining results below market
expectations or Group targets
that, ultimately, prevent the
company from reaching a level
of sustainable returns greater
than the cost of capital.
The management of this risk is supported by the financial
planning process, which is continually monitored to assess
the fulfilment of the strategy and budget. After quantifying
the number of deviations and identifying their cause,
conclusions are presented to the management and
governing bodies to evaluate the benefits of making
adjustments to ensure that the internal objectives are
fulfilled.
Improvement of profitability and operational efficiency in 2023. The positive trend in core income,
highlighting an increase in net interest income due to the repricing of credit indices and the
evolution of beta deposits, together with the maintenance of the cost of risk at reduced levels, has
allowed ROTE to reach 15.6%. In addition, the efficiency ratio fell to 40.9%, standing at all-time lows.
In 2024, a stabilised interest rate environment, slightly lower than at present, is foreseen. The key
milestones were management of non-performing loans because of the expected increase in
doubtful loans and management of the remuneration of liabilities.
 See section "Shareholders and investors"
Own funds and
capital
adequacy
Risk caused by a restriction of
the CaixaBank Group's ability to
adapt its level of capital to
regulatory requirements or to a
change in its risk profile.
The target for the CET1 capital adequacy ratio is between
11.5% and 12.0%, without considering transitional IFRS9
adjustments, which require a buffer of between 300 and
350 basis points on the SREP regulatory requirement (MDA
buffer).
At 31 December 2023, the Common Equity Tier 1 (CET1) ratio stands at 12.4%, providing CaixaBank a
margin of 387 basis points, equating to €8,837 million, until the Group's MDA trigger.
The minimum requirements for 2023 and 2024 are:
Pillar 1 regulatory requirement
2023
4.50%
2024
4.50%
Pillar 2 regulatory requirement 0.93% 0.98%
Capital conservation buffer 2.50% 2.50%
Systemic buffer OEIS1 0.50% 0.50%
Countercyclical buffer2 0.10% 0.10%
Minimum CET1 capital requirements 8.53% 8.58%
On 1 February 2024, the Board of Directors resolved to propose to the General Meeting of
Shareholders the distribution of a cash dividend of €0.3919 gross per share out of the profit for
2023, to be paid in April 2024. With this payment of dividends, the amount of shareholder
remuneration for the financial year 2023 will be equivalent to 60% of consolidated net profit.
Additionally, it is also CaixaBank's intention, after obtaining the relevant regulatory approval, to
implement a new share buyback during the first half of 2024, aimed at bringing the CET1 surplus
close to 12% at the end of 2023. Specific details of the share buy-back, including the maximum
investment, will be disclosed once the regulatory approval is obtained.
The Group also participated in the 2023 EU-wide stress test of the European banking sector to
assess its resilience to adverse economic scenarios and how it compares with the other European
banks taking part. The exercise places CaixaBank significantly better positioned than the average
European bank in terms of resilience to impairment in an adverse scenario, with the third-best
result among the large European banks in the Eurostoxx 50.
 See section "Shareholders and investors"

Value Potential adverse
consequences for the Group
arising from decisions based
mainly on the results of internal
models with errors in the
construction, application or use
thereof.
Model risk is managed on the basis of three main
strategies:
>
Identifying existing models, assessing the quality
thereof and how they are used by the Group.
>
Governance framework, where the management of
models varies according to the overall relevance of
the model (Tier-based management).
>
Monitoring, based on a control framework with a
forward-looking approach to model risk that enables
risk to be kept within the parameters defined in the
Group's RAF, through the periodic calculation of
appetite metrics and other specific model risk
indicators.
In 2023, a project has been developed to implement tools for risk management, the scope of the
inventory in terms of models of subsidiaries has been expanded and the incorporation of new
types of models and progress has continued in the deployment of management in significant
subsidiaries, among other areas.
Reputational Potential financial loss or lower
income for the Group as a
result of events that negatively
affect the perception that
interest groups have of the
CaixaBank Group.
This management approach aims achieve a satisfactory
level on the main reputation indicators. In particular, it aims
to help promote a positive perception of the entity by all its
stakeholders through ongoing dialogue and fluid
communication with all of them, as well as to establish the
policies and mitigating and preventive measures of this risk
throughout the organisation.
CaixaBank has a specific corporate policy for reputational risk management which aims to
demonstrate the Group's commitment to an effective and rigorous management model that
safeguards the relationship of trust with its main stakeholders.
In addition, at the beginning of 2023, CaixaBank's new corporate sponsorship policy was
introduced, which, together with the corporate communication policy, expands and develops the
corporate reputational risk management policy in the areas of corporate communication and the
management of the Group's sponsorships. Both policies develop specific criteria to mitigate and
control reputational risk in the communication and selection of sponsorships, while also reinforcing
the entity's commitment to be close to customers and society.
In the area of measurement and reporting, the entity has also made progress in the development
and improvement of reputational risk measurement models.

Financial risks

Credit
Loss of value of the assets of
This is the most significant risk for the Group's balance
CaixaBank Group through a
sheet. It is derived from its banking and insurance activity,
-175 million in non-performing loans in the year, following the active NPL management. The solid
customer due to the
cash flow operations, and its investee portfolio,
impairment of the capacity of
encompassing the entire management cycle of the
cost of risk, thanks to prudent management, stands at 28 basis points accumulated in 12 months.
this customer to meet their
operations.
commitments to the Group.
The principles and policies that underpin credit risk
With regard to ICO guarantee operations, granted mainly during 2020 with the aim of providing
Includes the risk generated by
management are:
operations in the financial
>
A prudent approvals policy based on: (i) an
COVID-19, it should be noted that 55% of the total loans with ICO guarantee have been repaid; of
markets (counterparty risk).
appropriate relationship between income and the
expenses borne by consumers; (ii) documentary proof
granted, are classified as non-performing.
of the information provided by the borrower and the
In relation to mortgage segment, in 2022 CaixaBank's Board of Directors approved adherence to
and information protocols that are appropriate to the
personal circumstances and characteristics of each
CaixaBank adhered to the extension of the current Code of Good Practices and to the new,
customer and operation.
>
Monitoring the quality of assets throughout their life
package of measures, which are intended to anticipate and alleviate possible future difficulties
cycle based on preventive management and early
some households may face in paying mortgages on first homes as a result of the rise in interest
recognition of impairment.
rates.
>
Up-to-date and accurate assessments of the
impairment at any given time and diligent
borrower's solvency; (iii) pre-contractual information At the end of 2023, the NPL ratio stood at 2.7%, the same level as in December 2022, with a drop of
NPL coverage ratio remains unchanged (73% at the end of 2023 and 74% at December 2022). The
liquidity to Companies, SMEs and self-employed workers in the context of the fall in activity due to
the rest, all are repaying principal from mid-2022. 4.4% of ICO loans, based on the amount of loans
the Codes of Good Practice that integrate support measures for mortgage borrowers in difficulty.
transitional Code of Good Practices. CaixaBank becomes the first bank to commit to applying this

Actuarial Risk of a loss or adverse change
to the value of the
commitments assumed
through insurance or pension
contracts with customers or
employees due to the
differences between the
estimate for the actuarial
variables used in the tariff
model and reserves and the
actual performance of these.
This risk is managed in order to ensure the Group has the
capacity to meet commitments to its insured parties, to
optimise the technical margin and to keep balances within
the limits established in the risk appetite framework.
In 2023, progress was made in modelling some of the assumptions on biometric risks based on the
Group's own experience, which were more in line with the Group's actuarial risk profile.
In addition, the actuarial risks from Sa Nostra Vida have been successfully integrated.
Rate risk in the
banking book
Negative impact on the
economic value of balance
sheet items or on the net
interest margin due to changes
in the structure of interest rates
over time and the impact
thereof on asset and liability
instruments and off-balance
sheet items not held in the
trading portfolio.
This risk is managed by optimising the net interest margin
and keeping the carrying amount of assets within the limits
established in the risk appetite framework.
Although in the short term the position of rate increases has stabilised, in the medium term
CaixaBank continues to maintain a position of moderate rate increases.
In the current interest rate environment, sight balances are expected to further intensify their
tendency to migrate to fixed-term deposits and to revert to levels similar to those that have been
structurally maintained in positive and stabilised interest rate environments.
During 2023, the Group worked on adapting to the requirements of the new EBA guidelines on
structural interest rate risk, both interest rate risk (IRRBB) and credit spread risk (CSRBB).
Liquidity and
funding
Risk of insufficient liquid assets
or limited access to market
financing to meet the
contractual maturities of
liabilities, regulatory
requirements, or the
investment needs of the Group.
The management approach is based on a decentralised
system with the segregation of functions aiming to
maintain an efficient level of liquid assets; the active
management of liquidity and the sustainability and stability
of funding sources in both normal and stress scenarios.
Total liquid assets amounted to €160,204 million at 31 December 2023, up €21,193 million in the
year, mainly due to balance sheet liquidity generation, the positive evolution of the commercial gap
and a higher volume of new issuances than maturities.
The Group's LCR stands at 215% and the NSFR stands at 144% at 31 December 2023. Institutional
financing amounted to €56,227 million, performing very well in 2023 due to the Group's success in
accessing markets with different debt instruments.
The CaixaBank Group has repaid in 2023 a TLTRO III balance of €15,620 million, of which €7,143
million correspond to ordinary repayments and €8,477 million early repayments, with no
outstanding financing at the end of the year.
 See section "Shareholders and investors"
Market Loss of value, with impact on
results and solvency, of a
portfolio (set of assets and
liabilities), due to adverse
movements in prices or market
rates.
Risk management is based on maintaining risk low, stable,
and within the established risk appetite limits.
The market risk of the trading book is measured daily using
an internal model subject to regulatory supervision.

Operational risks

Conduct and
compliance
The application of criteria that
run contrary to the interests of
its customers and stakeholders,
or acts or omissions by the
Group that are not compliant
with the legal or regulatory
Conduct and compliance risk management is not just the
responsibility of a single department, but of the entire
CaixaBank Group. All employees must strive to ensure
compliance with current legislation and to implement
procedures to translate this legislation to their day-to-day
work.
framework, or with internal
policies, regulations or
procedures, or with codes of
conduct, ethical standards and
good practice.

Likewise, in 2023, the Group has continued to reinforce a culture and awareness of compliance within the organisation aimed at all employees through training programmes, conduct indicators in corporate challenges and awareness sessions. The compliance target set for the year in this respect was met.

In addition, ongoing processes have been established to monitor the correct marketing of products and services based on the follow-up of indicators, establishing ad hoc reviews if necessary.

During the 2023 financial year, CaixaBank successfully passed the follow-up audits for the following certifications:

  • UNE/ISO 37301 Compliance Management Systems

  • UNE 19601 Criminal Compliance Systems

  • UNE/ISO 37001 Anti-Bribery Management Systems

  • UNE 19692 on Tax Compliance

A new tool has also been implemented and optimised to monitor the alerts on the Prevention of Money Laundering and the Financing of Terrorism, contributing greater robustness to the analysis process.

In addition, throughout this year, the Group's supervision model continued to be strengthened through the monitoring of adherence to the defined framework for coordination of subsidiaries and the implementation of improvements to reinforce the effectiveness of the implementation of the compliance programme at Group level.

regulatory3

Potential losses or decreases in the CaixaBank Group's profitability as a result of legislative changes, the incorrect implementation of said legislation in the CaixaBank Group's processes, the misinterpretation of legislation applied to operations, incorrect handling of court or administrative rulings or of claims or complaints received.

See section "Responsible and ethical behaviour section" Legal and Legal and regulatory risks are managed so as to safeguard the Group's legal integrity and to anticipate and mitigate future economic harm by monitoring regulatory changes, participating in public consultation processes, helping to build a predictable, efficient and sound legal framework, and interpreting and implementing regulatory changes. Likewise, its objective is the correct implementation, in due time and form, of these regulatory changes, understood as the creation or adaptation of contracts, processes and systems, through control, centralised coordination and the promotion of the implementation of the regulations at the CaixaBank Group level, thus enabling adequate management of the control of this legal and regulatory risk.

During 2023, key legislative proposals with an impact on the entity have been monitored, including, among others: (i) European Commission proposal to review the Crisis Management and Deposit Insurance (CMDI) framework; (ii) legislative proposal for the implementation of the final Basel III reforms (CRD VI and CRR III); (iii) proposal for a Corporate Sustainability Due Diligence Directive (CSDDD); (iv) European Commission proposal on the Retail Investment Strategy; and (v) the European Commission's proposals on payments and for access to financial data, comprising a proposal for a Regulation on a framework for access to financial data, a proposal for a Regulation on payment services in the internal market, a proposal for a Directive on payment services and electronic money services in the internal market, and a proposal for a Regulation on the introduction of the digital euro.

In addition, legal and impact analysis has been carried out for the implementation of the regulations outlined: Retail scope (i) Code of Good Practice to alleviate the rise in interest rates on mortgages on primary homes; (ii) Law 11/2023 on accessibility; and (iii) Law 12/2023 on the right to housing. With regard to markets, the focus was on the new Securities Markets and Investment Services Law 6/2023 and the CNMV's Technical Guide for the assessment of suitability. In addition, we highlight DORA, the Regulation on the digital operational resilience of the financial sector and the EBA Guidelines on resolvability testing. Finally, with regard to sustainability, the focus in 2023 has been on delegated European legislation, referring to the integration of sustainability factors in product governance obligations and compliance with Regulation 2019/2088 (SFDR) with regard to disclosure obligations.

Technology Risks of losses due to hardware
or software inadequacies or
failures in technical
infrastructure, due to cyber
attacks or other circumstances
that could compromise the
availability, integrity,
accessibility and security of the
infrastructures and data.
Managing this risk involved identifying, measuring,
assessing, mitigating, monitoring and reporting the risk
levels involved in the governance and management of
Information Technology.
Furthermore, the risk control frameworks developed have
been designed according to internationally renowned
standards and evolve as potential emerging risks are
captured and managed.
During 2023, CaixaBank Group continued to strengthen its risk control framework, especially in the
light of external threats linked to cybersecurity.
Similarly, the risk control framework has evolved to cover the risk linked to the growing adoption of
cloud computing technologies and services.
See section "Customers - Cybersecurity"
Other
operational
risks
Risk of loss or damage caused
by errors or shortcomings in
processes, due to external
events or due to the accidental
or intentional actions of third
parties outside the Group. This
includes risk factors related to
outsourcing, business
continuity and external fraud.
Managing this risk involved identifying, measuring,
assessing, mitigating, monitoring and reporting the risk
levels involved in the governance and management of
outsourcing, external fraud, business continuity, etc.
seeking to avoid or mitigate negative impacts on the Group,
either directly or indirectly due to the impact on relevant
stakeholders (e.g. customers), arising from inadequate
internal processes or from the actions of third parties.
During 2023, the deployment of the specialised function of second line of defence for "other
operational risks" continued, with a focus on preventing external fraud, business continuity and
minimising risks in outsourcing services.
In all these areas, the control environment has been strengthened, meeting the expectations of
regulators and supervisors, and achieving greater alignment with international best practices and a
balance with more agile and efficient processes.

3 See section "Regulatory environment"

Sustainability risk management

ESG risks involve financial and/or reputational impacts from factors traditionally considered as nonfinancial. The basis for appropriate ESG risk management and risk calibration in strategic processes depends on the materiality assessment.

Assessment of the materiality of sustainability risks (ESG)

The materiality analysis is focused on the qualitative assessment of the main impacts that ESG factors may have on the traditional risks, such as credit, liquidity, market, operational, reputational and business/strategic risk, across the different portfolios. Furthermore, the qualitative analyses have been complemented by quantitative analyses that have confirmed the qualitative conclusions. Nevertheless, in light of the current state of advancement of quantification methodologies and existing data, these exercises are expected to continue to evolve in order to provide increasingly refined results.

ESG risks are assessed taking into account the impacts they may have on traditional risks

In terms of dual materiality, the assessment focuses on outside-in financial materiality. However, an assessment of inside-out1 materiality has also been initiated through the analysis of financed emissions in the Entity's portfolio. It should be noted that the assessment of the materiality of ESG risks has been taken into account in the preparation of the Group's Materiality Study, specifically in the phases of context analysis and identification and assessment of risks and opportunities (financial materiality perspective).

See section "Materiality"

From the materiality analysis of sustainability risks, it is inferred that the potentially most material in the short, medium and long term are those related to climate change (physical risks) and climate change avoidance (transitional risks).

1 The inside-out view focuses on the impact of financial activity on the environment, in particular through the carbon footprint financed. Information on the financed footprint and decarbonisation targets can be found in the Metrics and targets section.

Identification and assessment of environmental risks

Identification and assessment of climate risk

Climate risks, considered within environmental risks, are the risks associated with climate change that may potentially affect people, natural ecosystems and economic sectors. Conceptually, the risks are classified as physical risks and transition risks.

  • Physical risks are risks linked to climate events, which can be chronic or severe, and they can cause physical damage to assets (infrastructure. properties), disruption to production or supply chains and/or may affect the productivity of economic activities (agriculture, energy production):

    • Chronic: changes in climate patterns, average temperatures, rainfall, sea level rise, etc.

    • Severe: further extreme events and an increase in the intensity and severity of tornadoes, hurricanes, floods, etc.

  • > Transition risks are the risks associated with the process of transitioning towards a low-carbon economy:
    • Policy and legal: changes in regulations and standards.

    • Technological: energy-efficient alternatives, obsolescence.

    • Market: changes in consumer preferences and market participants.

These risks will depend on the probability and intensity of the events and the ability of companies to respond or anticipate them. In this regard, CaixaBank incorporates best practices in management and robust measurement systems.

In the risk management, the materiality analysis is presented, which focuses on the qualitative assessment of the main impacts that ESG factors may have on the traditional risks (credit, liquidity, market, operational, reputational and business/strategic) across the different portfolios.

All these risks, once identified and properly managed, provide opportunities related to their mitigation and control, as well as for investment with a long-term and transformational vision.

The main risks and opportunities arising from climate change for CaixaBank are summarised below:

RISKS PHYSICAL RISK TRANSITION RISK
Credit - Probability of default: physical risk can result in damage to assets (fixed, productive, material, etc.),
productivity downturns, non-viability of business models, disruption of supply chains or trade routes,
etc. which can increase the probability of customer defaults.
- Value of collateral: may also affect the value of assets received as collateral by affecting the recovery
rate in the event of default.
Probability of default: The most carbon-intensive sectors and/or those affected by energy transition
policies will be less profitable and/or will have greater investment needs. Technological obsolescence,
carbon prices or rates, changing market/consumer preferences may also have an impact. Companies
that do not adapt to the new environment will see their medium/long-term viability compromised.
Stranded assets will be generated that cannot be exploited/consumed, thus affecting companies' prof-
itability.
- Value of collateral: depreciation of collateral as a result of being stranded and/or directly
affected by the transition, reducing the recovery rate in the event of default.
Market - Prices: extreme weather events may result in a change in market expectations and generate changes
in prices of assets, commodities, etc.
- Maturities: physical events may cause changes in debt maturity expectations, altering repayment terms.
Prices: Transition risks may involve price changes in derivatives and securities, e.g. due to stranded
assets.
Operational - Interruption of services: physical risks may directly impact the Bank's ability to conduct all of its ser-
vices normally.
Damage to own assets.
- Other: may exacerbate errors made in monitoring, reporting or data management.
- Legal and compliance risk associated with perceived non-compliance with obligations to adapt, dis-
close or market sustainable products, which could result in customer complaints, legal proceedings or
third party sanctions.
Liquidity - The increase in adverse weather events may result in a need for customers to withdraw money from
their accounts to cope with the potential impact of these events.
- This increase may also lead to losses in the value of liquid assets or problems in the reinvestment
of debt.
=
- A lack of alignment with the sustainable transition goals on the Bank may lead to possible
divestments or capital outflows by the Bank's shareholders.
Reputational - The impact of poor management in monitoring or mitigating extreme weather events can impact
the Bank's reputation.
- Possible instances of malpractice in the achievement of climate transition goals by the Bank or
its counterparties may result in reputational impacts for the Bank.
- Failure to meet expectations could also result in reputational risks that lead consumer preferences
to shift to other entities
Business/Strategic
assets.
- Impact on performance due to GDP declines in a particular region following a physical event.
Factors such as changes in policies, legislation and regulation aimed at decarbonising the economy
and market sentiment have an impact on the business environment, profitability and resilience of the
strategy in the long term.

2023 Consolidated Management Report

Due to the special characteristics of climate risks, the climate risk assessment is based on various climate change scenarios and different time horizons.

The Network for Greening the Financial System (NGFS) has defined climate scenarios that provide a common starting point for analysing the risks of climate change in the financial system and in the economy.

In line with the expectations of supervision, CaixaBank has considered in its materiality assessment the following climate scenarios established by the NGFS:

1. Orderly transition:

This scenario implies early implementation of climate policies with increasing depth and scope to reach the 1.5°C target1 . Both the physical and the transition risks are relatively moderate.

2. Disorderly transition:

A disorderly transition scenario implies a significant increase in transition risks due to delays in climate policies or divergences between countries and sectors. It involves the adoption of measures from 2030 or at a relatively late stage with respect to the time frames of current climate and environmental regulations. This increases the risk of transition, but maintains the physical risk at a relatively low level when reaching the target of 1.5°C.

3. Hot House World (high global warming level):

This implies the application of very limited climate policies and only in some countries, areas or sectors, so that global efforts are insufficient to avoid global warming with significant incremental physical climate effects. In this scenario, the risk of transition is limited, but the physical risk is very high and with irreversible impacts.

Of the three scenarios identified, CaixaBank has selected the orderly transition scenario as the base scenario for the materiality assessment because it is consistent with the commitments assumed by Bank and is currently still the most likely scenario in the European Union framework. In terms of physical effects, this scenario is equivalent to the SSP1-2.62 scenario proposed by the Intergovernmental Panel on Climate Change (IPCC). However, consideration is also being given to the need to analyse the compatibility of the current assessment with the SSP2-4.53 scenario. To this end, new scientific developments are being closely monitored that point to rapid changes in the climate system that may rule out the 1.5°C scenario, as indicated in several reports4 .

1 Goal of limiting the temperature increase in 2100 to 1.5°C above pre-industrial levels. 2 IPCC low emissions scenario as defined in IPCC_AR6_WG1_SPM_Spanish.pdf 3 IPCC intermediate emissions scenario as defined in IPCC_AR6_WG1_SPM_Spanish.pdf 4 Long-term low-emission development strategies - UNFCCC 11/2022

Under the orderly transition scenario, the main impacts of climate risk are concentrated in the long-term credit portfolios of legal entities, as shown in the Climate risk analysis matrix's heat map - orderly transition scenario. The following risks have been considered within the analysis:

Credit risk:

This is the prudential risk that may be most impacted by climatic factors, mainly transition factors, in the short, medium and long term:

Transition Risk: the macro sectors potentially most impacted in the medium to long term are agriculture, energy/services, oil and gas, transport, materials and mining and metallurgy. Among the sectors with the highest risk, CaixaBank has identified the electricity, coal and oil and gas sectors as the highest priority sectors in terms of transition risk. Of the sectors with an average impact, real estate stands out for its relative exposure. In the short term, the impact of the transition risk is considered minor.

This top-down sectoral vision is complemented by a bottom-up vision based on:

  • The segments of activity within each macro sector (value chain).

  • The time frames of financing operations.

  • The characteristics and positions of the main customers, the impact of which can be very heterogeneous, e.g. depending on how they incorporate these risks in their strategic vision. More individualised analyses are already being applied in the risk acceptance processes to take these aspects into account. The mortgage portfolio also includes the energy efficiency certificate in the formalisation process.

In the mortgage portfolio, based on the geographical location of the assets, the impact is not considered material in the short and medium term. This assessment is complemented by a more granular analysis for the potentially most affected areas as well as for the portfolio of legal entities (location of infrastructure and sector-specific characteristics such as energy/services, agriculture, oil and gas or mining).

Liquidity risk:

moderate.

The impact on short-term liquidity risk is not considered material, as it is considered in the habitual mechanisms for managing short-term liquidity risk. In the medium/long term it may have some additional impact on the Bank's liabilities (if companies or households are impacted by weather risks that may affect their cash flow generation and result in a decrease of deposits in financial institutions), but it is not currently considered material.

Market risk:

CaixaBank's market risk profile is low. The main objective of the trading book is to manage the market risk of client transactions, mainly derivatives on market underlyings. The bond and stock portfolio is very small and has a very high turnover. Given the immaterial amounts, the impact of ESG risks on market risk is considered to be low. The risk is also mitigated by the inclusion of the fixed-income and equity portfolio in the Sustainability Risk Policy.

Operational risk:

The residual risk for damage to the bank's physical assets or other impacts that affect service continuity is considered low. Transition climate risk arising from the legal and conduct-compliance risk associated with investments and credit exposure to carbon-intensive businesses, as well as the definition and marketing of sustainable products, may be higher in the medium term due to increased regulatory expectations and market sensitivity, in a context where the quality of information and methodologies is still at an early stage, and may also lead to current decisions being perceived significantly differently in the future.

All this implies a very contained impact in the short term (low materiality). It is somewhat higher in the medium term (medium-low materiality of transition risks, and low materiality of physical risks) and higher in the long term due to the growing impact of possible extreme weather events (medium-low materiality of physical risks) and a context of greater regulatory requirements and regulatory expectations and those of external stakeholders and growing marketing of products and services and issuance of bonds associated with sustainability, with possible associated claims/lawsuits that would begin to arise, although the potential loss for the Entity would materialise with a lag of several years.

Reputational risk:

Reputational risk is mainly linked to the perception of interest groups regarding CaixaBank's non-significant contribution to the decarbonisation of the economy or financing of sectors or companies with relevant ESG disputes. The peculiarity of reputational risk is that isolated events, such as news in the media, can have a certain impact. Therefore, in the short term, there is an inherent risk due to the sensitivity and relevance of these aspects, but the residual risk is considered not to be material due to the control environment in place. In the medium and long term, the risk increases due to the demands of transition processes, which imply a higher likelihood of poor stakeholder perception.

Business profitability risk

CaixaBank's business environment and profitability may be affected mainly by transition risk (changes in policies, legislation and regulation aimed at decarbonising the economy, changes in market sentiment, loss of market share to the detriment of environmentally sustainable financial products, etc.). CaixaBank is actively managing this risk through its strategic positioning by means of the Sustainable Banking Plan and the search for business opportunities related to the transition, among others. This management mitigates the risk, so materiality is considered to be medium-low.

> CLIMATE RISK ANALYSIS MATRIX - ORDERLY TRANSITION SCENARIO

Transition risks Physical risks
ST MT LT ST MT LT
CIB segment œ 6 1
Business segment 0 1 O O
Credit risk Mortgage segment O O 0 O
Consumption segment 0 0 0 0 C 0
Other operational Market 0 0 0 6 0 0
Operational O O 0 O O
Reputational 0 0 O 0 0
Liquidity 0 0 0 0 0 0
Business/strategic 0 O O O O
Low risk @ Medium-low risk Average risk · Medium-high risk · High risk
ST. Short term (up to 4 years) MT. Medium term (4 to 10 years) LT. Long term (over 10 years)

In addition, the results of the risk analysis in the disorderly transition scenario and the Hot House World scenario are presented.

> CLIMATE RISK ANALYSIS MATRIX - DISORDERLY TRANSITION SCENARIO > CLIMATE RISK ANALYSIS MATRIX - HOT HOUSE WORLD TRANSITION

Transition risks Physical risks
ST MT LT ST MT LT
CIB segment 0 0 O 0
Business segment 0 O 0
Credit risk Mortgage segment 0 0 O 0 0 1
Consumption segment 0 0 0 0 0 0
Market 0 0 0 0 0 C
Operational 0 O O 0 6 0
Other operational Reputational 8 0 0 0 @ 0
Liquidity 0 0 0 @
Business/strategic O 0 C 0 @ 6
Low risk · Medium-low risk · Average risk · Medium-high risk · High risk
CT Clause Aminan large la reacher di comment AAT BA Linceline (A 10 IT I www.redoming. Dice rown 40 a revenuel

SCENARIO

Transition risks Physical risks
ST MT LT ST MT LT
CIB segment 8 O 0 3
Business segment @ 0 0 O
Credit risk Mortgage segment 0 0 O 0 0
Consumption segment 0 O 0 0 0 0
ther operational Market 0 0 0 0 0 0
Operational 0 0 O 0 0
Reputational 6 0 0 0 0 0
Liquidity 6 0 0 0 0
Business/strategic 0 O O 0 C 0
Cowrisk · Medium-low risk · Average risk · Medium-high risk · High risk

Identification and assessment of other non-climate change environmental risks

The analysis of environmental risks not arising from climate change has focused on the impacts on nature (loss of biodiversity, water, deforestation, pollution, etc.). This analysis is considered of particular relevance given the close relationship with climate change and the transition to a decarbonised economy.

The analysis of environmental risks not arising from climate change has focused on the impacts on nature.

To perform this analysis, a methodology similar to that used to analyse climate risk analysis has been used, in which a distinction is made between physical and transition risks, related respectively to the direct impact of damage to nature and the fight to avoid it.

Both kinds of risk have an impact on the main prudential risks.

Source: NGFS Occasional Paper, "Central banking and supervision in the biosphere: An agenda for action on biodiversity loss, financial risk and system stability. Final Report on the NGFS-INSPIRE Study Group on Biodiversity and Financial Stability".

2023 Consolidated Management Report

Under these criteria, it is considered that the main impacts of other environmental risks, and specifically the impacts on nature, are concentrated in the medium and long term in the legal entities portfolio, together with reputational risks.

Credit risk:

The impact is particularly relevant in corporate and business credit portfolios, affecting sectors dependent on natural capital (agriculture), primary sectors (food, construction, energy, transport) and those with the greatest negative impact on biodiversity (extractive and energy).

Nature can impact credit risk through 5 drivers: Changes in land use, use and exploitation of natural resources, climate change, pollution and invasive species.

Market risk:

Market risk is not material due to the small size of CaixaBank's bond and share portfolio.

Liquidity risk:

The liquidity risk is not considered material on the short term. In the medium/long term, it may have an additional impact on liabilities, but it is currently considered immaterial.

Operational risk:

The risk for damage that affects service continuity is considered low.

Reputational risk:

Reputational risk is considered material in all time horizons. This is linked to the perception by stakeholders that CaixaBank does not contribute to mitigating risks of nature or to the financing of customers with relevant issues, with the particularity that isolated events may have a certain impact.

Business profitability risk

CaixaBank's business environment and its profitability can be affected mainly by the transition risk. The risk is being actively managed through its strategic positioning by means of the Sustainable Banking Plan and the search for business opportunities related to the transition.

> OTHER ENVIRONMENTAL RISK ANALYSIS MATRIX: NATURE

Transition risks Physical risks
ST MT LT ST MT LT
CIB segment O 0
Business segment 0
Credit risk Mortgage segment 0 8 C O
Consumption segment 0 0 0 0 0
Other operational Market 0 0 0 3
Operational 0 œ 0 2
Reputational 0
Liquidity O 3 O C
Business/strategic O O 0 O
Low risk · Medium-low risk Average risk · Medium-high risk C High risk
ST. Short term (up to 4 years) MT. Medium term (4 to 10 years) LT. Long term (over 10 years)

Following the assessment of these risks and given their lesser materiality, the phased deployment of ESG risk management at CaixaBank has prioritised climate risks as detailed in the Climate risk management section. In future phases, a more in-depth analysis will be conducted on nature-related risks, which are, however, already being actively managed through various levers:

> Incorporation of environmental risks in the risk acceptance processes through the application of the Corporate Sustainability/ESG Risk Management Policy.

The environmental risks covered by CaixaBank's Corporate Sustainability/ESG Risk Management Policy include natural heritage and biodiversity. CaixaBank recognises that its customers' economic activities may have substantial impacts on areas of high biodiversity value, sensitive ecosystems, areas susceptible to water stress, or national and internationally protected areas. Consequently, the Entity includes this consideration in its sustainability risk management, with the aim of minimising the impact of its portfolio on the natural environment. Further details on the Policy are included in the following section.

  • Application of the Equator Principles to certain operations with potential environmental and social risks, including those related to human rights, climate change and biodiversity.

  • Management and disclosure of climate risks and opportunities: CaixaBank aims to align disclosure on nature-related risks and opportunities according to the recommendations of the Taskforce on Nature-related Financial Disclosure (TNFD).

See section "Environment and Climate - Nature"

Identification of social risks

The materiality of social risks on credit, operational market, reputational, liquidity and business profitability risks has also been assessed.

The main impacts of social risks are concentrated in the legal entity portfolio for credit risk and reputational risk:

> MATRIX OF SOCIAL RISK ANALYSIS

Identification of Governance Risks

In addition, the materiality of governance risks on the same risks has been assessed. In this case, the main impacts are concentrated in the corporate credit and corporate portfolios, for credit risk and reputational risk:

> GOVERNANCE ANALYSIS MATRIX

Governance risks
CP NP LP
CIB segment 0 0 O
Business segment 0 O 0
Credit risk Mortgage segment N/A N/A N/A
Consumption segment N/A N/A N/A
Market 0 0 0
Operational 0 0 O
Other operational Reputational 0 0 0
Liquidity 0 0 0
Business/strategic 0 3 0
Low risk
· Medium-low risk
· Average risk · Medium-high risk · High risk
ST. Short term (up to 4 years) MT. Medium term (4 to 10 years) LT. Long term (over 10 years)

1 Some principles are published:

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Sostenibilidad/Principios-Gestion-Riesgos-ASG.pdf

2 The Policy is of a corporate nature; therefore, the Group companies more subject thereto have adhered to it or, where applicable, have approved their own policy, such as Banco BPI, VidaCaixa and CaixaBank Asset Management.

Sustainability risk management (ESG)

In relation to sustainability risk management, CaixaBank has a Corporate Sustainability/ ESG Risk Management Policy. CaixaBank is also carrying out the actions indicated below with the aim of integrating ESG risks into the general management of the organisation's risks.

Corporate policy on sustainability/ESG risk management

In 2022, the Board of Directors approved the Corporate Policy on Sustainability/ESG Risk Management1 , which consolidated the previous Environmental Risk Management Policy and Corporate Policy on Relations with the Defence Sector. The Policy is in the process of updating.

The Corporate ESG/Sustainability Risk Management Policy2 regulates the management of ESG risks, in the processes of admission, approval of credit financing operations and monitoring. Its main core lines of action are as follows:

01. Defining and managing an internal ESG risk management plan in line with the Group's
strategy.
02. Defining and managing the implementation of a framework of admission, monitoring and
mitigation policies to maintain a risk profile in line with this strategy.
03. Developing the ESG risk analysis tools necessary for decision-making in client admission and
risk concession processes, whether in corporate or project format.
04. Monitoring actions and operations with a potential significant impact on ESG risks.
05. Incentivising ESG risk mitigation practices in the portfolios under the scope of this Policy or
other types of actions (such as, inter alia, the issuance of green and social bonds).
06. Promoting the development of systems for identifying, marking transactions for and
measuring exposure to ESG risks, in accordance with the evolution of the regulatory
framework, social sensitivity to these risks and best practices in the market.
07. Assigning roles linked to ESG risk management in the current organisational structure, with
the necessary segregation of functions to maintain independence between the areas
responsible for the processes of defining strategy, analysis and approval of operations and
monitoring and control of these risks.

08. Establishing a system of powers for the admission of ESG risks, which allows them to be incorporated in an agile but rigorous manner into the ordinary decision-making processes, according to the scope of this document.

This policy establishes general and sectoral exclusions linked to activities that may have a significant impact on human rights, the environment and the climate, in which CaixaBank will not assume credit risk. General exclusions apply to all customers, while sectoral exclusions apply to certain activities in the defence, energy, mining, infrastructure and agriculture, fisheries, livestock and forestry sectors.

For the energy sector, the following financing1 restrictions stand out:

Oil Gas
Companies with revenues >50% from exploration,
extraction, transportation, refining, coking and oil
fired power generation, unless they promote
energy transition with a robust transition strategy
or operations are geared towards financing
renewables.
Companies with income >50% from exploration,
extraction/production, liquefaction, transport,
regasification, storage and electricity generation
with natural gas, unless they promote the energy
transition with a solid transition strategy or
operations are aimed at financing renewable
energies.

Operations requested by new or existing customers, with medium-term maturity dates, the purpose of which is exploration, extraction, transport, refinery, coking plants or generating energy from oil.

Operations requested by new or existing customers, with long-term maturity dates, the purpose of which is the exploration, extraction, liquefaction, transport, regasification, storage or generation of electricity with natural gas.

For the coal sector, the restrictions included in the current Policy do not yet correspond to the Entity's current restrictions following the publication of the 2030 coal phase-out2 , although the phase-out is being included in the process of updating the Policy.

See section "Environment and climate - Climate change"

In addition, CaixaBank will not assume credit risk in new projects related to:

  • oil and gas exploration and production in the Arctic region;

  • tar sands;

  • extraction by fracking;

  • construction, development or expansion of coal-fired power plants;

  • coal extraction involving the removal of mountain tops;

  • construction, development or expansion of nuclear power plants.

The scope of the policy affects: (i) the admission for ESG risks of new customers and new operations, credit and guarantee renewals and renegotiations, as well as other financing, such as factoring or reverse factoring; (ii) the purchase of fixed and variable income; and (iii) investment in companies through the investee portfolio.

1 In addition to the intrinsic constraints on financing for these sectors in order to meet the decarbonisation targets set out in the NZBA framework.

2 CaixaBank will withdraw from financing companies related to thermal coal (customers whose income from thermal coal mining and/or thermal coal-based power generation represents more than 5% of their total income), reducing its exposure to zero until 2030.

ESG risk assessment in the customer and credit acceptance process

ESG risk analysis is integrated into the customer onboarding process (ESG onboarding) and credit approval process, for all customers and operations under the scope of the Corporate Sustainability/ ESG Risk Management Policy. The granting process will include, where applicable, the analysis of environmental, social and governance risk factors of both the customer and the transaction.

  • a. In the customer onboarding process, an analysis of the ESG risk of customers is carried out to determine whether or not they comply with the criteria of this Policy relating to Human Rights, Health and Safety Policies, with a special focus on defence.
  • b. In the credit approval process, an analysis of the ESG risks associated with the customer's activity is carried out, which complements that carried out in the customer onboarding process and aims to ensure compliance with the Policy. If the financing is intended for specific projects, an assessment is carried out according to the type of asset to be financed.

The analysis takes into account environmental, social and governance risk, which incorporates aspects related to the company's ESG control environment, the existence or not of ESG controversies, decarbonisation strategy, as well as compliance with the Equator Principles where applicable. In other words, a holistic due diligence analysis is carried out of customers with an ESG vision.

For all customers and projects analysed, it is assessed whether environmental mitigation actions are in place to minimise or mitigate the environmental impacts arising from the activities.

To complete this analysis, information is consulted through public sources and external ESG information providers, especially for information on severe disputes in the criteria subject to exclusion in this Policy. In addition, a Disputes Working Group made up of ESG experts and the Reputational Risk Service has been set up.

If, during the analysis process, insufficient evidence is found to answer the various questions or if clarification with the customer is necessary, additional documentation or a signed statement from the customer may be requested, taking into account criteria of materiality and proportionality.

As a result of the ESG risk assessments, CaixaBank may determine a sanction that will be decisive for the onboarding of the customer (ESG Onboarding) and also for the granting of risk to customers or project financing (Environmental Risk Report).

The admission process analyses the decarbonisation strategies of customers with high environmental risk. Having objectives published and verified in the SBTi strengthens their public responsibility; therefore, consideration is given to whether customers have published or are in the process of publishing a decarbonisation strategy in line with the Paris Agreements according to the SBTi. More customers with objectives verified by SBTi will help the setting of targets and sectoral decarbonisation paths being more aligned to us.

Since the approval of the Corporate Sustainability/ ESG risk management policy, CaixaBank has been carrying out various processes for its implementation in the area of onboarding and approval, among others. In this regard, in addition to the integration of ESG factors in the onboarding and approval process, CaixaBank is carrying out various actions to verify compliance with the ESG risk management commitments assumed in the Policy in relation to the existing loan portfolio, including:

  • The analysis of its customer portfolio, focusing on those with higher inherent ESG risk to comply with ESG risk management commitments and, especially, of those exclusions envisaged in the Policy related to the defence sector, high environmental risk or human rights (including workers' health and safety), among others. With regard to the last point, a holistic due diligence analysis of customers with an ESG vision is being carried out.

  • A prioritisation exercise of the customers in its portfolio, starting with customers linked to the defence sector and customers with tax domicile in high-risk countries from a sustainability perspective.

Management of ESG disputes

In 2023 CaixaBank approved a new circuit for intra-CaixaBank Group coordination in relation to serious ESG controversies linked to companies with which the Group has or seeks to have a position and which could potentially involve a violation of the Corporate Sustainability Risk Management Policy or other policies.

To this end, a delegated Working Group of the Sustainability Committee has been set up to analyse and give an opinion on the seriousness of the potential violation. Alerts on potential controversies may come from external or internal sources.

This Working Group analyses any alert that corresponds to issuers with which CaixaBank has an active position on its own account (investments); has a contractual relationship; is a customer or is in the process of studying and/or is in the active positions of customers with advised portfolios. Following this analysis, the Working Group decides or submits for decision to the Sustainability Committee (or Management Committee) the seriousness of the controversy and proposes response strategies for each of the Group's Units with a position in the company related to the controversy.

Equator Principles

The Equator Principles were established to identify, assess and manage potential environmental and social risks, including those related to Human Rights, climate change and biodiversity.

Scope

  • Project finance and project finance advisory services where total project capital costs are US\$10 million or more.

  • Project-related corporate loans with a total aggregate loan amount of at least US\$50 million and an individual commitment by CaixaBank of at least US\$50 million, and a loan term of at least two years.

  • Bonds linked to projects in an amount of at least US\$10 million.

  • Bridge Loans with a term of less than two years that are intended to be refinanced by project finance or a project-related corporate loan that meet the aforementioned criteria.

  • Refinancing and acquisition of Projects provided that they meet certain requirements (the original project was financed under the Equator Principles,

there being no material changes in the scope of the project and it had not yet been completed when signing the facility).

CaixaBank voluntarily applies this procedure to syndicated operations with a term of 3 years or more and when CaixaBank's individual commitment is between €7 million and €35 million. The procedure also applies to other operations to finance investment projects with a minimum term of 3 years and a minimum amount of €5 million when the holder is a medium-sized, large or very large legal entity.

Scope

  • Projects with high and irreversible risks and potential impact, where it is not deemed possible to establish a viable action plan, or projects that contravene the Bank's corporate values, are rejected.

  • In other instances, an independent expert is appointed to evaluate each borrower's social and environmental management plan and system. The projects are classified into categories A, B and C depending on the potential risks and impacts detected during the due diligence process, which involves teams from the sales and risk areas and external experts.

In 2023, the Bank financed 10 projects for a total investment of €7,949 M, with a stake of €841 M. The assessment carried out to categorise the projects was performed with the support of an independent expert.

The operations financed are shown in the following table:

2023 2022
Units €M Units €M
Category A1 3 346 1 536
Category B2 3 225 2 439
Category C3 4 270 4 311
Total 10 841 7 1,286

1 Projects with significant potential environmental/social impacts.

2 Projects with limited and easily mitigated potential ESG impacts.

3 Projects with minimal or no adverse social or environmental impacts, including certain projects of financial intermediaries with minimal or no risks.

Climate Risk Management

Based on the assessment of the materiality of ESG risks in their interrelation with traditional risks, the phased deployment of ESG risk management at CaixaBank has prioritised climate risks. However, as explained beforehand, environmental, social and governance risks are assessed in the risk admission processes as they are included in the Corporate Sustainability/ESG Risk Management Policy, as well as in other corporate principles and policies.

CaixaBank's climate risk management and analysis is in accordance with best market practices, the regulatory framework, the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the Non-financial reporting Directive (NFRD).

The supervisory expectations for risk management and risk communication in the European Central Bank's (ECB) Guide on climate-related and environmental risks of November 2020 are also particularly relevant, and action plans and implementation schedules have been established to ensure that their processes are aligned with supervisory expectations.

Scenario measurement and analysis framework

Qualitative scenario analysis and climate stress exercises

CaixaBank conducts qualitative scenario analyses for climate risks in the form of heat maps.

For transition risk, the qualitative analysis focuses on identifying the segments potentially most affected by the transition risk in sectors with portfolio material risks. Specifically, the analysis to date has been conducted for the most intensive sectors in emissions: energy (oil and gas, and electricity), transport, construction, cement, iron and steel, aluminium and agricultural sectors, identifying the greatest impacts by studying the main risk variables and establishing heat maps for different time horizons (2025, 2030, 2040 and 2050) for transition scenarios compatible with the Entity's decarbonisation commitments (1.5ºC scenarios in geographies committed to zero net emissions in 2050). The heat maps for these sectors incorporate a granular analysis by activity at NACE level within each sector's value chain.

With regard to the assessment of physical risks derived from climate change, and given that Spain is one of the

regions of Europe that will potentially be more affected by the physical risks of climate change, a qualitative analysis has been carried out on the mortgage portfolio and the portfolio of legal entities according to the customers' economic activity. The impact on the mortgage portfolio is considered to be of low materiality, given that mortgage guarantees are mainly located in low risk areas (urban environment). As for the effect of the climate events on the companies' financial statements, the probability of which depends on the location of production centres and the nature of the activity, the most impacted sectors are agriculture (droughts), construction (heat waves) and transport (coastal floods). Among the most exposed sectors in CaixaBank, construction is the one most subject to physical risks. The quantitative analyses carried out on these portfolios confirm the conclusions of the qualitative analysis.

In 2023 the EBA published the final templates that will be used to collect climaterelated data from European Union (EU) banks, in the context of the one-off analysis of the Fit-for-55 climate risk scenario. Its aim is to assess the resilience of the EU banking system to the potential impact of climate risks, in line with the mandate of the European Commission in the area of its Renewable Sustainable Finance Strategy.

At the same time, extreme operational risk scenarios have been developed that are linked to physical risk, assessing the potential damage of certain meteorological events to material assets; and transitional risks, through potential fines for non-compliance with sustainability disclosure regulations, both resulting in a limited impact.

> TRANSITION RISKS BY SECTOR1

1 The sectoral view may differ from other published sectoral views given the particular methodological choices for each analysis.

Development of a quantitative framework for measurement and monitoring

The quantitative analysis exercises, carried out as part of the UNEP FI pilot (TCFD Banking Pilot) and using the predictions of the REMIND model of the Potsdam Institute for Climate Impact Research (PIK) and the Integrated Assessment Models (IAM) model, have been taken as the basis for the recurrent deployment of climate risk analysis in the Entity.

CaixaBank has developed a framework for measuring both physical and transitional climate risks, and it started to integrate it into its monitoring of the lending portfolio in 2022. This framework is a basis for future developments, such as the quantification of the economic capital requirements related to these risks. The measurement framework covers a wide range of physical risks, including forest fires, river and coastal flooding, droughts and heat waves. It also takes into account the impact of the occurrence of these events on the value of mortgage guarantees and on the economic activity of customers. It also addresses the transitional risk

in the credit quality of companies, considering the carbon emissions, prices, decarbonisation pathways and investments required for the transition, as well as the impact of an increase of production costs on the turnover and margins. Lastly, the framework includes a tool for quantifying the impact of the transition on mortgage guarantees, assuming that less energy-efficient properties will be less attractive in the future.

The risks associated with climate change are intrinsically uncertain. These will depend, among other factors, on the policies adopted at the global level. They are

also noted for a long-term time horizon. In addition, its modelling cannot be based solely on historical experience and, therefore, will be based on prospective tools. In this context, the measurement framework has been built to analyse diverse scenarios and long-time horizons.

Data source used in the measurement

CaixaBank is currently using various data sources to measure the risks associated with the climate and environment:

Customer information:

  • Internal at counterparty level. Customer information is compiled in the admission process, by means of a questionnaire that mainly covers the carbon footprint, ESG information relating to sectoral and general exclusions, climate transition plans, impact assessments and associated mitigation plans.

  • Internal, at the level of physical assets, mainly: 1) Project finance, asset finance and corporate projects, where environmental due diligence is conducted to assess the project's environmental impact; and 2) the new mortgage business, where energy performance certificates (EPCs) are obtained.

  • Public: reports published by customers and information available on any environmental lawsuits are studied.

External supplier data:

  • ESG rating agencies.

  • Provided by public bodies/research institutes, such as UNEP FI (United Nations Environment Programme Finance Initiative), IPCC (Intergovernmental Panel on Climate Change), IEA (International Energy Agency), PIK (Potsdam Institute for Climate Impact Research) and the INE (National Statistics Institute).

CaixaBank has identified data availability as one of the main working points to strengthen sustainability risk analyses. As part of the Sustainability Master Plan, a comprehensive project involving a sustainability data model is being developed, which focuses on the need for sustainability data at the corporate level. In addition to the system's improvements achieved within the scope of the data model, other initiatives have been carried out to obtain massive data from databases/external suppliers, such as obtaining energy efficiency certificates (EPCs) from the stock of properties in the real estate portfolio, including the use of proxies in cases where EPCs do not exist or are not available.

Climate risk metrics

Since 2022, climate risk metrics are monitored, with a metric being incorporated into the RAF1 that aims to monitor the concentration of the portfolio in carbonintensive sectors of the corporate segment, without prejudice to other key indicators that are internally monitored as a complement of the RAF.

In addition to monitoring financed emissions, decarbonisation and sustainable mobilisation metrics, the Company monitors the following climate risk metrics every six months:

  • Exposures subject to transition risk by intensive sector

  • Energy efficiency of the mortgage portfolio

  • Exposures to the 20 leading carbon-intensive companies

  • Exposures subject to physical risk

  • Other actions to mitigate climate change that are not covered in the EU taxonomy

1It is a comprehensive and forward-looking tool, with a structural nature, used by the Board of Directors to determine the types and thresholds of risk (risk appetite) it is willing to assume to achieve the Group's strategic objectives. These objectives are formalised through qualitative statements regarding risk appetite, as expressed by the Board of Directors, and the metrics and thresholds that allow the activity's development to be monitored for the different risks in the corporate catalogue.

2023 Consolidated Management Report

Reputation

Reputation, a lever for trust and commitment for CaixaBank.

CaixaBank understands corporate reputation as one of the main pillars in building the trust among stakeholders towards the Entity. Therefore, reputation management is a strategic area that allows the Entity to strengthen its commitment to a business model that is social, responsible and close to its customers.

CaixaBank Group's commitment is materialised in a Corporate Communication Policy, which ensures implementing a communication and relationship model with stakeholders that is transparent and of top quality and maximum reach in relation to them and that allows maintaining the Group's reputation at optimal levels. In this context, the corporate communication strategy includes the following main areas of action:

  • Professional, centralised management, in line with the specific communication procedures and protocols.

  • Ongoing relationship with the media and the use of digital channels.

  • Monitoring, measuring and oversight of the communication channels.

Furthermore, the CaixaBank has a new Corporate Reputational Risk Policy in place, which includes the following main areas of action:

  • Boosting reputation.

  • Preventive management of reputational risk.

  • Establishment of reputational objectives, for which it has specific measurement, monitoring and control indicators.

Specifically, CaixaBank has developed its own model for the measurement of reputation, the CaixaBank Global Reputation Index (GRI), which is part of the Strategic Plan and the Risk Appetite Framework. The GRI quantifies CaixaBank's reputation and reputational risk, integrating the perceptions of the main stakeholders on key values and reputational aspects.

Throughout 2023, progress has been made in the development and improvement of this model, as well as in the model for calculating the impact of reputational risk on economic capital.

> ASSESSING REPUTATION - GLOBAL REPUTATION INDEX (GRI)

Reputational Risk Response Service (RRRS)

The Reputational Risk Response Service (RRRS) is an internal service managed that contributes to compliance with the Corporate Reputational Risk Management Policy, providing support to the commercial network and other corporate departments.

The SARR analyses queries about potential operations that may infringe on codes of conduct or which could have an effect on CaixaBank's reputation. Both internal expert judgement and external tools provided by reputational risk analysis providers and other consultants are used for the analysis. RRRS activity is regularly reported to the Reputational Risk Committee. During 2023, 284 enquiries were processed.

> TYPES OF ENQUIRIES HANDLED BY THE RRRS IN 2023

39%

■ Other enquiries

12%

  • Controversial sectors with framework for action
  • 13% ■ Persons
  • investigated/sanctioned 8%
  • Protocol in tax havens 10%
  • Product Committee
  • 18%

■ ESG sectors (defence and ESG policies)

In 2023, 284 queries were resolved, 18% of which were related to CaixaBank's Corporate policy for managing sustainability/ESG risks, which includes human rights, environment, energy and other ESG sectors, and the rest to customers and operations with a potential reputational impact

05. Value creation model

  • Business model [PAGE 204]

    • Retail Banking:private, premier and business [PAGE 205]

    • Private banking [PAGE 13]

    • Business Banking [PAGE 217]

    • > Corporate & Institutional Banking [PAGE 22]
    • Distribution model [PAGE 25]

    • Product design [PAGE 235]

  • Sustainable business [PAGE 236]

    • Mobilising sustainable finance [PAGE 236]

    • Responsible Investment [PAGE 246]

    • Green taxonomy [PAGE 261]

    • Indices and ratings [PAGE 269]

  • Technology and digitisation [PAGE 273]

    • Technological infrastructure [PAGE 274]

    • Implementation of new technologies [PAGEError! Bookmark not defined.

> BASED ON OUR STRENGTHS > WITH SPECIALISED MANAGEMENT

1

Business model

Individual customers who have carried out one more logins in Now, imagin or other CaixaBank apps (Pay, Sign) in the last 6 months.

Retail Banking: private, premier and business

The value proposition of Retail Banking is based on an offer that is

Innovative, personalised and unique:

Each customer profile is offered the best solution, adapted to their needs, and through strategic agreements with other leading companies in their segments.

Omnichannel:

We are committed to a relationship model where the customer can choose how they want to interact, with digital and remote tools and a wide network of branches.

Focused on the customer's 4 experiences

  • Day to day: Making the customer's day-to-day life easier by offering our services quickly and easily whenever they are required.

  • Enjoying life: Making financing easier for customers to help their current and future dreams and projects become reality.

  • Peace of mind: Being by our customers' side to take care of what is important to them and help them protect it.

  • Thinking about the future: helping our customers plan their savings and face their future with total security.

  • See section "Customer experience"

Improvement of digital and remote relationship models

Different omniexperience tools are offered to make the manager/customer relationship easier:

My Manager is the digital connection between the manager and the customer

Confirmed appointment to hold interviews with managers.

6.3 M 9.5 M 512,961

→ Customers who have used My Manager

→ Scheduled appointments

→ Logs for the button "I am here now"

The Meeter app automatically notifies the manager that their customer has arrived at the branch.

0.9 M

→ Customers registered in the Meeter app

The Wall, in our online banking as an agile and secure means of communication.

3.2 M €0.6 M

  • → Customers who use the Wall → WhatsApp Wall registration

WhatsApp Wall, a new communication channel that facilitates the Manager-Customer relationship

11.5 M 71%

→ WhatsApp Wall messages sent → From customers

Personal Banking

Individual customers with a position of up to 60,000 euros

Milestones of 2023

  • Launch of the CaixaBank Online Account with 100% online transactions and no fees. In addition, the traditional offer of the CaixaBank account (Day to Day) remains, improving access so that customers can enjoy the free use of basic services.

  • Mortgages: Promoting mortgage activity, in a challenging environment of interest rates, through levers such as signing agreements with Autonomous Communities for the granting of mortgages to young people, and the deployment of improvements in internal and digital tools both for price and rating operations, which has enabled us to achieve a production of €8.9 billion.

  • Commitment to sustainability1 : Consolidation of the range of financing offered for solar panels in single-family homes and businesses and for selfemployed workers and micro-enterprises, with an extension of the commercial offer for facilities with the highest number of panels and the boosting of electricity storage batteries.

  • Mobility: We have retained our continuous offer of leasing and financing of used vehicles, enhancing the offer for sustainable vehicles. At the close of 2023, 6,408 leasing transactions (36.7% of the total) for the leasing of sustainable vehicles (electric and plug-in hybrids) had been signed. The financing of used vehicles has increased by 120% to 5,666 operations.

  • &gt; Protection: CaixaBank has strengthened its MyBox proposal, MyBox Auto standing out with more than 290.000 policies sold, along with MyBox Jubilación with more than 157,000. In addition, the protection proposal has been expanded by adding new features to MyBox Hogar insurance with new optional coverage that increase the number of services and protection in the home, such as digital assistance or improving the coverage for civil liability, among others.

1 Sustainable business mobilisation is described in the "Sustainable Business" section.

> 1 M policies sold by MyBox in 2023

  • → Comprehensive and competitive protection solutions.
  • → Flat monthly rate.
  • → Fixed fee for 3 years.
  • → Exclusive coverage.

Main indicators

12.4 M 71.5%

  • → Linked customers* . 12.2 M in 2022
  • * All segments.

10 M 79.0%

→ Marketing MyCard cards. 9 M in 2022

8.1

- → Linked individual customers

  • → Customers with assigned adviser. 81.2% in 2022

2023 Consolidated Management Report

Business in Portugal - BPI Personal Banking

Personal Banking offers all channels (physical and digital) to its customers with the aim of meeting their needs and providing the best customer experience.

In 2023, BPI developed a consolidated and segmented offering for Individual Customers to promote greener consumption patterns, particularly in the areas of housing and sustainable mobility.

Milestones of 2023

  • Launch of new loans for housing at mixed interest rate (fixed and variable).

  • Consolidation of the offering of individual sales insurance by carrying out different training and dynamisation actions together with the commercial networks and availability of personal insurance for travel accidents.

  • Launch of the BPI's Benefits Programme, which contributes to improving the customer's experience, giving cashbacks to customers for purchases made with BPI's debit or credit cards in the brands and stores participating in the programme.

  • > Continuous improvement of services and products in digital channels

BPI is the leader in the adoption of Digital Banking by customers, with almost 1 million digital customers Best Digital Bank in Innovation and Transformation in Portugal 2023 Global Finance

Specialised value proposals

Private Banking has specialised value proposals that are adapted to the specific needs of customers, with the aim of offering the best experience, highlighting AgroBank and HolaBank.

AgroBank's services are aimed at all the customers in the agri-food sector, covering the entire value chain, i.e. production, processing and marketing.

  • > AGROBANK's PROPOSAL IS BASED ON 4 AREAS:
  • 01. The most complete range of products and services.
  • 02. Specialised branches and teams.
  • 03. Activities to boost the sector.
  • 04. Digital innovation and transformation of the sector.

Our mission to provide the best customer experience has led to an increased level of specialisation and customisation, and, as a result, the creation of specialised businesses / centres where expert managers offer the specific and customised financial advice services that our customers deserve

463,203 Customers 510,429 in 2022

1,150 Branches specialised in the agri-food sector

€28,441 M

Of new financing production for customers in the segment €29,479 M in 2022

Milestones of 2023

  • First edition of "AgroBank Tech Digital INNovation", an acceleration programme for start-ups, was launched to offer the sector the best technological solutions. In addition, 5 bimonthly reports are published on agrotech trends.

  • In relation to the Collaboration Agreement with the Ministry of Agriculture, Fisheries and Food, initiatives have been carried out aimed at:

    • Supporting rural women with a special focus on rural entrepreneurship.

    • Promoting the training and qualification of young people in the agri-food sector.

    • Accelerating the sector's transformation process in the field of innovation and the digitisation of the sector.

  • AgroBank Diversity Programme to promote the role of women in rural areas:

    • Launch of the "Crecemos juntas - Proyecto Mentoras Rurales" (We grow together-Rural Mentors Project), a professional development programme available to women entrepreneurs in rural areas.

    • Holding of the first National Meeting of Rural Women.

    • Business training for the women who won the Innovation Excellence Awards for Rural Women.

    • Microcredits programme for entrepreneurship projects of rural women with MicroBank.

  • Presentation of the two studies on the agrifood sector, dealing with issues such as: The situation and outlook for the Spanish agri-food sector, the production costs and the drought affecting the sector, the challenge of keeping the sector competitive despite the difficult economic situation and the rise of rural tourism in Spain as an opportunity for rural development.

  • XVI edition of the Entrepreneurs XXI Awards where, from the vertical Seed XXI, which rewards the best Start Up that helps to meet the challenges of the sector.

  • Cátedra AgroBank, in collaboration with the University of Lleida, has promoted the transmission of scientific and technical knowledge of the sector through conferences and awards.

  • AgroBank Chair "Women, Business and Rural Environment" in collaboration with the University of Castilla La Mancha, is carrying out research activities in the area of gender and rural areas; Training programmes aimed at women launching entrepreneurial initiatives; Meetings and events to raise awareness on issues related to gender equality.

  • The relationship with CaixaBank Dualiza is strengthened with the aim of uniting training and agriculture, and preparing future professionals in the sector through vocational training. Preparation of the report "Training Needs in Agrifood Vocational Education & Training," which includes the training needs of the agri-food sector.

  • AgroBank joins the board of the Basque Culinary Centre (BCC). As a result of this new alliance, two projects are being developed:

  • GastroXperience Programme. A gastronomic tour that brings a unique knowledge-sharing experience to different cities to increase awareness of new trends in gastronomy through BCC professionals.

  • Agro Promotion: Initiative aimed at raising awareness among young people in the Spanish agro-food sector, who through their work and projects are transforming the sector.

  • Holding of numerous events with more than 2,100 customers, including:

    • 9 AgroBank Seminars dealing with important topics such as the efficient use of water, innovation and digital transformation across the entire agri-food chain, and the key elements of sustainability, among others.

    • Presence at the leading industry fairs, which brought together more than 406,300 visitors, companies and professionals from the agricultural and fishing sectors.

HolaBank is CaixaBank's specialised programme aimed at international customers who spend long periods of time in Spain or who want to settle here.

HolaBank's value proposition consists of accompanying the international customer from their arrival in Spain and throughout their stay, offering comprehensive financial services that respond to their needs and make their day-to-day life as easy as possible.

HolaBank has a wide network of more than 200 specialised branches located in the main tourist areas and with employees specialising in international customers.

Milestones 2023

Digitisation of 100% of the registration processes of non-resident noncustomers and mortgage applications, which has enabled new customers to start their relationship with CaixaBank from their country.

295 HolaBank Branches

24/7 Online Banking in more than 20 languages

Specialist English telephone service

€4,482 M HolaBank customers mortgage portfolio

The HolaBank Account includes a package of financial services specifically designed for the international customer, as well as access to the HolaBank Club, which includes a range of free benefits and services, exclusive to account holders

Premier Banking

Individual customers with balances from €60,000 to €500,000 or paychecks over €4,000.

CaixaBank Premier Banking's value proposition consists of creating a relationship of trust with the customer to choose the Bank as their main financial provider.

This is an omnichannel and innovative offer, focused on the Premier Manager who accompanies and advises by offering solutions suited to the customers' needs.

The main lines of business are as follows: developing the value proposition, adapting the advisory services to the new economic environment, without ignoring the main role of the Personal Adviser in the relationship with the Premier Customer.

Milestones 2023

  • Boost sustainable business1 . CaixaBank fosters sustainability in all areas of its business, highlighting the value proposal of Premier Banking:

    • Introducing customer preferences in terms of sustainability as a key variable for advice.

    • Promoting the ongoing training of Premier Managers and new joiners, to

obtain the Sustainable Investment Certification.

  • Promoting the financing of solar panels and the acquisition of electric vehicles by helping people to generate their own energy and promoting sustainable mobility.

  • Launch of a new discretionary management portfolio, the Máster Renta Fija Portfolio. This portfolio invests 100% in a portfolio of highly diversified global fixed-income funds, which is classified under Article 8 under the SFDR Regulation.

See section "Responsible Investment"

  • > Preparation of material information on markets. We have worked on audio communications, a market flash podcast and notes from the Investment Strategy team, so that Premier customers are up to date with the market situation and the Bank's investment guidelines.
  • Awareness Talks. Specific talks have been held for Premier customers in all the territories, including new topics such as:

    • Talks to raise awareness about life insurance and protection. These are intended to help Premier customers reflect on how to protect the essential elements of their life.

    • Talks with experts to raise awareness of the importance of saving and help

customers to anticipate their main concerns about retirement.

Main indicators

Business in Portugal - BPI Premier Banking

Milestones 2023

  • Launch of new structured products.

  • New investment advisory service for customers, including:

    • Collection of sustainability preferences through digital channels.

    • Automatic availability of monitoring reports.

Businesses

Includes the self-employed, professionals and shops

The Business proposal is aimed at self-employed customers, professionals and retailers. It includes the comprehensive management of both businesses and their customers, and integrates all the solutions they need for their day-today business, business financing, safety and security, and their future.

We are committed to the consolidation of the specialist model, to be close to the customers, through 67 Business Store branches, exclusive branches for business customers and more than 2,400 Business Managers.

The focus of the business activity has been on attracting new customers, as well as continuing to improve customer advisory services, covering its main experiences: In their day-to-day operations, in financing their projects and investments, in protecting their businesses and in their future forecasts.

Positioning with a differential offer aimed at groups that demand personalised attention due to their specific needs: Food & Drinks, Pharma and Feel Good, which covers all sectors related to the wellbeing of families.

Milestones of 2023

  • It consolidates the commitment to an innovative offer around the Point of Sale Ecosystem: With products and services such as POS Smartphone, Tablet POS and point-of-sale financing (Buy now, pay later) that allow us to provide payment solutions adapted to each customer profile.

  • With promotion of digitalisation within the framework of the Digital Kit initiative, within the Next Generation EU aid programme, help has been provided to many of the more than 2,000 business customers in the processing of aid, making available to them different technological solutions aimed at digital transformation and improving competitiveness in any sector of activity.

  • > The Bank's commitment has been reinforced commitment and support to the Business segment with CaixaBank's presence as main sponsor at the most relevant sector events in Spain, such as Horeca Professional Expo, Infarma and SEVC Avepa.
  • > Consolidating the CaixaBank Self-Employed Professional Woman Award as a national benchmark, with more than 1,400 candidates submitting, in recognition of the contribution to society made by self-employed women.
  • Throughout the year, Specific Talks were held with the participation of more than 15,000 customers, where the main trends were reviewed from the hand of leading figures in each sector around five thematic axes: Innovation and Digitisation, Entrepreneurship, Management, Social Impact and Protection.

  • Update of the financing catalogue to better adapt it to the needs of business customers with specific lines for innovation, entrepreneurship, sustainable products and support for digitisation.

  • Launch of the POS smartphone application, which allows contactless payments to be accepted from your mobile phone, without the need for a dataphone.

  • Incorporation of new features in Android POS terminals, with two differential apps: bill and tip division, focused on the Food & Drinks community. Attracting 39,000 new business customers with the MyCommerce flat rate promotion.

Main indicators

44.0%
Penetration
among self-employed
workers 41.6% in 2022
31.3%
Share of outlets with turnover < €1M
31.5% in 2022
67
Business Store Centres
67 in 2022
2,427
Business managers2
2,575 in 2022
221,099 21,200
Customers in Food & Drinks Communities, Feel Good and Pharma Digital Kit Production

2 In 2023, the SME business is incorporated into the Corporate Banking segment.

Business in Portugal - BPI Business Banking

Milestones 2023

  • Launch of the DayOne segment1 .

  • Consolidation of the new instant credit product for companies.

  • Offer of prestige products dedicated exclusively to the business segment.

  • New features in BPI NET Empresas aimed at managing automatic POS terminals.

1 In Portugal, the DayOne proposal is integrated into the Business segment, unlike in Spain, where it is integrated into the corporate segment.

2023 Consolidated Management Report

Private Banking

Individual customers with a position of more than 500,000 euros.

We continue to drive the independent advisory model with Wealth, Independent Advisory, CaixaBank Wealth Management Luxembourg and OpenWealth.

Private Banking account has specialised teams, 1,096 Private Banking and Wealth accredited professionals with an average of 15 years' experience, and 85 exclusive centres that ensure customers always receive a friendly and personal service. Different service models are offered to customers, from traditional financial advice to independent advice and broker services.

Specialist proposals are offered in independent advice:

  • Independent Advisory: Value proposition for customers of between 1 and 4 million euros, with managers specialising in Private Banking centers.

  • Wealth: Value proposition for customers over 4 million euros, with 12 exclusive Wealth centres.

CaixaBank Wealth Management Luxembourg is part of the Group, the first bank in Luxembourg to provide exclusively independent advisory services.

Since 2022, CaixaBank has OpenWealth, the first bank in Spain to offer its customers Ultra High Net Worth (UHNW) a multifamily office service, regardless of where the customer has their assets.

Private Banking offers value propositions dedicated to groups that, by their nature, share the same asset management needs and objectives.

Milestones of 2023

  • Customer service quality is the priority for Private Banking, which is why in 2023 the operation in Private Banking centres has been reviewed and the customer interaction system has been strengthened, once the customermanager journey has been analysed. 71 Commercial workshops have been held with an impact on more than 879 Private Banking managers.

  • The Private Banking customer service is offered both from specialist centres and from the branch network through the Commercial Directors.In 2023, this role has been boosted on detecting a substantial improvement in customer satisfaction if they have a complete overview of CaixaBank's entire offer.

  • Promoting Discretionary Portfolio Management with the launch of the new range of SUV portfolios, Single Securities Selection, and the new Cartera Master Renta Fija.

  • CaixaBank Wealth Management Luxembourg exceeds €2,000 million managed.

  • OpenWealth, one and a half years after its launch, is already managing the assets of 26 customers.

Main Indicators

93.4 89.8%

NPS -
Private Banking Branch

Advisory customers.
91.4% in 2022
€136,183 M €27,693 M

In assets and securities under
management.
+16.7% compared to 2022

In discretionary management
of portfolios.
+12.2% compared to 2022
€22,791 M €14,145 M

Spain wealth balances.

Balances Independent

Advice Spain. €6,176 M 2022

+€4,216 M compared to 2022

Sustainable investment and philanthropy

CaixaBank customers have concerns and interests that go beyond strictly financial ones. CaixaBank is a pioneer in having specialised units that offer its Private Banking customers a comprehensive solution that responds to their needs with regard to philanthropy and responsible and impactful investment.To do this, it takes action in the following areas:

1. Sustainable and Impactful Investment

Private Banking, as a new feature this past year, has published sustainability notes every two weeks, with the aim of raising awareness and knowledge among its customers in relation to sustainability to promote responsible investment.

The sustainability notes include topics such as emissions on the planet, social inequality, alternative energy sources and climate change, among others.

Publication of the 2nd Annual Report Gama SI Impacto:

to inform customers about our commitment to people, society and the environment, giving real examples of the impact of our investments.

See section "Sustainable Business - Responsible Investment"

2. Charitable causes

CaixaBank provides its customers with permanent charitable projects.

€1.1 M raised

for different social causes

  • → #Ningúnhogarsinalimentos,
  • → Research against cancer,
  • → Child vaccination (GAVI) and
  • → Child poverty (Save the children).

3. Recognition dissemination and outreach

CaixaBank organises dissemination and training events led by specialists in different fields:

  • Sixth edition of the Private Banking Charity Awards: granted annually with the aim of highlighting the philanthropic projects carried out by CaixaBank customers. In 2023, 224 candidates working in areas such as research, education, integration of vulnerable groups and promotion of culture took park.

  • Philanthropy dialogue events: With the aim of stimulating and promoting philanthropy, CaixaBank contributes to analysing, disseminating and reflecting on this area.To that end, events are held with local philanthropists together with other interested parties and where the aim is to identify best practices and references that stimulate both the formation of alliances and the creation of new initiatives.

4. Personalised advice on philanthropy

CaixaBank helps to craft the best philanthropic strategy for its customers, taking into account their concerns, goals and resources, to generate the greatest impact at each stage of their engagement. Based on an analysis of personal characteristics, an action plan is created with the customer based on identifying good practices and benchmarks, establishing priorities, allocating the necessary resources and forming part of an ecosystem of philanthropic projects designed to generate synergies.

Business in Portugal - BPI Private Banking

It provides discretionary portfolio management and financial advice services to private customers with high equity. It has teams specialising in investment advice in order to provide the best customer experience.

Milestones 2023

  • Launch of BPI Wealth. It is a differentiating value proposal that involves independent financial advisory services for customers with higher financial investment power.

  • Reinforcement of the customer advisory service.

  • Consolidation of service quality through a new commercial system.

Broad recognition of BPI's Private Banking service during 2023

in Portugal 2023 Euromoney PWM (FT Group)

1 https://www.caixabank.com/es/sostenibilidad/practicas-responsables/valor-social-banca-privada.html

Business Banking

Business customers up to €500 M in turnover

CaixaBank Business has an exclusive model for looking after companies, having consolidated its position as the benchmark bank for this segment.

The high degree of specialisation in the teams allows for comprehensive customer management, offering specific products and services for companies, through the value proposal.

CaixaBank Business offers innovative solutions and specialised attention in 157 centres distributed throughout Spain, with more than 2,200 professionals providing advanced advice.

To adapt the services and products to the needs of customers as much as possible, exclusive centres are available depending on the sector or type of company:

  • Company Centres: look after legal entities with a turnover of between €2 and €500 million and have specialised teams to give the best advice.

  • SME Store Centres: manage legal persons who invoice less than €2 million with exclusive and personal attention from specialists who respond to their needs.

  • Real Estate Business Centres: offer real estate developers a broad range of products, tools and specialists for their real estate projects, both for sale and rental.

  • Day One Centres : specialised in providing service to start-ups, scale-ups and their investors, getting closer to their concerns, dynamics, needs and speed of development.

The increase in market share together with the financing for sustainable operations and projects has also been and will be one of the priorities of the segment to support the sustainable growth of companies. Similarly, the incorporation of sustainability into our commercial portfolio allows customers to be offered philanthropy programmes that have a strong social impact.

See the contribution to the mobilisation of sustainable finance in the "Sustainable Business" section.

Since January 2023, the company has been focusing on specialisation with the new SME business line with 73 specialised centres and more than 1,000 professionals providing service to this segment

Main Indicators

> SMEs

586

→ SME segment managers 597 in 2022

1 Includes 157 business centres and 73 SME stores

<-- PDF CHUNK SEPARATOR -->

2023 Consolidated Management Report

3 Y BIENESTAR O TRABAJO DECENTE
O Y CRECIMIENTO
FCON(mICO
11 COUNCUDES
SOSTING IS
-Wa M A 4

Milestones of 2023

  • Incorporation of new features for purchasing products and services through the deferred signature.

  • Improvement in guarantee operations through CaixaBankNow.

  • Launch of a new support service for the SME Stores.

  • Launch of the Engagement Plan, which consists of training on sustainability for companies.

  • Launch of the new POS Smartphone service. Service that allows you to use your mobile phone as if it were a POS terminal to collect card payments.

  • New carbon footprint calculator for legal entities.

  • 5 Virtual sessions of CaixaBank Talks on topics of interest to business customers.

  • 7th Women in Business Award to recognise female talent in the business sector.

  • Collaboration agreement with the CEOE to make a €35,000 million line of funding available to affiliated companies.

  • Renewal of the AENOR certifications for Corporate Banking (network of business centres) and Foreign Trade and Treasury Management.

  • Opening of the pilot business centre with the new layout in Madrid. This new model offers more customer service space.

Global Financing solutions

Five transactions have been signed under the umbrella of the "Added Value" fund in its first year of life, for an amount of €110 million. CaixaBank's "Added Value Fund" is the first of its type launched by the bank. Through this new financial product, companies will be able to access alternative financing for transactions of between 5 and 50 million euros, to be repaid within a maximum period of seven years.

  • Record year in Financing of Acquisitions of Business Banking with 26 transactions signed for almost €300 million of debt. Financing of acquisitions involves working with a financial or industrial partner on the structuring and execution of debt in the process of acquiring companies that are mostly Commercial Banking customers.

  • > Commercial Banking customers, with the help of a financial or industrial partner.

See the contribution to the mobilisation of sustainable finance in the "Sustainable Business" section.

Transactional banking

-

We have retained and consolidated our market leadership in Transaction Banking.

  • Commercial Lending and Leasing have been the engine of growth in Corporate Banking Investment.

  • The Company remains a benchmark in Foreign Trade, supporting companies in their internationalisation and participating in leading events and forums.

  • In the Treasury Management area, the income from hedging commodities has been diversified and doubled, helping its customers to have their costs controlled at times of high market uncertainty.

Continuous promotion of collaboration with Fundación "la Caixa" programmes, as part of the corporate responsibility of companies.

GAVI Programme for child vaccination

4,200 companies already participating in the programme

In the period 2008-2023

INCORPORA Jobs for people in vulnerable situations

178 companies contacted and derived

Business in Portugal - BPI Corporate Banking

Corporate banking is based on a close relationship with companies, which is why a specialised network adapted to the customers' needs has been made available to them. Among others, the business centres, the centres specialising in real estate business and Intouch Empresas stand out.

Milestones 2023

  • Renewal of the quality certification for the service offered by Corpoate Banking, awarded by AENOR. It is a recognition of the work carried out by the BPI segment.

  • Launch of the BPI Portal Apoios, an innovative and free tool that aggregates complete information on public, national and European incentives, enabling you to subscribe to alerts.

  • Launch of the second edition of "Acelerador de Sustentabilidade" a project created with the aim of supporting the sustainable transition of companies. It includes dynamic workshops, an academy with training content and the exchange of success stories.

Specialised value proposals

Business Banking has specialised value proposals that are adapted to the specific needs of customers, with the aim of offering the best experience.

CaixaBank Hotels & Tourism currently has a portfolio of total loans to the tourism sector of 8,300 million euros and nearly 12,000 customers. It is positioned as a benchmark for this business segment. Thanks to its specialisation in the tourism sector, CaixaBank has the capacity to quickly detect and adapt to its needs and to support these types of companies with the personalised service they require through a team of more than 30 professionals specialising in the hotel market and its more than 2,200 business consultants.

Milestones of 2023

  • CaixaBank has been present at the main events and tourist forums in Spain and its regions, supporting and driving the sector.

  • The Bank's commitment to promoting sustainable production remains unchanged. In 2023, the granting of sustainable credit to this sector has increased considerably.

CaixaBank Real Estate & Homes is the CaixaBank brand created to promote the Company's specialisation in the real estate development sector and consolidate the service it provides to companies in this sector, which is one of the main drivers of the Spanish economy. Under this brand, CaixaBank finances the construction of residential developments and supports the developer throughout the construction process from the start of the work until the homes are delivered to buyers, who are able to finance the properties through the subrogation of the developer loan. CaixaBank Real Estate & Homes provides coverage throughout Spain through a network of centres specialising in real estate business and more than 160 professionals, offering each customer an added value service recognised for its quality.

Milestones of 2023

> The Bank's commitment to promoting sustainable production remains unchanged. In 2023, more than €1,000 million was financed by green and social promotions". See section "Sustainable Business"

-

DayOne is a new concept in specialised banking to support the entire innovation ecosystem, including technology-based companies (startups, scale-ups...), investors and ecosystem agents, with activity in Spain and with high growth potential.

The Entity has 6 physical spaces that function as hubs where talent and capital meet, in Barcelona, Madrid, Valencia, Bilbao, Malaga and Zaragoza. The hubs serve as meeting points between founders of technology companies, partners helping them to grow their business, and investors interested in innovative companies with growth potential.

We have teams specialising in asset and tax management, investment banking, M&A and fundraising, and other top-down value proposals for the customers.

In addition to offering a specialised line of products and services for these customers, CaixaBank makes its network of contacts available to them in order to boost and promote the innovation economy through all its agents.

Meanwhile, DayOne has designed and is promoting a programme of networking initiatives tailored to entrepreneurs and investors.

Milestones of 2023

  • Consolidation as a financial partner of the innovation economy, with a fourfold increase in customers since 2017.

  • Opening of 3 new DayOne business positions, in Castilla y León, the Canary Islands and Catalonia to increase capillarity and provide coverage to the entire territory.

  • Boosting the financing of companies in the DayOne ecosystem.

Emprende XXI Awards

Since its inception in 2007, the initiative has invested €8.4 M in cash awards and actions to support entrepreneurs, benefiting over 400 companies

On 12 December, the call phase for the 17th edition of the PEXXI closed, where 1,056 companies applied. This initiative promoted by DayOne seeks to identify, recognise and guide newly created innovative companies with great growth potential. These awards are co-managed with the Ministry of Industry and Tourism in Spain and with BPI in Portugal.

> EDITION 2023

1,056

Participating companies in Spain and Portugal.

1,135 In 2022

€0.8 M

In awards (cash, international training and visibility) €0.8 M in 2022

2023 Consolidated Management Report

-

The awards have the backing of the Portugal's ANI, which have given an accessit for innovation. In 2023, an additional 2 accessits were granted: award Deeptech for the most disruptive technological innovation and award to the most sustainable company.

El PLANETA DEL MAÑANA (THE PLANET OF THE FUTURE).

Aimed at companies that provide solutions that help protect the planet and preserve natural resources and sustainable agriculture.

EL BIENESTAR DEL MAÑANA (THE WELFARE OF THE FUTURE).

Focused on projects based on the welfare of the public and the prevention of diseases.

EL TALENTO DEL MAÑANA (THE TALENT OF TH FUTURE).

Aimed at companies committed to the development of human talent, understanding that we live in a constantly evolving world of technology.

LAS CIUDADES DEL MAÑANA (THE CITIES OF THE FUTURE).

Aimed at value proposals with a focus on how to make the cities and towns we live in more sustainable, secure, connected and with adapted mobility.

LA ECONOMÍA DEL MAÑANA (THE ECONOMY OF THE FUTURE).

Focused on the crucial role that innovation and technology play in the transformation of all sectors.

EL DISFRUTE DEL MAÑANA (THE ENJOYMENT OF THE FUTURE).

Aimed at ideas and services that help transform people's experience during their leisure activities, whether in hotels, restaurants or leisure experiences in general. https://dayonecaixabank.es/wp-content/uploads/2022/06/Informe-Estudio-PremiosEmprendeXXI-2022.pdf

> LINES OF ACTION

1

DayOne has created a virtual community of entrepreneurs. DayOne Alumni XXI was created in an effort to help start-ups in their development by having the winners of the Awards exchange knowledge, ideas and experiences. It also aims to promote business opportunities and access to investment.

2

In addition, DayOne organises the Emprende XXI Investors Day with the aim of putting the award winners in contact with the investor ecosystem.

3

In collaboration with the IESE Innovation and Entrepreneurship Centre, the DayOne Iberian Startups Observatory aims to generate information and research on the start-up sector in Spain and Portugal. The 5th report for the 16th edition was published in June 2023.

Corporate & Institutional Banking

Corporate customers with a turnover of over €500 M, financial sponsors, institutions and international customers.

The CIB service integrates three business areas - Corporate Banking, International Banking and Institutional Banking - supported by highly specialised product teams such as Project Finance, Treasury and M&A, Capital Markets, Sustainable Finance & ESG Advisory1, Transactional Banking and Asset Finance & Structured Trade Finance.

Corporate Banking manages the relationship with national and international corporate clients with the objective of becoming their financial institution of reference. The following are main pillars of its purpose: the segmentation by business sector, a presence in Madrid, Barcelona and Bilbao and a differentiated offer of structured financing products. It also engages with multilateral bodies and entities, both domestic (such as ICO2 ) and international (IFC3 , BEI4 Group, among others) .

International Banking offers support to branch, CIB and Corporate Banking customers operating abroad and to large foreign corporates in their countries of origin through its 26 international points of presence and more than 200 representatives.

Institutional Banking serves public and private sector institutions with a value proposition that combines the high specialisation of teams, proximity to customers and a comprehensive set of financial services and solutions tailored to their needs through 13 centres and more than 110 representatives.

1 Energy & TMT (Technology, Media and Telecom), Construction and Infrastructure and Real Estate, Industries and FIG (Financial Institutions Groups). 2 Official Credit Institute. 3 International Finance Corporation. 4 European Investment Bank.

Milestones of 2023

  • Notable growth in turnover (+50%) in International Branches, which has enabled the 2022-2024 Strategic Plan to be achieved in 2023.

  • Consolidation of the new branch in Italy (Milan).

  • The strong focus on "Bank to Bank" activity (where a bank is the customer) by the Representation Offices and the IFI team, has generated over €29 M in income in 2023, 38.2% higher than the previous year.

  • In a complicated environment, with an increase in interest rates and a fall in average prices of raw materials and energy with respect to the previous year, the transactional banking activity has managed to increase the average balances financed thanks to the good management of financing periods. CaixaBank holds the leading position in the national ranking of factoring and confirming.

In particular, this has also contributed to the fact that in the Institutions segment, and in a context of intense competition in lending activity, efforts have been made to promote and improve the transactional services provided to customers.

In its commitment to sustainability, the activity of Sustainable Transactional Banking has increased by 63% in the year, to over €8,500 M. Similarly, CaixaBank has led the rankings in sustainable financing in Europe, the Middle East and Africa (EMEA), with over \$18,700 million in the year, according to the ranking prepared by Refinitiv.

See the contribution of CIB to the mobilisation of sustainable finance in the "Sustainable Business" section

  • The drive for Structured Trade Finance activity has continued, which has recorded significant growth in recent years. In 2023, the amount of transactions carried out with ECA covered bonds reached €4,900 million, practically twice the figure from the previous year.

  • Asset Finance's activity has focused on the naval and aviation sectors, as is traditional, involving the formalisation of transactions for more than €3,300 million, comfortably doubling the figures for the previous year.

Beijing, Shanghai, Hong Kong, Singapore, New Delhi, Sydney, Dubai,

Main indicators

→ Investment.

€89,612 M in 2022

€96,945 M €19,224 M

  • → Sustainable financing CIB&IB. €16,138 M in 2022
  • See more details in the Sustainable Business section

€3,997 M €5,729 M

→ Investment in asset finance. +87% with respect to 2022

→ Financing to commercial banks in the field of representative offices. €4,129 M in 2022

Business in Portugal - BPI CIB

International presence

CIB teams meet the needs of institutional customers and the largest business groups of BPI.

2023 Milestones:

Launch of the BPI FX Now currency platform, which allows carrying out spot and forward currency transactions online, easily, quickly and intuitively, with the aim of supporting companies in the process of internationalisation of their business.

Distribution model

CaixaBank has a leading omnichannel distribution platform

In recent years, CaixaBank has transformed the distribution platform in order to:

01. Offers the best service and experience to each profile.

02. Intensifies contact and accessibility.

03. Generates all possible value opportunities.

04. Continues to promote operational efficiency in addition to commercial efficiency.

05. Offer digital and remote channels.

-

The growth of digital channels, especially the mobile channel,

is one of the main changes in the financial sector in recent years, yet the physical network continues to handle high value transactions.

With the aim of being close to its customers and offering the best experience, CaixaBank has an omnichannel platform, which has the largest network of branches in Spain and the best remote and digital relationship models:

Physical network

Resizing the network

Once the branch consolidation process had been completed, this beginning in 2021, after the merger with Bankia, a minimum adjustment has been implemented in 2023 in the branch network, basically in the urban environment and associated with the development of the Store branch model. Always on the basis of not abandoning any town across the country.

CaixaBank's network of physical branches will continue to be the largest in Spain, with 3,618 retail branches, and it will also feature the largest network of ATMs, which can be used to carry out up to 250 different transactions.

CaixaBank has stated its commitment to maintain the service in all the towns and villages it is currently present

SPANISH NETWORK

> # OF BRANCHES

PORTUGUESE NETWORK

> # OF BRANCHES

3,876 branches

4,081 In 2022
> # OF ATMs
11,335 Spain
315 branches

324 in 2022
> # OF ATMs
1,259 Portugal
1,339 in 2022

Specialised branches

Participation at more than 2,200 municipalities.

Local accessible banking

11,608 In 2022

Urban model

CaixaBank has continued to roll out the urban Store branch model in 2023, with 912 branches in December 2023.

With the Store branch model, CaixaBank is seeking to offer a better customer experience. In this regard, the Store branches:

  • Are larger than the standard ones

  • Have uninterrupted morning and afternoon opening hours,

  • Have a team of specialist advisers,

  • Offer more commercial and technological services to customers.

> STORES WITH THE COMPLETE DEVELOPMENT OF THE SPECIALISED SERVICE MODEL

CaixaBank also offers All in One customer service centres.

These flagship offices combine design, technology and expert advice to turn customer visits into a special experience. In addition to financial advice, they offer customers coworking spaces and host training sessions and other events.

In Spain, there are currently centres in Barcelona, Valencia, Madrid, Ibiza, Burgos, Castellón and Segovia. In 2024, the plan is to extend the model to Pamplona, Santa Cruz de Tenerife and Las Palmas de Gran Canaria.

In April 2023, the first All in One centre was opened in Portugal, specifically in Lisbon.

Rural model

CaixaBank has 1,416 rural branches in towns with less than 10,000 inhabitants and 450 Windows1 , and it is the only bank with a branch model presence in 483 municipalities.

CaixaBank also has special initiatives to reinforce service in rural areas, such as mobile branches, which serve more than 324,000 people in 6872 towns (+9.7% in the last 2 years).

In this context, CaixaBank aims not to abandon settlements in which it is the only bank.

Mobile branches are essential to CaixaBank's strategy to prevent the financial exclusion of rural areas

1 Branches with no Director reporting to a parent Retail branch and in some cases with reduced opening hours) 1 783 towns attended in January 2024.

ATM Network

As part of the project "Improve Customer Care (MAC)1 , CaixaBank has focused on improving the quality of its ATM network, developing new proposals aimed at improving their operation and efficiency

Among the measures adopted, it is worth noting a effort to reduce the times required to carry out operations at ATMs through technical improvements and simplification of customer journeys, as well as the improvement of the availability of the network through active monitoring and management.

1 Project to improve customer services. See section "Customer experience".

ATMNow Project

CaixaBank continues to roll out its new ATM technology platform, ATMNow, designed to improve and simplify the user experience. This deployment is scheduled to end during January 2024.

ATMNow was created to improve the experience of CaixaBank ATM users, providing simplicity for a more intuitive and flowing interaction. These include a new design of the home screen with a lower cognitive load to facilitate customer decision-making, as well as improved cash withdrawal, which is simplified into just two steps.

Also noteworthy is the incorporation of menu customisation technology for other operations so that each user has, on the first screen, direct access to their usual operations. This personalisation is done by default when the user starts using the ATM, without the need for special settings.

Finally, in order to reduce the amount of receipt slips used, vertical printing has been adopted to make better use of the printing space.

Improvement of more than 10% in the channel's rating by customers in the last year

ATM Now has been rolled out to 65% of all ATMs

Remote relationship models are a complement that leads to better customer experience and greater efficiency

Customer with a digital profile, with little use of office space and little time available.

Due to its characteristics, this service is especially suitable for customers who interface with the Company primarily through digital channels. This way, they can count on the help of an expert adviser to answer their questions through the communication channel of their choice.

The customer has an adviser to whom to send enquiries, with a commitment to reply within 24 hours. In addition to answering any questions, the customer can also receive specialised product advice and, if they wish, complete the digital contract process.

InTouch has a team of more than 1,920 managers and 28 centres present in all the autonomous communities, and 3.3 million customers (Private, Premier and Business).

Development of the best digital products and services

CaixaBankNow brings all the Bank's digital services together in one place.

> # OF DIGITAL CUSTOMERS

11.5 M Spain 11.2 0.9 M Portugal
0.9
M in 2022 M in 2022

> DETAILS OF DIGITAL CUSTOMERS IN SPAIN

70% ◼Mobile
27% ◼Mobile +
website
3% ◼Website

40 % 100% digital

60 % Omnichannel

4.8 M customers connect daily1 4.6 M in 2022

Customers Top Heavy Users2 in Spain

2 M

1 Daily volume of individual customers who connect to digital channels, as an average of the last 6 months.

2 Customers with more than 130 days with connection to digital channels for 6 months.

Best Private Banking Mobile App in 2023 Best Integrated Online Consumer Bank in Spain 2023

Spain 2023

Best global innovation in designing the customer experience: Insights Center

Best Digital Bank in Western Europe

Best Digital Bank for Private Banking in

> THE MOBILE CHANNEL IN SPAIN

2023

Now Mobile is an app with customisation and artificial intelligence that allows transactions to be initiated from a mobile phone.

2.6 M
of purchases
4.9 MM
of cards
made with mobile downloaded on the cell
phones 1.9 M in 2022 phone 4.9 MM in 2022

"Leader in digital channels"

> MARKETING THROUGH DIGITAL CHANNELS IN SPAIN

The digital channel is becoming one that generates sales and has undergone sustained growth in recent years.

% of sales in digital channels

44.6 24.7 30.5
Consumer Investment
Funds
Cards

> BPI NET

customers 0.9 M in 2022

Best Digital Bank in Innovation and Transformation in Portugal 2023

Banking users

0.9 M 367
thousand
Digital Regular Digital

765 thousand

Regular users of the BPI App

downloaded on the cell phone 4.9 MM in 2022

Imagin is the digital services and lifestyle platform promoted by CaixaBank, and the leading neobank in Spain, with a market penetration of 58% among young people aged 18 to 34.

In addition to increasing the number of new users, imagin has also managed to boost the loyalty of existing imaginers, increasing the range of financial products and its strategic focus on sustainability.

imagin, a lifestyle community of 100% digital customers 3.3 M users

46% 61 M 9 M
of imagin users log into accesses monthly Bizum
the app more than 3 to the transactions through
times a week application imagin

Consolidation of the value proposition for the imaginers community

In order to continue growing and, in turn, increase loyalty among users, the platform has expanded its range of financial products in the last year. Imagin offers cards and accounts with no fees, as well as new financing and investment products that maintain the mobile only approach that has made it a leading bank for young people.

In 2023, the following products were launched:

  • Capturing salary payments: Around 51% of all imagin's adult customers have their salary or benefit paid directly into their account in imagin.

  • "Imagin MyCard" limited edition card: In June, coinciding with World Oceans Day, imagin launched a limited edition of its "imagin MyCard" credit card, made with plastic removed from the sea.

  • Mortgages: Among its portfolio of financial products, imagin offers fixedrate mortgages. The process is 100% online, which means that the mortgage application and management process is carried out entirely from the Imagin app.

  • ImaginShop: The platform has an integrated catalogue of technological products and offers financing to buy them.

  • Investment funds: Imagin has integrated a selection of the funds from the Ocean catalogue into its app. This includes more than 1,000 funds and 140 managers from around the world. The catalogue is divided into collections with different sectoral themes and these are rated according to compliance with ESG criteria.

  • Broker: Imagin has added "Broker" to its application. This is a new trading operation for securities with shares in American and European companies. As in the case of funds, it offers a simplified trading experience and tailored pricing.

Three differentiated value proposals depending on age

imaginKids (between 0 and 11)

With a focus on financial education through games and designed for parents to decide when and how it is used.

imaginTeens (for adolescents between 12 and 17)

Introduction to managing personal finance and first cards with a free tool for managing allowances and a pre-paid card with parental control

imagin (above 18)

Digital platform that includes financial and non-financial services, such as digital content and experiences.

2023 Consolidated Management Report

Our commitment to Sustainability

imaginPlanet encompasses the positive sustainability initiatives of imagin and its community, promoting actions that care for the planet and for people, always linked to community actions. These include:

Reforestation of devastated areas: 403,859 trees planted, offsetting more than 760 tonnes of CO2.

403,859 Trees 760 Tonnes

  • → Planted throughout the project → CO2 emissions offset
    -
  • Ocean and sea conservation projects.Highlights include:

    • Plastic Free Oceans: Collection and cleaning of plastics from the Mediterranean Sea. More than 12 million tonnes of plastic waste are now part of our oceans every year. The impact this has on the environment and marine life is devastating. In 2023 we have taken over 100 tonnes of plastic out of the sea.

100 tonnes 367 tonnes

  • → of plastics collected in 2023 → of equivalent CO2.
    -
  • Coral Med: In 2023, an innovative marine reforestation project began with the aim of protecting orange corals. This specie is endemic to the Mediterranean Sea and is at risk due to the deterioration of the seabed. Project carried out with the association Hombre y Territorio.

60,000 sea corals

  • → restored
  • > Imagin Seabins: Installation in nine Spanish ports of an innovative marine device that contributes to the cleaning of seas and oceans by capturing plastics, floating debris and microfibres. Each Seabin is able to collect between 1-1.4 tonnes of plastic every year. In 2023, 5,118 kilograms of plastics were collected through this device.

5,118 kg

  • → of plastics collected from the sea with seabins accumulated up to 2023
  • > imagin Planet Challenge: In the 3rd edition of the sustainability entrepreneurship programme took place in 2023, where young university students develop their business ideas, with more than 2,500 participants, more than 700 teams and a winning project. Utopia, the winning project, was created with the aim of improving efficiency in response to a catastrophe, such as a fire, through artificial intelligence.

2,500 members

→ interacting in the community

ImaginAcademy: The digital content programme to promote knowledge of finance and economic management.Through digital channels, imagin broadcasts knowledge pills on financial terms and concepts,

methods and tools for managing the economy, and practical information for dayto-day life and the future projects of young people.

imagin's TikTok profile has become the main channel through which this type of financial education content for young people is disseminated.

+63.9 M

→ of views on TikTok in one year

Winning project in the children and young people category at the CECA Awards for Social Action and Financial Education.

Empresa
(B)
-

Imagin, CERTIFIED B CORP FOR ITS POSITIVE IMPACT ON THE ENVIRONMENT AND SOCIETY

Imagin was B Corp certified in 2020, guaranteeing the company's compliance with the highest standards of social and environmental performance, public transparency and corporate social responsibility

2023 Consolidated Management Report

Product design

The correct design of financial and non-financial products and services, including financial instruments and banking and insurance products and services, and their proper marketing according to the interests, objectives and characteristics of customers are a priority for CaixaBank.

The application of regulations governing the different products and services ensures that CaixaBank has adequate processes in place regarding knowledge of its customers and communicating clearly and truthfully about risks of their investments. Some of these key alliances are listed below:

(i) financial instruments (MiFID, ESMA guidelines on product governance);

(ii) banking products and services (European Banking Authority Guidelines on product oversight and governance arrangements for retail banking products, regulation governing real estate loan contracts, directive on consumer credit contracts); and

(iii) insurance products (IDD Insurance Distribution Directive, EIOPA guidelines and warnings on product governance for insurance companies and insurance distributors, and credit protection insurance contracts).

The Corporate Product Governance Policy, approved by the CaixaBank Board of Directors, and updated in November 2023, establishes the principles that regulate the design, approval and marketing of new products and services, and for monitoring the product's life cycle, based on the following premises:

  • To meet the needs of customers or potential customers in a flexible manner

  • To strengthen customer protection

  • To minimise legal and reputational risks arising from incorrect design and marketing of products and services

  • > To ensure the participation of all relevant areas in the approval and monitoring of products and services, as well as the involvement of senior management in defining and supervising the Policy

The Policy, of a coporate nature, applies to all CaixaBank Group companies that act as manufacturers or distributors of banking, financial or insurance products.

In addition, in terms of product governance, the New Products Approval Manual was updated in 2023 in response to new regulatory requirements involving product marketing.

The members of the CaixaBank, S.A. Product Committee, reporting to the Transparency Committee is the all-encompassing body responsible for approving any new product or service, and it is drawn from the control, support and business functions to ensure it has sufficient specialised knowledge to understand and oversee products, their associated risks, and regulations on transparency and customer protection.

> MAIN FIGURES OF THE PRODUCT COMMITTEE IN 2023

25 sessions

→ Held by the Product Committee 45 in 2022

214 products

→ Products/Services analysed 234 in 2022

5 products

→ Products/Services initially rejected 2 in 2022

The Product Committees of BPI, CaixaBank Wealth Management Luxembourg and CaixaBank Payments&Consumer have analysed 136, 15 and 33 products, respectively, in 2023.

Sustainable business

2023 Consolidated

Management Report

Mobilizing sustainable finance in Spain

CaixaBank is committed to sustainability through the design and marketing of products that integrate ESG criteria, and promotes environmentally sustainable activities that contribute to the transition to a low-carbon economy.

The third strategic line of the 2022-2024 Strategic Plan aims to consolidate CaixaBank as a benchmark in sustainability in Europe. To achieve this, one of the initiatives is to promote and offer sustainable solutions in financing and investments. CaixaBank has set a target of mobilising €64 billion1 of sustainable production over the period 2022-2024 for its business in Spain.

1 The amount of sustainable finance mobilisation includes: i) Sustainable mortgage financing (A "or" B "energy efficiency certificate), financing for energy renovation of homes, financing of hybrid/electric vehicles, financing of photovoltaic panels, eco-financing and microloans granted by MicroBank; Sustainable financing for Companies, Developers and CIB&IB The amount considered for the purpose of the transfer of sustainable financing is the risk limit formalised in sustainable financing operations for customers, including long-term, working capital and risk of signing. The following are also considered: i) tacit or explicit novations and renewals of sustainable financing; ii) CaixaBank's proportional share of its customers'issuance and placement of sustainable bonds (green, social or mixed); iii) Net increase in Assets under management at CaixaBank Asset Management in products classified under Art. 8 and 9 of the SFDR regulations (includes new funds/mergers of funds registered as Art. 8 and 9, plus net contributions - contributions less withdrawals - including the effect of the market on the valuation of holdings); and iv) Gross increase in assets under management in VidaCaixa in products classified under Art. 8 and 9 of the SFDR regulations (including gross contributions - without considering withdrawals or market effect - to Pension Funds (FFPP), Voluntary Social Welfare Schemes (EPSV) and Unit Linked classified as Art. 8 and 9 under SFDR.

Sustainable financing

CaixaBank is widely renowned for its global leadership in sustainable financing.

Refinitiv LSEG recognises CaixaBank in its league table as:

1st - First bank in 2023 EMEA Sustainable Finance Loan - Top Tier.

6th - Sixth bank in 2023 Global Sustainable Finance Loan - Top Tier.

Global Finance recognised CaixaBank as Best Bank in the World in ESG Related Loans 2023.

  • Euromoney recognised CaixaBank as the Best Bank for ESG in Spain 2023.
  • FCC-Aqualia, project of the year in the Water category of the Environmental Finance IMPACT Awards.

Guide to identifying sustainable financing

In 2023, CaixaBank published the Guide to identifying sustainable financing1 , which aims to define criteria to consider operations for individuals and companies financed by CaixaBank as sustainable, as well as their contribution to the SDGs.

Sustainable financing operations originate in business units. The process begins by checking whether the purpose of the financing requested by the customer satisfies the sustainability criteria in the Sustainable Identification Guide.

1https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Sostenibilidad/21.02.23_Guia_Identificacion_Financia cion_Sostenible_PUBLIC.pdf

During 2023, CaixaBank promoted the financing of sustainable activities, with a concession of €25,096 million

€9,330 M €1,749 M
Green Retail
€3,085 M €4,123 M1
Social Corporations
€12,681 M €19,224 M

Linked to
sustainability

CIB&IB

CaixaBank has teams specialising in CIB and Business Banking segments for sustainable financing projects

Green financing

Green financing has a positive environmental impact and is underpinned by eligible projects or assets, including, but not limited to, the following: renewable energies, energy efficiency, sustainable transport, waste treatment, and sustainable building. Green financing modalities include loans that comply with the Green Loan Principles (GLP) issued by the Loan Market Association (LMA), socalled "Green Loans".

Throughout 2023, CaixaBank promoted green financing in different areas of its business. In the CIB scope, new operations such as the financing granted to Acciona Energía, which is one of the most noteworthy green finance transactions of the year for the Spanish market, in terms of both the amount and the innovative structure launched. Transactional banking operations are also noteworthy, such as working finance and trade finance lines for companies in the energy sector, like the ones from Greenergy and SolarPack, or, in the Waste Management sector, the one for Ecoembes.

Notable in the field of Companies are operations to finance renewable energy assets or cogeneration, like the ones with Estel Ingeniería y Obras and the Alter Enersun group's photovoltaic assets. Also notable this year is the financing to build an energyefficient hotel for Princess Hotels.

€9,330 M

Financing by category
51% ◼(€4,790 M) Renewable energies2
34% ◼(€3,149 M)
Real Estate
2% ◼(€182 M) Infrastructure
5% ◼(€460 M) Transport
0% ◼(€32 M) Other
8% ◼(€717 M) Circular Economy

1The property developer activity contributes €1,464 M.

2 Includes financing operations for renewable energies - Project Finance and others.

Renewable energy

Project Finance - Renewable energies

As part of its commitment to the fight against climate change, CaixaBank supports environmentally friendly initiatives that contribute to the prevention and mitigation of climate change and the transition to a low-carbon economy, mainly through the financing of renewable energy projects. An important part of this is the financing of renewable energy projects through Project Finance.

Renewable energy exposure represents 86% of Project Finance's energy portfolio.

  • → New projects awarded 6 in 2022
  • 16 €1,196 M → New projects financed €948 M in 2022

Which translates into 5,345 MW

→ MW of installed renewable power 5,291 MW in 2022

62%

→ of the financing has been allocated to wind power projects

Corporate loans - renewable energies

In addition to the renewable energy project finance operations, the Bank has also granted finalist corporate financing for investment in renewable energies.

€3,278 M

→ Granted in 2023

Financing for photovoltaic panels.

In 2023, 46 million euros were granted in loans to individuals for the installation of photovoltaic panels.

€46 M

→ €70 M Granted in 2022

Real Estate

Green mortgages

In 2023, 832 million euros in mortgage loans have been granted to individuals on homes with an A or B energy efficiency certificate.

€832 M

→ €880 M Granted in 2022

Financing energy-efficient properties

Operations for which there is documentary evidence of an energy efficiency certificate with A or B rating are considered environmentally sustainable. CaixaBank captures information and documentation regarding the energy certificate when operations are formalised.

€1,087 M

→ Promotions formalised with an expected rating of A or B €1,098 M Granted in 2022

€1,230 M

→ Financing of Commercial Real Estate €1,098 M Granted in 2022

Social financing

Social financing has a positive impact on society. The definition of criteria for considering social financing activities took into account the eligibility categories and criteria set out in CaixaBank's Sustainable Development Goals (SDGs) Funding Framework and additional criteria aligned with current best market practices and standards, including the draft of the Social Taxonomy, the Social Loan Principles of the Loan Market Association, and the Social Bond Principles of ICMA.

With regard to social financing, CaixaBank uses MicroBank, the Group's social bank, is a leader in the field of social inclusion, using micro-loans and lending with a social impact.

See section Society - MicroBank

In addition, in 2023, CaixaBank promoted social financing through CIB. Highlights include operations for public sector and non-profit organisations, in particular two relevant operations with the Community of Madrid, both related to health and public education and Transactional Banking, as well as operations with the Valencian Government that had an impact on health, public education and social inclusion, and the operation with Accem to finance the assistance it provides to refugees at risk of social exclusion.

€1,383 M

→ Granted in microloans and other financing with social impact €1,016 M Granted in 2022

€376 M

→ Granted for subsidised housing

Loans linked to sustainability variables

These are loans linked to ESG indicators where the financing conditions will vary depending on the achievement of sustainability objectives. In most operations, an external advisor assesses target setting, following the recommendation of the Sustainability Linked Loan Principles.

In 2023, CaixaBank remained committed to granting loans linked to sustainability variables, with the aim of helping its customers in their transition process.

In this area, CIB led transactions in different sectors and regions, such as the loan to Tendam, a leader in the fashion sector, the loans granted to Aigües de Barcelona and Hidralia, in the field of water cycle management, the sustainable credit facility to Société Foncière Lyonnaise (Grupo Colonial), a benchmark in the French real estate sector, and in the energy sector, the extension of the sustainable syndicated credit facility to Enagás and the sustainable syndicated credit facility to EDP.

Also notable in this category are the transactional banking operations signed, like the guarantee line to Sacyr that incorporates the Group's decarbonisation objectives, and working capital positions of the Valls Companys Group, with targets tailored to the sector. In both cases, CaixaBank worked to develop their Sustainable Finance Frameworks. In this regard, the factoring and the guarantee facility of the Endesa Group also stand out, with a new relative sustainability indicator being validated to promote its taxonomically green activities.

While Corporate Banking led the financing linked to environmental objectives, with the operations for Hijos de Rivera and Profand Fishing Holding, and the financing linked to the environmental and social objectives of Grupo Excellence.

In addition, in transactional banking, there were factoring and reverse factoring operations linked to environmental and social objectives, like the ones for the Laninver Group.

> FINANCING IN SUSTAINABILITY LINKED LOANS

By type of sustainability variables to which loans are benchmarked, those that contribute to climate risk mitigation (such as the intensity of the carbon footprint in its different scopes, the percentage of installed capacity of renewable sources, etc.) predominate, as well as the variables that contribute to improving the sustainability governance profile in companies (e.g. the percentage of women in managerial positions, hours of training per employee, sustainable profile of suppliers, among others).

€12,681 M

Financing by category

59.46%
Mitigation
13.91%
Governance
7.76%
Circular Economy
4.27%
Social
3.20%
Water Resources
1.95%
Biodiversity
9.45%
Other

→ Loan commitments given. 115 in 2022

→ Loans granted €11,543 M in 2022

Incentive mechanism for the origination of sustainable operations (green and social)

CaixaBank has a Financing Framework linked to the SDGs1 under which it issues financial instruments, such as bonds, that finance the bank's green, social and/or sustainable financing activity. To encourage the origination of green/social/sustainable transactions by the business teams, the Entity has an internal incentive mechanism in place to promote sustainable financing. The application of this incentive for green assets came into force in the financial year 2022 and its extension to social assets comes into force in the financial year 2023.

Sustainable intermediation

→ Participation in the placement of sustainable bonds (excluding

€2,133 M

own issues)

→ Increase in managed sustainable assets

1 Sustainable Development Goals (SDGs) funding Framkework (caixabank.com)

Participation in the placement of sustainable bonds

CaixaBank is a signatory of the Green Bond Principles established by the International Capital Markets Association (ICMA) since 2015.

Since then, the Bank has participated in the placement of green bonds for projects with a positive impact on climate.

Of a total of 20 for €1,660 M

Share amount(1):

12 for €1,010 M 5 for €533 M 3 for €117 M

Green Bonds

Sustainable bonds

Sustainability Linked
Bonds (SLB)

> GREEN BONDS (2)

Maturity Coupon ISIN code Issue share Issue date
€1 billion Green hybrid No maturity 5.943% PTEDP4OM0025 Joint Bookrunner January 2023
< €500 M Green hybrid No maturity 4.625% XS2552369469 Joint Bookrunner January 2023
€750m Green Covered Bond 6 years 3.125% AT000B049945 Joint Bookrunner February 2023
€600m Green Bond 12 years 4.625% XS2589820294 Joint Bookrunner February 2023
€91.4 M Green Bond 2.6 years 4.900% XS2596338348 Sole Bookrunner March 2023
€500 M Green Bond 10 years 3.900% ES0200002089 Joint Bookrunner April 2023
€600m Green Bond 5.4 years 3.362% ES00001010L6 Joint Bookrunner June 2023
€750m Green hybrid No maturity 6.75% XS2646608401 Joint Bookrunner August 2023
€600 M and €750 M Green Bond 60 years 4.125% and 4.375% XS2699159278
XS2699159351
Joint Bookrunner September 2023
€500 M Green Senior Unsecured 7.5 years 5.125% XS2698998593 Joint Bookrunner October 2023
€600m Green Senior Unsecured 6 years 5.250% XS2661068234 Global Coordinator & Green
Structuring Agent
October 2023

1Corresponds to CaixaBank's proportional share of its customers'issuance and placement of sustainable bonds (green, social or mixed). It does not include the placement of own issues, such as the corporate bond issued by CaixaBank. 2 The total amount of the issue is indicated, not just CaixaBank's share.

> SUSTAINABLE BONDS (1) Maturity Coupon ISIN code Issue share Issue date
€1 billion Sustainable Bond 10 years 3.596% ES00001010K8 Joint Bookrunner February 2023
€500 M Sustainable Bond 6 years 3.711% ES0001352626 Joint Bookrunner February 2023
€700m Sustainable Bond 10.2 years 3.500% ES0000106742 Joint Bookrunner February 2023
€600m Sustainable Bond 10 years 3.950% ES0000090904 Joint Bookrunner March 2023
€500 M Sustainable Bond 10 years 3.500% ES0001351602 Joint Bookrunner June 2023

> SUSTAINABLE LINKED - SLB

Maturity Coupon ISIN code Issue share Issue date
€600m Inaugural SLB 6.5 years 4.125% XS2582860909 Joint Bookrunner January 2023
€750 M and €750 M Sustainable Bond 8 and 20 years 4 And 4.50% XS2589260723
XS2589260996
Joint Bookrunner February 2023

1 The total amount of the issue is indicated, not just CaixaBank's share.

Mobilising sustainable finance - Business in Portugal1

The CaixaBank Group is also committed to mobilising sustainable finance in its business in Portugal, through Banco BPI.

€4,000 M

→ 2022-2024 SP Objective

€4,067 M

→ Mobilised since January 2022. €1,881 M in 2023

Sustainable financing

Aware of the importance of adopting measures to guarantee environmental sustainability in our products, Banco BPI offers different credit lines that promote energy efficiency and support various renewable energy investment projects.

In 2023, BPI promoted the financing of sustainable activities, with a concession of €1,041 M

1 Mobilisation of sustainable finances - Portugal business: Includes credit for both Companies (Companies + CIB + Institutions) and Individuals, as well as participation in the placement of sustainable bonds. In relation to sustainable intermediation, Articles 8 and 9 Funds and Insurance are included, under SFDR, both for liquid fundraising and transformation, as well as third party funds.

Sustainable financing

Aware of the importance of adopting measures to guarantee environmental sustainability in our products, Banco BPI offers different credit lines that promote energy efficiency and support various renewable energy investment projects.

Below are BPI's main lines of sustainable financing:

€1,041 M

Financing by category 25% (€260 M) Housing loans (energy efficiency) 15% ◼ (€155 M) Real estate projects with A+, A or B certificate 13% (€134 M) Green financing projects 11% (€115 M) Projects linked to green objectives 2% (€16 M) ESG Business Facility 32% (€331 M) Financing linked to sustainable goals 3% ◼ (€3.0 M) Other

Mortgage loan with energy rating A or B.

Financing energy-efficient properties _Main sustainable credit lines Operations for which there is documentary evidence of an energy efficiency certificate with A or B rating are considered environmentally sustainable. BPI captures information and documentation regarding the energy certificate when operations are formalised.

Real estate projects with A+, A or B energy certificate [Corporate and CIB]

Financing for companies to build real estate projects with energy precertification A +, A or B.

Green financing projects [Corporate and CIB]

Financing modalities of projects aligned with the Green Loan Principles (GLP) issued by the Loan Market Association (LMA).

Projects linked to green objectives [Corporate and CIB]

Financing linked to meeting green objectives. The financing is aligned with the principles of the ICMA's Sustainable Linked Bond and the Green Loan Principles issued by the Loan Market Association (LMA).

ESG Business Facility [Corporate and CIB]

Credit line offering a financing solution to support the sustainable transition of small and medium-sized enterprises that prioritise ESG factors in their strategy.

Financing linked to sustainable goals

Financing linked to meeting social and green objectives. The financing is aligned with the principles of the ICMA's Sustainable Linked Bond and the Sustainability Linked Loan Principles issued by the Loan Market Association (LMA).

Responsible Investment

Management Report

2023 Consolidated

The CaixaBank Group, of which CaixaBank Asset Management and VidaCaixa are part, is committed to integrating ESG criteria into its investment, understood as investment that not only offers economic returns for investors, but also promotes management that is consistent with the creation of value for society at large, pursuing a social and environmental benefit.

Responsible investment is laying the foundations for transitioning towards a more sustainable future. In this regard, the Group innovates, advises and promotes investment solutions so its customers can advance on the road to sustainability.

Throughout 2023, the Group continued to make progress in improving transparency and in its investment management model under ESG criteria, acting in line with the Global Compact Principles and the Principles for Responsible Investment (PRI), and also in strict compliance with European regulations: Sustainable Finance Disclosure Regulation (SFDR) and the European Union's Green MiFID.

In addition, the Group is committed to offering its customers the best experience, based on a quality service and products specialising in sustainability that are tailored to their needs.

> ASSETS OF PRODUCTS MARKETED UNDER SFDR

2023:

invests in major long-term global trends with a sustainable approach. By investing in a specific trend or idea, the fund seeks to capitalise on a change in society or the economy that has a positive impact on certain sectors or industries.

1 Includes Discretionary Management of CaixaBank's portfolios, CaixaBank Asset Management's investment funds and VidaCaixa's pension funds, EPSV and Unit Linked.

VidaCaixa and CaixaBank Asset Management hold the Sustainable Finance Certification under AENOR's ESG criteria.

This certification endorses the work and efforts made by the Group's two management companies to integrate these ESG criteria into their investment decision-making processes, as well as improvements in the control and monitoring of said criteria.

Description of policies and declarations within the scope of ESG

The CaixaBank Group has a sustainability policy framework that provides a foundation to ensure that its activity contributes to sustainable development.

This set of policies, principles and public statements guide the Group's commitment to managing sustainability. They are adapted to the sustainable finance regulations present in Europe, and are consistent with sustainability commitments at the global level, such as the 2030 Agenda or the Paris Accord.

In general terms, the various policies, principles and declarations are of a corporate nature, meaning the affected Group companies have endorsed them or, where applicable, approved their own policy, as is the case with the policies to integrate sustainability risks.

Policies/Principles/Declarations

Policies

Policies to Integrate Sustainability Risks1

The Policies to Integrate Sustainability Risks of VidaCaixa and CaixaBank Asset Management were written taking into consideration the basic principles of the Corporate Policy to Manage Sustainability/ESG Risks, which lays out, for all Group companies, the principles, assumptions and mechanisms that ensure governance, management and control of the ESG risks associated with internal and external customers and investments.

In the specific case of the risk integration policies of VidaCaixa and CaixaBank Asset Management, they lay out the principles for incorporating ESG criteria into the processes and decision-making for providing investment services - together with traditional financing criteria - from a risk perspective that is defined as the ESG situation or condition that, if it were to happen, could have a negative material impact on the value of the investment.

Link to the policy: Corporate. VidaCaixa. CaixaBank Asset Management

Engagement policy

It includes, in terms of engagement (vote and dialogue), the general principles, criteria and procedures of the Group's investments, with two main objectives:

  • Promote the involvement of management companies in the governance of the investee companies.

  • Improve the transparency of investment strategies, engagement policies and the process for exercising voting rights, especially when voting advisors are used.

Link to the policy: Corporate. VidaCaixa. Caixabank Asset Management.

Principles

Principles of action in the area of sustainability

The Sustainability Principles define and establish the general principles of action and the main commitments with stakeholders to be followed by the CaixaBank Group in matters of sustainability. These principles are framed within the scope of the corporate mission and values.

Link to the policy

General Principles of the Corporate Anti-corruption Policy

They establish the Group's commitment to work against corruption in all its forms, including extortion and bribery, laying out general principles that include a regulatory framework and the definition of a standard of conduct, the general principles governing the management of corruption risk, and a channel for questions and complaints. The objectives include:

  • Conveying and enforcing the corporate values and principles of action.

  • Establishing due diligence measures for contractual relationships with third parties.

  • Ensuring that measures are taken to prevent or reduce the risk of corruption crimes at all levels of activity.

Link to the policy:

Human Rights Principles1

They provide a guide in matters of human rights in the relations that CaixaBank establishes with its employees, customers, shareholders, suppliers, commercial partners and the communities in which it carries out its business and activities.

Link to the policy:

Declarations

Declaration on Climate Change1

It contains the environmental commitments made to comply with the Paris Agreement. It defines 5 areas of action in terms of climate change management, both direct (internal) and indirect (customers, investees, suppliers, etc.).

Link to the policy

1 In 2024, it is in the process of updating.

Model for integrating ESG factors

Management Report

2023 Consolidated

The integration of sustainability factors into the investment process complies with the corporate framework for the integration of sustainability risks defined for CaixaBank Group and with the numerous international agreements and standards in this area, have positioned the Group as a benchmark in responsible investment.

The pillars on which the integration of sustainability factors is based in asset management, the discretionary portfolio management and advisory services and the distribution of insurance-based investment products are:

  • Alignment of strategies between Group companies, and alignment with best practices, supervisory expectations and current regulations.

  • Maximum involvement of the Governing Bodies and Management of Group companies.

  • Internal control framework based on the three lines of defence model that guarantees the strict segregation of functions and the existence of several layers of independent control.

  • The Group relies on information and data from suppliers specialising in ESG matters in order to establish the necessary criteria, methodologies and procedures that allow integrating the sustainability risks.

  • Establishing exclusion criteria in investment processes.

  • The long-term involvement with companies in which it invests through proxy voting and open dialogue actions with the listed companies (see in Collaborative Dialogues).

  • Establishing procedures and plans, and reporting results with respect to due diligence processes in relation to adverse impacts, which is based on:

  • identifying actual or potential adverse impacts;

  • taking measures to stop, prevent or mitigate these adverse impacts,

  • monitoring the implementation and results of these measures; and

  • reporting on how the main adverse impacts are addressed.

  • Coherence of remuneration policies with the integration of sustainability risks.

The Group's remuneration policy incorporates metrics linked to ESG factors into the variable remuneration component.

The investment management model of VidaCaixa and CaixaBank Asset Management is consistent with the Group's values, policies and principles (see section "Policies, Principles and Declarations"), and it complies with the framework of the European Union Sustainable Finance Action Plan and integrates the best international practices for managing sustainability.

1. Responsible investment management

The link between responsible investment in investment strategies is embodied in the integration of ESG criteria when building the investment portfolio, the analysis and monitoring of ESG metrics associated with these investments, and the improved positioning in ESG matters of the companies it has in its portfolios, through initiatives linked to engagement.

The integration of ESG criteria into investments is defined in the Group's various ESG policies and regulations.

> SUMMARY OF ESG CONSIDERATIONS IN THE ASSETS OF THE INVESTMENT PORTFOLIO

2. ESG investment analysis and integration criteria

Before deciding to invest in a company, different ESG aspects are taken into consideration, which are included in the Policy to Integrate Sustainability Risks:

1. Among other factors, material ESG indicators for the sector or company and sustainability ratings are considered in the investment selection and analysis process. In their structure, these indicators and ratings consider any adverse incidents involving issuers, and their actions in areas such as climate change, good governance practices, etc.

2. Any sector exclusions and restrictions, as determined in the aforementioned Policy, are reviewed.

The Policy to Integrate Sustainability Risks lays out specific exclusions for the activities indicated.

If the asset exceeds the exclusion criteria, the finances and ESG criteria are analysed and the investment decision is taken based on this analysis. This analysis considers data from agencies specialising in ESG topics and, if not covered by the agency, an ad hoc assessment of its sustainability performance is conducted based on the information published and the materiality of the sector.

In this regard, the Group may decide not to invest in companies that could pose a material risk of not fulfilling the Group's climate change commitments, or the decarbonisation of its portfolio.

> EXCLUSIONS CONTAINED IN THE POLICY TO INTEGRATE SUSTAINABILITY RISKS

Exclusions

  • Controversial weapons

  • Key international treaties such as the UN Global Compact

  • Significant activity in:

    • Conventional weapons

    • Thermal coal mining and thermal coal-fired power generation

    • Tar sands

    • Oil and gas exploration and production in the Arctic region

Exploration, extraction, transport, refining, coking and electricity generation from oil and that do not promote the energy transition

In addition, with regard to indirect investment, through investment funds from external management companies, ESG data collected during due diligence processes made with these managers, and data from specialised ESG providers are used to assess the suitability of these investments.

3. Monitoring of disputes.

Any potentially serious sustainability disputes that may be associated with an issuer in its portfolio or investment universe (and that may include incidents involving biodiversity or respect for human rights) is actively monitored, and the decision to divest may be taken.

4. Engagement: Dialogue and voting.

The Group believes that the transition towards a more sustainable economy and the long-term return on investments can be achieved both through investment decisions and long-term engagement with the companies in which it invests through constructive dialogue and active voting.

As a result, it participates in corporate governance decisions by actively voting at the general shareholders' meetings and through regular open dialogue actions with the companies in its portfolios, and also with providers of financial products, encouraging them to align their strategies and management with ESG policies, metrics and criteria that gradually improve their performance.

This commitment is reflected in the Engagement Policy and in the Declaration on Climate Change (see section Policies/Principles/Declarations). Based on the provisions of these policies, the Group undertakes to:

  • Participate directly or indirectly in forums or working groups that promote dialogue with asset managers and the companies in which it invests.

  • Integrate ESG criteria, in accordance with the recommendations of the PRI (CaixaBank Asset Management and VidaCaixa) and the PSI (VidaCaixa).

  • Implement active dialogue and voting policies that influence the Shareholders' Meetings and support the transition towards more sustainable business models in the companies where it invests.

Maintain an active ownership strategy, both through dialogues and voting, in the companies in which it invests.

In 2023, VidaCaixa and CaixaBank Asset Management worked on their Engagement Plan, which defined the priorities, areas, criteria and objectives of dialogue for 2023, with the following degree of achievement for each of the objectives set for each area:

> DEGREE OF FULFILMENT DIALOGUE OBJECTIVES 2023

As at February 2024, the respective VidaCaixa and CaixaBank Asset Management Engagement Plans, which will lay out the dialogue objectives for 2024, are pending approval.

The Group's management companies -CaixaBank Asset Management and VidaCaixa - have the following collaborative dialogues open:

Advance (joined in 2022): Initiative launched by PRI that seeks to promote human rights and address key social challenges.

In the case of CaixaBank Asset Management and BPI Gestão de Ativos, they joined as a "collaborating investor".

  • Climate Action 100+ (joined in 2018): an initiative that promotes collective dialogue with companies in carbon intensive sectors with the aim of reducing emissions, improving climate governance and setting financial metrics on climate change.

  • Spring (joined in 2023): Collaborative dialogue on nature promoted by PRI, which seeks to contribute to the goals of the Montreal Agreement (COP15) to stop and reverse the loss of biodiversity by 2030.

5. Dissemination of responsible investment

In 2023, the Group published documents on responsible investment of a regulatory and voluntary nature, in order to foster transparency with all its stakeholders:

Statement of Main Adverse Impacts Sustainability of investment decisions on sustainability factors

In 2023 CaixaBank, CaixaBank Asset Management and VidaCaixa, among other Group companies, published the Statement of Main Adverse Sustainability Impacts (PIAS) of investment decisions on sustainability factors.

Link to the Statement of Main Adverse Impacts 202 CaixaBank. VidaCaixa. Caixabank Asset Management.

  • Impact report

  • Dialogue and voting report

-

"First in Spain's insurance ranking with over 115 billion euros in assets under management in 2023"

VidaCaixa supports the TCFD recommendations on climate risk management

> SPAIN1

€115,411 M Customer managed resources €107,478 M in 2022

> PORTUGAL2

€7,523 M Customer managed resources €7,319 M in 2022

1 Includes the life and pension plan business of VidaCaixa, S.A. 2 Includes the life and pension plan business of BPI Vida e Pensões, which is fully owned by VidaCaixa, S.A.

> 2023

> INTEGRATION OF ESG RISKS1

VidaCaixa has the highest rating (5 stars) in the "Policy Governance & Strategy" category by PRI

100%

→ Of assets under management take into account ESG aspects as of 31 December 2023 (according to UNPRI criterion)

> DISTRIBUTION OF ASSETS OF PRODUCTS UNDER SFDR

→ Spain1 €44,391 M

71.5%2

→ of equity has a rating in articles 8 and 9 under SFDR (€31,732 M)

28.5% ◼Equity of products
(€12,659 M) classified under (article 6)
68.8% ◼Equity of products with
(€30,551 M) sustainability rating (article 8)
2.7%
(€1,181 M)
◼Equity of products with

classified under (article 6) sustainability rating (article 8)

sustainability rating (article 9)

1Does not include business from the merger with Sa Nostra Vida. 2 Percentage and amount calculated for plans affected by the SFDR, including EPSV and Unit Linked. The calculated percentage for plans and insurance affected by SFDR was 53.2% at the end of the FY.

→ Portugal €6,492 M 56.7%

→ of equity has a rating in articles 8 and 9 under SFDR (€3,683 M)

43.3% ◼Equity of products classified
(€2,809 M) under (article 6)
56.7% ◼Equity of products with
(€3,683 M) sustainability rating (article 8)
0.0 % ◼Equity of products with
(€0 M) sustainability rating (article 9)

> 2022

> INTEGRATION OF ESG RISKS1

VidaCaixa has the highest rating (5 stars) in the Investment Policy and Active Ownership category by PRI.

100%

→ of assets under management take into account ESG aspects as of 31 December 2022 (according to UNPRI criteria)

> DISTRIBUTION OF ASSETS OF PRODUCTS UNDER SFDR

→ Spain2 €42,458 M

48.6%2

→ of equity has a rating in articles 8 and 9 under SFDR (€20,615 M)

51.4% ◼Equity of products
(€21,843 M) classified under (article 6)
45.0% ◼Equity of products with
(€19,108 M) sustainability rating (article 8)
3.5% ◼Equity of products with
(€1,507 M) sustainability rating (article 9)

→ Portugal €6,326 M

43.9%

→ of equity has a rating in articles 8 and 9 under SFDR (€2,777 M)

56.1% ◼Equity of products classified
(€3,549 M) under (article 6)
43.9% ◼Equity of products with
(€2,777 M) sustainability rating (article 8)
0.0 % ◼Equity of products with
(€0 M) sustainability rating (article 9)

1 Does not include the information for Sa Nostra Vida.

2 Excludes BPI Vida and Pensoes. Percentage and amount calculated for plans affected by SFDR, including EPSV and Unit Linked.

2023 Consolidated Management Report

> IMPACT

Exposure to sustainable bonds

€6,339 M

+7.2 % vs 2022 €5,914 M in 2022

€3,444 M €781 M

€1,801 M €313 M

◼Green Bonds ◼Sustainable bonds

◼Social bonds ◼Sustainability linked bonds

6 Collective

dialogues 6 in

2022

124

> ENGAGEMENT

278 ESG due diligence with external management companies 340 in 2022

Dialogues with companies on ESG topics 12 in 2022

13

Dialogues with companies on ESG topics 65 in 2022

22%

Of the investment in companies subject to engagement processes 11% in 2022

193

ESG topics covered in dialogues with companies 117 in 2022

514

> PROXY VOTING

General Shareholders Meetings voted during the year 497 in 2022

133

Meetings where votes have been cast in favour of shareholder proposals 126 in 2022

16

Meetings where Board members have voted against for reasons of ESG controversy or climate risk 16 in 2022

88

Meetings where shareholder proposals on environmental and social issues have been voted in favour

77 in 2022

Leaders in asset management.

Comillas Icade, together with CaixaBank Asset Management (AM), create the Sustainable Finance Observatory, which will facilitate understanding of the risks and opportunities involved in the transition to a more sustainable society, with an inclusive vision of the sectors involved and affected.

CaixaBank Asset Management is the only European fund manager to obtain the "EFQM 500 Seal"

for its strategy focusing on excellence, innovation and sustainability

CaixaBank Asset Management follows the TCFD recommendations on climate risk management.

> SPAIN1

23.6% Market share of investment funds in Spain 24.5% in 2022

€89,784 M Assets under management €81,530 M in 2022

€45,446 M Discretionary portfolio management €43,723 M in 2022

> PORTUGAL2

15.6% Market share of mutual funds in Portugal 17.1% in 2022

€6,725 M Assets under management €6,942 M in 2022

€3,381 M Discretionary portfolio management €3,582 M in 2022

> LUXEMBOURG 3

€808 M

Assets under management €837 M in 2022

Gender Diversity CaixaBank AM chosen "the management company with the best gender representation in the world" by Citywire. This is the second consecutive year in which the management company receives this award in its category.

39.5%

Of women fund managers among the total 38.8% in 2022

1 Includes the funds business, discretionary management portfolio, and SICAV's of CaixaBank Asset Management SGIIC.

2 Includes the real estate and mutual funds and discretionary management portfolio business of BPI Gestão de Activos SGFIM, which is fully owned by CaixaBank Asset Management.

3Includes the funds and SICAVs business of CaixaBank Asset Management Luxembourg, S.A.

> 2023

> INTEGRATION OF ESG RISKS

CaixaBank Asset Management achieves the highest rating of 5 stars in three modules:

  • "Policy, Governance and Strategy"

  • > "Confidence Building Measures"
  • > "Direct - Listed equity - Active fundamental"

BPI Gestão de Ativos achieves the highest rating (5 stars) in 5 modules:

  • "Policy, Governance and Strategy"

  • > "Confidence Building Measures"
  • > "Indirect - Listed equity - Active"
  • > "Indirect - Fixed income - Active"
  • > "Direct-Hedge funds-Long/short equity"
100%

Of assets under management take into account ESG aspects as of 31 December 2023 (according to UNPRI criteria)


Spain

Portugal
€82,151 M €3,524 M
31.7% 56.4%
SPAIN PORTUGAL
of equity has a
rating in articles 8
and 9 under SFDR
(€26,056 M)

of equity has a
rating in articles 8
and 9 under SFDR
(€1,988 M)
Equity of products
classified under
article 6
68.3%
(€56,095 M)
43.6%
(€1,536 M)
Equity of products
with sustainability
rating (article 8)
29.7%
(€24,424 M)
53.5%
(€1,885 M)
Equity of products
with sustainability
rating (article 9)
2.0%
(€1,633 M)
2.9% (€103
M)

> DISTRIBUTION OF ASSETS OF PRODUCTS UNDER SFDR

> 2022

> INTEGRATION OF ESG RISKS

CaixaBank Asset Management achieves 5 stars in direct investment equities due to the integration of ESG factors into its investment processes

BPI Gestão de Ativos has been recognised with the highest score (five out of five stars) in Investment and Stewardship Policy.

100%

Of assets under management take into account ESG aspects as of 31 December 2022 (according to UNPRI criteria)

> DISTRIBUTION OF ASSETS OF PRODUCTS UNDER SFDR

→ Spain → Portugal €75,136 M €3,537 M

→ of equity has a rating in articles 8 and 9 under SFDR (€26,990 M)

35.9% 58.5%

→ of equity has a rating in articles 8 and 9 under SFDR (€2,070 M)

1

D i a l o g u e s i n c l u d e t h o s e a c t i v e a t

> IMPACT

Exposure to sustainable bonds

€4,351 M +8.3% vs 2022 €4,018 M in 2022

€2,886 M €349 M

€755 M €361 M

◼Green Bonds ◼Sustainable bonds

◼Social bonds ◼Sustainability linked bonds

> PROXY VOTING

979 General Shareholders Meetings voted during the year 1,086 in 2022

25 Meetings where Board members have voted against for reasons of ESG controversy or climate risk 17 in 2022

192 Meetings where votes have been cast in favour of shareholder proposals 172 in 2022

95 Meetings

where shareholder proposals on environmental and social issues have been voted in favour 81 in 2022

> ENGAGEMENT

3 Collective dialogues1 3 in 2022 647 Dialogues with companies on ESG topics 131 in 2022

200 %,ESG due diligence with external management companies 161 in 2022

1,623 ESG topics covered in dialogues with companies 162 in 2022

1 Dialogues include those active at 31/12, as well as those initiated and completed in 2023.

Green taxonomy

Regulatory Framework

In 2020, the European Parliament and the EU Council adopted Regulation (EU) 2020/852, hereinafter the Taxonomy Regulation, which establishes uniform and common criteria in the European Union to determine if an economic activity can be considered environmentally sustainable.

In order to determine the environmental sustainability of a specific economic activity, the EU has defined a list of environmental targets:

> DISCLOSURE OBLIGATIONS FOR FINANCIAL ENTITIES

As a notable addition, in 2023 the Official Journal of the European Union published the development of the remaining environmental targets set out in the Taxonomy, in addition to incorporating new activities into the climate objectives.

Along with these harmonised criteria, the Taxonomy promotes transparency so that participants in financial markets provide investors with an objective comparison in relation to the part of the investments that finance environmentally sustainable activities.

Article 8 of the Taxonomy Regulation states that companies subject to the Non-Financial Reporting Directive (NFRD), including financial companies, must publish to what extent their activity is eligible and aligned with the Taxonomy criteria.

The Regulation gives financial companies a year of offset with regard to nonfinancial companies to publish their alignment; as a result, CaixaBank is publishing these indicators for the first time in the current financial year.

With the first application of the new Corporate Sustainability Reporting Directive (CSRD) in 2025, companies subject to this new disclosure framework must also include information on their Taxonomy, which will also apply to large unlisted companies, small and medium listed companies and even to entities outside the European Union with relevant activity in the EU.

In this regard, the Group will publish new information on the alignment of its counterparties to the extent that the new taxonomy breakdown requirements are applicable to it.

Reference year 2021 2022 2023 2024 2025
Climate change Eligibility
(Mitigation and
adaptation)
Alignment
Other objectives Eligibility
Alignment

1. Eligibility analysis

An economic activity eligible for the Taxonomy will be as described in the Regulation, regardless of whether or not said economic activity meets the criteria for considering an activity as environmentally sustainable.

Therefore, the eligibility ratio reflects the relationship between all of CaixaBank's activities included in the Taxonomy, and the assets covered.

In the previous two years, CaixaBank published the eligibility ratios for the first two environmental objectives (climate change mitigation and adaptation). In 2023, the eligibility ratios for the remaining four objectives and the new activities added in 2023 to the climate objectives were first published.

2. Alignment analysis

As for the Banking Group1 and the insurance business of the VidaCaixa Group, the main indicator for measuring this alignment is the Green Asset Ratio (GAR), which establishes the percentage of assets covered by the banking group that are used for activities that meet the criteria of the Taxonomy. The GAR is the ratio of the volume of assets intended for activities that meet the requirements of the Taxonomy and the assets covered.

The equivalent ratio for asset management activities, or the Insurance Group's pension plan and EPSV management activities, is the Green Investment Ratio (GIR).

This report publishes the GAR and GIR for the first time for the objectives of mitigation and adaptation to climate change of old activities (before the incorporation of new activities in 2023), in accordance with Delegated Regulation 2021/2139 of 4 June 2021, which specifies the criteria for determining which economic activities are aligned with these climate objectives.

1 Prepared on the basis of the prudential consolidation perimeter established in the applicable prudential legislation, specifically Regulation 575/2013 (CRR) and Directive 2013/36 (CRD IV).

3. Exposure to economic activities involving fossil gas and nuclear energy

This year, the Group is reporting its exposure to economic activities related to fossil gas and nuclear energy for the first time, in accordance with Commission Delegated Regulation (EU) 2022/1214 of 9 March 2022, which amends Delegated Regulation (EU) 2021/2139 - on the selection criteria and not causing significant damage to these energy economic activities, and (EU) 2021/2178, on the disclosure indicators.

> CALCULATION METHOD

Below is the calculation method used for the Banking Group (excluding the Insurance Group)

The calculation method for the Insurance Group (VidaCaixa Group), including the insurance business and the pension plan and EPSV business, is as follows:

Considerations on Taxonomy information

The baseline year, 2023, is the first year in which financial institutions disclose the GAR for the objectives of mitigation and adaptation to climate change. Under the mandatory reporting approach, this information must be based on information obtained bilaterally from the counterparties.

To correctly interpret the published results, it is important to take the following into account:

  • Limited availability of information from the counterparties. The Taxonomy is still in the implementation phase, so the figures reported by the counterparties are also limited. In addition, for financial companies, the alignment information is not yet available, as the end of 2023 is the first year in which they will have to publish it. For financial corporations and nonfinancial corporations subject to the NFRD, only the eligibility and alignment key performance indicators (KPI) reported by the counterparties were considered, differentiating between the KPI related to turnover and that related to the CapEx. This information was collected in cooperation with an external provider. As for investments linked to insurance, pension plans and EPSV (managed by the VidaCaixa Group), as well as the Assets under Management of CaixaBank Asset Management included in the Banking Group, the degree of eligibility and alignment of the portfolio components have also been analysed on the basis of the data reported by the companies themselves. This data has been provided by a supplier specialising in ESG data, MSCI2. A conservative assumption has been made if no data is available for a specific component, where the exposure is neither eligible or in line with the Taxonomy.

  • Little clarity of the disclosure legislation and the complexity of the (i) technical selection criteria, (ii) compliance with the DNSH and (iii) the minimum social safeguards. This has generated debate on how to interpret the Taxonomy requirements, and has led to a high use of professional judgement.

In keeping with a prudential principle, financing for which there is currently no available documentary evidence provided by the counterparties of being in compliance with the remaining the criteria was not considered to be in alignment, even if there is evidence that it complies with the technical selection criteria.

Such is the case, for example, with mortgage loans, for which the only evidence is that they comply with the technical selection criteria.

It should be noted that, being aware of the limitations of the still limited availability of data provided by the counterparties, the sector is working to establish reasonable criteria that allow the scope for assessing the alignment to be expanded based on homogeneous and comparable criteria.

2 MSCI Inc. (LEI: 549300HTIN2PD78UB763) is a US provider of investment-decision support data, tools and services with over 50 years of experience in research, data and technology. For more information on MSCI, see its website: https://www.msci.com/

The GAR's representativeness directly depends on the structure of the financial institutions' balance sheet, as the definition and calculation of the ratio involves excluding certain items from the numerator, but not from the denominator, which penalises those financial institutions that are exposed to counterparties not subject to the NFRD, mainly SMEs and companies from a third country outside the EU, as they are excluded from the numerator. Therefore, even if the financing is for sustainable activities, their alignment is considered null and void.

Therefore, and understanding that the alignment of the financed activities is an evolutionary process that will vary over time, CaixaBank expects that in coming years, the alignment of its exposures will increase, supported by the following factors:

  • Extension of the alignment to the remaining four environmental objectives;

  • Increased availability of information published by our counterparties; and

  • Greater certainty as to the information needed to robustly demonstrate compliance with the alignment criteria.

Scope of the Taxonomy information

As for the scope, it should be noted that, in accordance with the applicable laws, the information relating to Taxonomy is prepared following the prudential approach. The main differences in relation to the perimeter, the consolidation methods and the valuation criteria applied are summarized below:

  • To prepare the annual accounts of the CaixaBank Group, all the subsidiary undertakings (companies controlled by the parent undertaking) were consolidated, with no exceptions for reasons of their activity, using the full consolidation method. However, associates (over which the parent exercises significant influence and which are not subsidiaries or joint ventures) and joint ventures (joint management by the parent and other shareholders) were accounted for using the equity method. Similarly, the financial assets valued at amortised cost are valued at their carrying amount net of any impairment losses.

  • For prudential purposes, subsidiary undertakings with a different activity to that of a credit, investment or financial institution, as defined in prudential regulatory framework, are accounted for using the equity method. Jointlyowned business that are financial institutions are consolidated using the proportionate consolidation method, regardless of the method applied in the financial statements. With regard to the templates for the Insurance Group, the scope and structure of the VidaCaixa Group has been considered for prudential purposes.

The requirements for breaking down the Taxonomy information require that financial assets at amortised cost be valued at their gross carrying amount, before any adjustment to correct the value due to losses. Therefore, the total assets reflected in this section are higher than those contained in the group's prudential reserved balance sheet, where they are presented net of impairment value corrections.

Results of the ratios

The data as at 31 December 2023 have been prepared based on the best effort to adhere to the applicable regulations and will evolve in the future as further information becomes available from counterparties and new regulatory developments.

Eligibility and alignment ratios for the climate change mitigation and adaptation objectives

The ratios calculated on 31 December 2023 for the Banking Group and the insurance business, as set out in the Taxonomy Regulation and FAQs, are presented below.

See Taxonomy templates section 11 - EINF - Taxonomy Regulation (EU) 2020/852 and Delegated Regulations

> BANKING GROUP

> INSURANCE BUSINESS

See Taxonomy templates section 11 - EINF - Taxonomy Regulation (EU) 2020/852 and Delegated Regulations

> PENSION PLANS AND EPSV BUSINESS

See Taxonomy templates section 11 - EINF - Taxonomy Regulation (EU) 2020/852 and Delegated Regulations

> ELIGIBILITY OF THE REMAINING 4 OBJECTIVES

Considering that in 2023 the Delegated Regulation was published, which establishes the technical criteria for selection and not causing significant harm in the remaining four environmental objectives, the information available related to eligibility with these objectives is limited. Therefore, an eligibility of 0% is considered for said environmental objectives.

In 2023 the Delegated Regulation 2023/2485 was published, where the number of eligible activities in the climate change adaptation and mitigation objectives has been extended. Therefore, the information available related to eligibility with these activities is limited, and an eligibility of 0% is considered for said activities.

Indices and ratings

In FY 2023, CaixaBank was ranked the 13th most sustainable financial institution in the world

according to the Dow Jones Sustainability Index, and the only Spanish bank that improved its score compared to 2022.

The Bank received the highest score in the areas of transparency and reporting, ethics in business, information processing and cybersecurity, and human capital development.

In keeping with its goal of being a European benchmark in sustainability, CaixaBank is the only Spanish bank that has voluntarily undergone the Sustainable Fitch ESG assessment in the solicited category, which entails a greater commitment to information and allows for a more detailed analysis. Sustainable Fitch issued it an ESG Entity Rating of 2 in the assessment it conducted in 2023, one of the highest ratings in the financial sector worldwide.

CaixaBank cemented its highest "A" score in the CDP for the third year running due to its action against climate change, and it renewed the Leadership category for the tenth year in a row. In addition, the bank obtained the highest rating in 11 of the 12 categories analysed.

Widespread recognition by the main sustainability rating indices and agencies.

CaixaBank Worse-Scale-Better Featured
2 >
ESG Entity Rating Score. Benchmark analyst: Sustainable Fitch Solicited
>
1st inclusion/last update/next update: 2023 / Oct. 2023 / Oct. 2024 (annual)
>
First Spanish bank to voluntarily submit to the Sustainable Fitch ESG assessment in the solicited
category
82 >
DJSI World, DJSI Europe
>
Included consistently since 2012. Last updated December 2023
>
CaixaBank ranks 13th in DJSI World and 2nd in DJSI Europe.
A(Average) >
CaixaBank has been part of the MSCI ESG Leader Index since 2015
>
First inclusion in 2015. Last update February 2023
>
Leader in consumer finance protection and above average ratings in environmental impact finance,
access to finance and corporate governance.
>
MSCI ESG analysis
4.2 >
FTSE4Good Index Series
>
First included in 2011. Last updated in January 2023
>
Above-sector-average rating (4.1 vs. 2.6 sector average); also above average in all aspects:
Environment: 3 vs. 2.8 sector average; Social: 4.7 vs. 2.7 sector average; Governance: 4.8 vs. 3.6 sector
average.

average. > FTSE Russell Index

2023 Consolidated Management Report

CaixaBank Worse-Scale-Better Featured
Low
risk
(16.1)
>
STOXX Global ESG
>
First inclusion in 2013. Last updated in December 2023.
>
"LOW RISK" ESG risk exposure CABK's ESG material risk management is Strong and above the
average of the international banking subindustry (Diversified Banks), which is 26.6.
>
Analyst Sustainalytics
A
(Leader
ship)
>
First inclusion in 2012. Latest update January 2024
>
Included in the A list.
>
10th consecutive year in the "Leadership" category for corporate transparency and climate risk
action
>
CDP Analyst
C +
Category:
Prime
Transpare
ncy:
very high
Decile
rank: #1
>
ISS ESG Europe Governance QualityScore Index, Solactive ISS ESG index Series.
>
First inclusion in 2013. Last updated December 2023
>
CaixaBank is in the top 10% of the sector (Public & Regional Banks, which includes 279 companies),
PRIME category with a decile 1
>
ISS ESG ratings
1 >
Monthly update, last updated December 2023
>
Highest score (score 1) in all three aspects of the ISS ESG Quality Score: Environmental, Social and
Governance
>
Analyst ISS
67
(Advanced)
>
Solactive Europe Corporate Social Responsibility Index PR
>
First inclusion in 2013. Last updated in October 2023
>
Advanced category and above the "Diversified banks" sector average; "Advanced" category and
above average in 16 topics, including Environmental Strategy, Climate Change, 3 areas in Human
resources, Green products and SRI, Internal controls and risk management, Non-discrimination and
Financial inclusion, among others.
>
Moody's ESG Analyst

In addition, in 2023, CaixaBank was chosen to be part of the new ESG index family created in the Spanish market, consisting of Ibex ESG and IBEX ESG Weighted (indexes comprising a total of 47 listed Spanish companies).

Included in the S&P Global Sustainability Yearbook 2024 for the eleventh consecutive year and distinguished with the Top 10% recognition, S&P Global ESG Score 2023, for its excellent sustainability performance.

In addition, CaixaBank collaborates and maintains an ongoing dialogue with other bank's main stakeholders in ESG matters, namely the leading NGOs or other organisations, with a view to ascertaining what issues they value most and their perception of the Company's management in this regard.

In 2022, the international entity World Benchmarking Alliance (WBA), founded in 2018 with the goal of helping companies achieve the Sustainable Development Goals (SDGs), ranked CaixaBank as the top Spanish bank in contributing to a fair and sustainable economy. Ranking it 9th worldwide and 7th among European institutions. WBA is expected to do a new assessment in 2024.

Technology and digitisation

2023 Consolidated

Management Report

CaixaBank continues to focus on improving the flexibility, scalability, and efficiency of its IT infrastructure, an approach which enables us to improve cost efficiency, potentially diversify outsourcing, reduce time-to-market, increase timing of versions, and become more resilient.

CaixaBank's constantly increasing investment in technology is a key part of our strategy, as it enables us to satisfy customer demands, ensure growth and adapt to changing business needs. The robustness of the infrastructure and constant innovation work ensure the availability of information with full guarantees of security.

In 2024, the aim is to continue transforming the IT platform, the architecture of which has traditionally been oriented towards robustness and scalability:

  • Providing the business with cloud capabilities (scalability, agility and efficiency).

  • Promoting advanced analytics and artificial intelligence with data in a new technology platform in the cloud.

  • Committing to the applicability of Generative Artificial Intelligence, with use cases in production to bring value to the customer and employees

  • Redesigning the most relevant processes for the business and development of new infrastructures.

> INVESTMENT IN TECHNOLOGY AND >DEVELOPMENT (€ M)

Technological infrastructure

There continues to be an increased use of digital channels by customers, on which we have continued to focus, together with remote management, to achieve greater proximity to customers.

In 2023, emphasis continues to be placed on increasing resilience measures, focusing on improving channel availability while working to stabilise consumption despite an increase in transactions.

The continuous improvement of IT infrastructure is a pillar of the Group's management. Several high-performance Data Processing Centres (DPCs) are available to cover the needs of the business, and have been developed to increase the level of efficiancy and resilience to new risk scenarios.

It also remains committed to migrating to cloud solutions to reduce operating costs, to be more agile in the development of applications, and to make a fourth copy of the business-critical data, with the aim of protecting it against cyberattacks.

4.1 M

→ QUALITY AND RESILIENCE CSF indicator. target 2024 >4

> THE CONTINUOUS IMPROVEMENT OF THE IT INFRASTRUCTURE ENABLES THE PROCESSING OF > EVER INCREASING VOLUMES

240,604 M ~ 30,000
transactions processed.
214,567 M in 2022
Transactions per second.
29,000 in 2022
1,117 ~ 84%
applications managed on the
cloud. 1,035 in 2022
significant incidents resolved in
less than 4 hours. 83% in 2022

IT Strategic plan

Technology is one of the two cross-cutting drivers of the 2022-2024 Strategic Plan. The technology strategy is reflected in the 2022-2024 IT Strategic Plan, which was designed to address current and future needs in an effort to be at the forefront of technology and align with the priorities of the business.

In 2023, progress was made in the execution of the Plan's main lines of action, as well as incorporating priority programmes that were not initially considered.

88%

→ CaixaBank Tech staff with Agile training (target 2024 - 80%)

Data-driven

CaixaBank has an information platform with a centralised repository, with the necessary governance to guarantee the quality and availability of the data, and technological solutions that enable it to extract the maximum value from the data in analytical and artificial intelligence uses.

14,544 22 TB

  • → Metrics Certified in DataPool 12,992 in 2022
  • → Of data managed daily. 20 TB in 2022

In keeping with the Company's strategy, the DataNow programme was launched in November 2022 to address the growing demand for advanced analytics and artificial intelligence, and to transform the technological platform into a cloud solution.

The programme is based on three fundamental pillars:

  • Improved technology: Creation of the Data & Analytics strategic platform atop Google Cloud, and development of the first use cases with an impact on business.

  • Enhance data governance: Evolution of the operational model in order to scale the volume of data managed and implement governance in the field of Responsible Artificial Intelligence.

  • Boost talent: Training and certification of users in the areas of the new platform.

To promote the programme, a multidisciplinary, multi-department work team was created to ensure that the platform's design meets the Company's global needs. The implementation roadmap follows an incremental delivery model that allows technological capabilities to be created in lockstep with the implementation of use cases that maximise the business impact.

> As per the plan defined, in 2023:

The first two releases of the platform were delivered, focused on providing the basic capabilities to have an end-to-end platform for creating and producing Data and Machine Learning applications that cover the current functionalities of the DataPool.

These capabilities have allowed us to meet the strategic objective of enhancing advanced analytics in business, developing 10 use cases, which will allow us to generate an economic return, and an intangible benefit by having an impact on agility and time to market.

> As per the plan for 2024:

The main goal of DataNow for 2024 is to start the Journey to Cloud to migrate the DataPool, starting a Migration Plan for work and development environments (KDEs), with more than 200 work environments for CaixaBank departments and Group companies. The change will allow us to enjoy all the benefits provided by the new platform in terms of agility, usability and capacity, as well as to reduce the resources consumed by DataPool.

> A BIG DATA MODEL THAT ALLOWS FOR GREATER > ADAPTABILITY

Journey to cloud

CloudNow is the CaixaBank system's development program for the public cloud. This program will follow a cloud strategy based on three fundamental pillars:

Cloud first Hybrid cloud Multi-cloud

  • → The latest in cloud technology.
  • → Following a progressive approach by balancing the onpremises infrastructure and

cloud services.

→ Deploying a model that allows us to work with the main cloud providers under an integrated vision of the service.

Within the CloudNow programme, in 2021 CaixaBank reached an agreement with IBM to gradually shift the loads from the Bank's platform to IBM Cloud. In 2023, the agreement was revised to make this technology update project more flexible.

After 2 years with the project, CaixaBank has the different Landing Zones in Frankfurt and Madrid, which have more than 500 migrations between the IaaS and PaaS models, and the first deployments have been initiated.

In addition to the migration itself, CloudNow implies an evolution of our applications, which must be ready to be deployed in the cloud from our DataCenters and run in these new "containers" in order to generate efficiencies and reduced operating costs, as well as greater agility in the development of applications.

€13.9 M 30%

  • Cloudnow savings in 2023. SP 2022-2024 Objective 2024:€8.5 M
  • Cloud Absorption in 2023. SP 2022-2024 Objective 2024:32%

Implementation of new technologies

The adoption of Artificial Intelligence remains, for another year, strategic, offering scalable and robust services to customers and employees, and optimising financial services with technology.

In 2023, various projects were carried out involving the application of Artificial Intelligence. Of note in this regard are:

  • The development of the new Artificial Intelligence platform, Document, to automate document management. In 2023, the first use case of Document AI was implemented to verify signatures on documents. The new solution is already validating over 150,000 documents a day, and has reduced the documents sent to the backoffice by 50% compared to the previous solution.

  • The launch of the new Generative Artificial Intelligence initiative (GenIAl), which implements six use cases to test Generative AI. Developments in the use cases, such as the Wall, Customer Service (CS) and Noa, were completed in 2023, with employees doing end-to-end tests in the production environment. In January 2024, the pilot was open to testing by end users.

The implementation of new technologies is key to improving operational efficiency

In addition to the application of Artificial Intelligence, CaixaBank also implements other technologies that can be used to reduce the time dedicated to administrative processes in order to improve operational efficiency. In this regard, the following projects were carried out in 2023, among others:

  • A new voice-to-text transcriber was implemented using the Whisper model. Since its implementation, more than 700,000 calls from customers to the Contact Center have been transcribed.

  • A language translator has been developed for internal use, with specific CaixaBank vocabulary.

  • A text predictor has been developed for the employee virtual assistant (Noa). This text management ability makes it easier to search for information in Noa.

> AT CAIXABANK, ADOPTING THE LATEST TECHNOLOGY IS KEY TO > INCREASING PRODUCTIVITY

502 15

  • → Number of cases where robotics were implemented 1 444 in 2022
  • → Number of cognitive assistants to assist in administrative processes 15 in 2022

89% 8.872.366

  • → Automated responses by virtual assistants with employees - Branch Channel 86% in 2022
  • → Conversations initiated by virtual assistant with employees - Branch Channel 7,260,434 in 2022

109

→ Operations automated by the virtual assistant

1Cumulative data. In 2023, 87 new robots have been created and 29 have been decommissioned.

Agreements and partnerships

In January 2024, a new contract was signed with a three-year term with Microsoft (2024-2026), structured under the EA (Enterprise Agreement), with the objectives of:

  • → Renew the user licences of the Office 365-E3 suite, which gives employees a productivity environment on their devices (email, One Drive, Teams, Sharepoint, etc.)
  • → Protect the Group's identity environment, in response to the challenge of establishing and scaling loads in Azure, both for Generative Artificial Intelligence (GenIAl) uses and for virtual desktops (VDI), by contracting Defender for Identity.
  • → Exploit the collaboration analytics in Office 365 through VIVA Insights as a transformational driver towards new ways of working.

Microsoft Agreement FUJITSU/NCR Atleos Agreement

In 2023, an agreement was signed with NCR Atleos and Fujitsu to supply 3,200 ATMs. This new agreement provide CaixaBank:

  • → ATMs with maximum benefits for customers.
  • → Stability and containment of costs over the coming years.
  • → Minimise operational risk due to using two suppliers

In 2020, all the SAP product licences of the various CaixaBank Group companies were combined into a single corporate agreement for a period of 3 years, which was renewed at the end of 2023.

The renewal of this agreement considered a change of models consistent with the strategy of evolving to the Cloud for on-prem licences.

In this context, it was decided to shift to SAP RISE, which entails a project to transition to the Cloud that has been estimated at 4 years, during which the current on-prem model and the SAP RISE subscription model will coexist.

SAP Agreement Agreement with Google Cloud

In 2023, a contract was signed with Google Cloud, as a Data, Analytics and Artificial Intelligence services partner, to address the capacity, agility and innovation needs of the Bank.

This agreement allows CaixaBank to benefit from specific economic conditions and investments from Google Cloud, and gives it access to engineers and product managers to guarantee that Google's services will be adapted to the needs of the Bank.

06.

Customers

  • Our customers [PAGE 280]
  • Customer experience [PAGE 283]
      1. Customer's life experiences for natural persons [PAGE 284]
      1. Measuring and managing the customer experience [PAGE 286]
  • Transparent and responsible marketing [PAGE 288]
  • Dialogue with customers [PAGE 290]
      1. Customer service [PAGE 291]
      1. Engagement with customers to promote sustainability [PAGE294]
  • Privacy and personal data protection [PAGE 296]
  • Cybersecurity [PAGE 298]
      1. Governance framework [PAGE 298]
      1. Corporate model [PAGE 299]
      1. Control environment [PAGE 300]
      1. Security culture Awareness of customers and employees [PAGE 302]
      1. CaixaBank's participation in European projects [PAGE 303]

Our customers

CaixaBank is the "Group of choice" for individual customers in Spain with a sound and growing franchise in Portugal.

20.1 M

Customers

18.2 M In Spain

1.9 M

In Portugal

€630,330 M

Customer funds.

€354,098 M

Loans and advances to customers, gross

41%

No. 1 Penetration in private customers (Spain).

30%

No. 1 Main bank for private customers (Spain).

Customer confidence translates into high market share

■ Spain ■ Portugal

> SPAIN FEES > PORTUGAL FEES

_Retail Banking
Loans to households and businesses
23.5%

24.0% in 2022
24.7%

24.74% in 2022
Household and business deposits _Retail Banking
Loans to households and businesses
11.7%

11.5% in 2022
10.5%

10.9% in 2022
Household and business deposits
_Individuals
Direct deposits of pensions
34.3%

34.2% in 2022
Mortgage credit
24.8%

25.6% in 2022
_Individuals
Direct deposits of salaries
10.3%

10.0% in 2022
Mortgage
14.4%

13.8% in 2022
Corporations
Loans to businesses
23.5%

23.8% in 2022
_Asset management
Long-term saving3
29.3%

29.7% in 20222
Corporations
Loans to businesses
11.3%

11.0% in 2022
_Asset management
Investment funds4
15.6%

11.6% in 2022
_ Insurance
Savings insurance
36.5%

35.5% in 20222
Life-risk insurance
26.0%

23.2% in 2022
Health insurance1
30.6%

28.9% in 2022
At CaixaBank, we want
to
build loyalty among our
customers
71.5%

Linked customers out of total
_Payment methods
Card turnover
31.1%

31.4% in 2022
POS turnover
30.9%

31.5% in 2022

1 Data as at September 2022. 2 Sa Nostra portfolio included in the 2022 figure.

3 Market share aggregating investment funds, pension plans and savings insurance. The latter corresponding to sector data, estimated based on the change in total life insurance.

4 Outlook asset management.

We are starting from a privileged position, with high market shares, with an undisputed leadership in banking and insurance in Spain with a view to continuing to grow, which is why we continue to improve the customer experience day after day.

We have premium brand reputation with broad external recognition

Customer experience

Customising our service, enhancing the user experience, the increasing importance of financial advice, the increased interaction through mobile channels and other innovations, are all trends that are changing customer behaviour.

Customer Experience is one of the priorities of the 2022-2024 Strategic Plan. Specifically, the second strategic line seeks to operate an efficient customer service model adapted to customer preferences:

-

- A distribution platform adapted to suit each profile

01. 02.

  • Specific value proposals for each group.
  • See "Business Model" See "Business Model"

A unique advisory service model A wide range of products

03. 04.

based on customer experiences.

> UNIQUE ADVISORY SERVICES

Knowledge and training

Systematic commercial protocol adapted to customers

Socially responsible investment proposals

Extensive, diverse and customised solutions

Digitalisation to provide better service to customers

Customer's life experiences for natural persons

Own factories together with strategic agreements with leading companies allows us to offer customers the best value proposition in an efficient manner.

> DAILY BANKING

Day to day

Making the customer's day-to-day life easier by offering our services quickly and easily whenever they are needed

€106,146 M 611,844 7.9 M

Card billing €96,572 M in 2022 Points of sale

593,241 in 2022 Bizum customers 7.2 M in 2022

Main products

- Accounts Payments Transfers

Bills Cards Donations

#1 Payment methods

(20% share)

Alliances to improve the value proposition with new services

> FINANCING

Enjoy life

Making financing easier for customers to help their current and future dreams and projects become reality.

> 23,300 > 269,600 €1,383 M

Car leasing
operations >17,700
in 2022

Operations on Wivai
(digital channels) >
365,500 in 2022

Microcredits granted
and other financing
with social impact in
€1,016 M 2022
Main products

Mortgage and

Project Finance

Microloans

Personal loans

Guarantees

Consumer financing

Working capital lines
Agreements with manufacturers to finance and distribute

> INSURANCE AND PROTECTION

Sleep peacefully

Being by our customers' side to take care of what is important to them and help them protect it

€13,444 M €5,563 M ~ 1,199,000

Premiums marketed €10,208 M in 2022

  • Benefits paid €5,179 M in 2022 MyBox policies marketed >1,044,000 in 2022
  • Main products
  • Life-risk insurance Non-life insurance
  • (health, home, car, funerals, etc.), Home and personal protection services

No. 1 Life insurance No. 1 Life insurance (49.9% share)

> LONG-TERM SAVING

Think about the future

Helping our customers plan their savings and face their future with certainty

€122,934 M €146,144 M

  • Managed funds (insurance and pension plans) €114,797 M in 2022
  • Investment funds,
  • portfolios and SICAVs €136,614 M in 2022

Main products

- Investment funds Portfolios managed Unit Linked

No. 1 Life insurance

  • Life annuities Pension plans Pension plans
  • Savings insurance Securities and other financial instruments

Measuring and managing the customer experience

Implementing a real-time listening model

The Customer Experience is one of the priorities of the 2022-2024 Strategic Plan.

The second line of the Strategic Plan contemplates the development of an efficient customer service model adapted to suit customer preferences, with the aim of achieving a best-in-class customer experience.

To this end, CaixaBank has implemented, as a strategic tool to set itself apart, a new and innovative Customer Experience model in the banking sector.

It is based on three levers that put the focus on the customer: Listen, Understand and Act, to continuously improve their experience.

Listen

Net Promoter Score Model

A new, more personal, omnichannel and immediate (real-time) listening model following customer interaction via the branch, the app, the web, ATMs or the contact centre.

This model allows the customer to give us their opinion quickly and easily, via their phone, by email, or by telephone in the case of those who are less digitally minded.

Understand

We analyse

We use artificial intelligence tools to generate insights and interpret the feedback we receive from customers:

This lets us manage different types of customers more efficiently and effectively, offering customised solutions while generating automated internal improvement processes.

Act

Close the Loop

We activate "Close the Loop" management with dissatisfied customers after their visit to the branch or contact with their advisor.

The branch manager's approach is a second chance to get more promoter clients. It's a WOW! experience

It enables us to close the improvement cycle, interacting individually with each customer (inner loop) or on a global level (outer loop).

The value insights we obtain allow us to generate Action or Improvement Plans aimed at an attribute, a segment, a territory, etc.

> MEASURING CUSTOMER EXPERIENCE

Greater granularity and scope

2,837,980 M/month

NPS Real Time surveys sent

1,186,060 M

Comments received Real Time surveys

> CAIXABANK SPAIN

78

Net promoter score Branch (NPS)1 . 64 in 2022

NPS Retail Branch
73.7
NPS -
Private Banking
Branch
93.4
NPS Commercial NPS Microenterprises
Banking Branch Branch
86.7 81.0
CTL Management Improved CTL
80.6% 5.2 pp
IEX Institutions

93.4

92.4 in 2022

IEX Corporations

92.2

91.6 in 2022

> BPI PORTUGAL

IE Individuals IE Premier
88.9 86.6
90.6 in 2022 87.1 in 2022
IE Business
85.5

84.8 in 2022

1 The NPS measures likelihood of recommendation by CaixaBank customers on a scale of 0 to 10. The index is the result of the difference between the % of Promoter customers (ratings 9-10) and Detractor customers (ratings 0-6).

Transparent and responsible marketing

The CaixaBank Corporate Marketing Communications Policy, which was updated in July 2023, includes a detailed description of the internal mechanisms and controls in place to minimise the risks related to publicity. The Policy details relevant considerations and the formal requirements that the Group's advertising must meet.

Advertising has a major impact on customer expectations and the resulting decision-making process. The Group's advertising and publicity activities must, therefore, always respect the following principles:

  • Legality: Advertising must comply with the standards established in Law 34/1988, of 11 November, on advertising, in Law 3/1991, of 10 January, on unfair competition and other general rules applicable to the advertising of products and services.
  • Clarity: Advertising must help the target customers understand the product without causing doubts or confusion.
  • Balance: The advertising message must reflect the complexity of the product or service and the channel used.
  • Objectivity and impartiality: The message must be objective with no subjective assessments.
  • Transparency: The message must not deceive.

2023 Consolidated

Management Report

Advertising must also respect the dignity of individuals, any image and intellectual property rights held by third parties, and the corporate image of each of the Group's companies.

CaixaBank is a voluntary member of Autocontrol, the association for selfregulation in advertising, which encourages good advertising practice.

> ADVERTISEMENTS OR ADVERTISING CAMPAIGNS REFERRED TO >AUTOCONTROL FOR REVIEW

>CERTIFIED PROFESSIONALS

Employees' knowledge of products and services is key to ensuring that the information conveyed to customers is clear and complete. Training and awareness-raising help to ensure that employees have adequate knowledge of products and services.

31,843 29,189 30,510
Professionals certified
in MiFID II
33,512 in
2022
Employees with
certification in real
estate credit law 28,792
in 2022
Employees with
certification in the
insurance distribution
directive
(IDD) 30,440
in 2022

> RESPONSIBLE LENDING PRINCIPLES

Given the nature of CaixaBank's business, the general principles applicable to responsible lending set out in Annex 6 of Bank of Spain Circular 5/2012 of 27 June on transparency in banking services and responsible lending are of particular importance. In particular, with a view to tailoring products and services to customer needs. In this regard, the internal regulations reflected in the Corporate Credit Risk Management Policy (updated in February 2023) expressly include the monitoring of the principles of responsible lending in the granting and monitoring of all types of financing.

In addition, the company has incentive plans that incorporate quality scales and best practices, governance and product surveillance procedures, digital files that guarantee the maintenance and updating of financial documentation in order to study the analysis and study of operations, monitoring indicators and internal communications that favour compliance with the principles of responsible lending in the commercial network.

The Bank's responsibility for granting loans or credits must be taken into account when products subject to these regulations are offered, and it must treat its customers honestly, impartially and professionally.

Before the transaction is approved, the Bank must conduct an in-depth assessment of the applicant's solvency, preferably taking into account the applicant's ability to deal with the repayments and not exclusively the value of the collateral that can be offered.

The Entity must also appropriately inform the applicant on the characteristics of the products that best suit the request, so that the applicant can reflect and compare them with other offers on the market in order to take a decision.

At CaixaBank, the whole Group is committed to applying and monitoring these principles.

> TRANSPARENT CONTRACT PROJECT

Since 2018, CaixaBank has promoted a project to use clear legal language to its contracts with customers. The objective is to promote transparency in the marketing and communication of our products. These new contracts are more friendly, more legible, clearer and more understandable, which translates into a greater sense of peace of mind and trust among our customers. The new format has already been implemented in more than 30 contracts (39 documents in production at the end of 2023), the most common ones in CaixaBank's retail banking offer, such as credit cards, current accounts, CaixaBankNow digital banking, consumer loans and various items in the MyBox range. These changes have not only affected the legal language, but have taken into account the entire contracting process, including aspects such as the design and the reading support used by the client. In this respect, digital reading is of particular relevance as customers nowadays mostly review and sign contracts via screens, be it office terminals, home computers or mobile phones. In the future, the Bank plans to continue extending the implementation of this new type of contract in the commercial offer of both Retail Banking and Private and Premier Banking.

Transparent contract project aims

Transparency

Improving the transparency in the signing of contractual documents by customers.

Clarity

Through clear, comprehensible language.

Security

And legal security for the customer and the Company.

Trust

Improving the customer's experience and inspiring confidence when they sign.

Dialogue with customers

The aim is to foster active dialogue with customers and provide them with the necessary channels so that they can send their queries and complaints, and offer them an agile, customised and quality response.

The customer's voice is mainly gathered through:

Customer experience measurement model

Which gives rise to indices that allow us to measure their experience and the quality of the service.

See "Measuring and managing the customer experience"

GRI (Global Reputation Index)

Is a dialogue tool through which customer feedback on specific issues and reputation is gathered.

See GRI (Global Reputation Index)

The Materiality Study

It is a strategic tool for defining the Company's strategy and the Sustainable Banking Plan, which captures the voice of key stakeholders, including customers. Customers are asked for their insight and vision on the priority aspects for CaixaBank in terms of impact and sustainability.

See "Materiality Study"

The Customer Contact Centre

Manages queries, requests, suggestions and incidents from customers and users, reaching it through the channels provided by the Company. See "Customer Contact Centre"

Customer Service

Are the main channels that the Entity offers customers to attend to their queries and claims.

See "Customer Service"

Customer service

Customer Contact Centres (CCC)

The Contact Center service manages queries, requests, suggestions and incidents from customers and users, reaching it through the channels provided by the Company: telephone, WhatsApp, web form, email, postal mail, chat, Twitter and Apps comments.

During the year, CaixaBank has continued to work on strengthening the integrated management of its customers' contacts, in order to avoid as far as possible referrals to in-person channels. CaixaBank's primary goal is to improve the customer experience. In order to assess the experience and provide ongoing monitoring to enable improvements, customer feedback is gathered at the end of the call. The assessment of these opinion surveys enables the NPS index to be formed, the cumulative value of which in 2023 was 66.2 with a response rate of 48.2. See section "Customer experience measurement model section"

In 2023, in order to continue to improve the customer experience, the telephone service for customers in our branches has been extended to new areas, and the telephone service for seniors has been promoted, thus consolidating these facilities, which were introduced in 2022.

The senior customer service offers customers an exclusive telephone number, +34 900 365 065, to be attended by staff trained in gerontology, without previously being attended by a virtual assistant. Senior customers receive the same treatment if they call the existing generic line. In total, more than 800,000 calls have been attended in 2023. See section "Society - Senior Collective"

The branch telephone service guarantees telephone service to all customers.

Initially, calls made by customers to the landlines of the branches are dealt with from the Contact Centre, which handles operational issues, forwarding those of a commercial nature to advisors.

> BREAKDOWN OF CONTACTS IN 2023

77,921

93.52% ■ Phone
7,167,403
5.46% ■ Written (letter, e-mail)
418,400
1.02% ■ Social Media

> REASON FOR THE INTERACTION TELEPHONE

Customer Service (SAC)

The Customer Service Department is responsible for attending to and resolving customer complaints and claims. This office has no connection with our commercial services. It performs its duties based on its independent judgement, applying customer protection regulations, regulatory requirements and best banking practises.

The implementation of the modernisation plan for complaint handling was completed in 2023, where the reduced response times have been consolidated and the quality for the Bank's customers has been prioritised.

Customer Service also aims to eliminate or mitigate any potential legal, operational and conduct risks detected in the enforcement of complaints. Various measures have been implemented in 2023 aimed at strengthening CaixaBank's actions with customers by means of proposals that improve the quality of the services offered by the Bank and provide a better customer experience through a preventive management of complaints.

With regard to the Senior group of customers, the protocols designed to serve this group have been strictly applied.

Customer Service is actively involved in the approval process for new products, contributing its expertise and ensuring the bank offers its customers a higher quality of products and services.

Complaints received 2023 2022
Customer Service -
CaixaBank
Preliminary claims 103,754 30,415
Other 175,793 170,467
Customer Services -
Subsidiaries
Preliminary claims 25,171 21,325
Other 34,046 30,037
Submitted to Supervisor's complaints services
Bank of Spain 4,336 6,381
Comisión Nacional del Mercado de Valores
(Spanish securities market regulator)
231 265
Directorate-General of Insurance and Pension
Plans
521 229

In addition, 47,553 claims were classified as inadmissible in 2023 (54,304 in 2022 and 35,862 in 2021). See Note 44.2. "Customer services" of the attached consolidated annual financial statements. The complaints listed here do not include those received by Credifimo (270 in 2023 and 109 in 2022), 27% being resolved in the customer's favour, or those of Banco BPI (7,259 in 2023 and 6,268 in 2022).

> BREAKDOWN AND MANAGEMENT OF COMPLAINTS RECEIVED BY THE CSO

> 2023

Type of complaint

40%
Loans
16%
Funding transactions
7%
Insurance and pension funds
9%
Channel
21%
Cards and POS
3%
Other services
4%
Services for receiving and
1% making payments

Investment services

> 2022

Type of complaint

> BREAKDOWN AND MANAGEMENT OF COMPLAINTS RECEIVED BY

  • 35% Resolved in favour of the Company
  • 18% Other (rejected/unresolved)

Average time for resolution

  • 78% Less than 10 days 20% ■ 10-30 days
  • 2% Over 30 days

  • 50% Resolved in favour of the claimant
  • 37% Resolved in favour of the Company
  • 13% Other (rejected/unresolved)

2023 Consolidated Management Report

Engagement with customers

CaixaBank carries out various engagement initiatives with the various stakeholders through each of the business segments, with the aim of adapting to the different customer profiles:

Corporate and Institutional Banking and Business banking

Within the scope of CIB, CaixaBank has an ESG Advisory service to support its corporate and institutional customers develop their strategy and positioning in terms of sustainability, promoting customer alignment through an engagement process.

The ESG Advisory methodology, created in 2021 by CaixaBank CIB, is based on the Cambridge Institute for Sustainability Leadership and UNEP-FI Guide.

In 2023, CaixaBank strengthened the ESG Advisory team to promote the sustainability of its corporate and institutional customers, through an engagement process based on a deep diagnosis and personalised advice based on the detected needs and opportunities. In addition, the topics that address this service have been extended, specifically regarding Net Zero and Clean Tech Advisory. The team assisted 36 out of the 90 corporate and institutional customers it pitched to.

In 2023, CaixaBank has acted as ESG Sustainable Finance Lending Coordinator, providing ESG advice to corporate customers in the process of structuring financing solutions.

In the field of Companies, a series of actions have also been carried out throughout 2023, of which the following are particularly noteworthy:

  • Three specific meetings were organised in Madrid, Barcelona and Zaragoza, bringing together more than 400 companies, SMEs and professionals to address the role of financing in the transformation towards sustainable business models.
  • Companies have been provided with a "carbon footprint calculator. This tool, whose methodology has been validated and verified by AENOR, where customers can compare their footprint with the national or European average and find out the environmental impact it represents.

The ESG Engagement project has been completed, whose objective is to hold conferences with customers to contrast the real appetite of companies for sustainable transition and CaixaBank as a leading partner on this path. The ESG Engagement project is part of an ambitious roadmap for the Bank in relation to sustainability, making it possible to build a new commercial value proposition that generates engagement with customers and positions CaixaBank as a leading financial institution in sustainability, through:

02

01 Understanding the customers' initial of customers

We know the starting point of each of our customers in relation to the implementation of sustainability measures.

04 Relationship of trust

Our sales teams and sustainable finance experts are ready to address any questions or concerns our customers may have.

Relevant customised solutions

We propose solutions adapted to each customer according to their transition challenges and tailored to the opportunities of their economic sector.

03 Offer the best service

Our managers and sustainable finance experts have the right solutions to support customers in their transition challenge.

05 Tangible added value

Our sales teams not only provide the best banking service but also give valuable advice on sustainability.

awareness sessions.

opportunities.

The Bank achieves this through the following steps:

according to sustainability and business variables.

Grouping of sectors according to the nature of their business and preselection of a short list of the most attractive sectors to carry out customer

Selection of sectors most impacted by changes related to sustainability and where CaixaBank can act as an accelerator due to its commercial positioning

Preparation of information meetings with managers and awareness-raising days (materials, logistics, etc.) with customers in the selected sectors. Monitoring of awareness days with customers and assessment of their ESG appetite and capturing feedback from managers/customers. The meetings will be monitored by the commercial teams, with the support of an expert in the sector in charge of resolving doubts about regulations or specific projects that the customer wishes to implement in order to improve their ESG positioning in their business activity. Lastly, the Bank focuses its efforts on promoting other initiatives that support its customers' transition to a carbon neutral economy through new distribution models, energy eco-efficiency, stimulating innovation and digitalisation, as well as promoting diversity and equal

(number of customers and exposure of the CaixaBank portfolio).

Private Banking

Development of a model to obtain a heatmap of the most relevant sectors CaixaBank, through the Social Value Project, is a pioneer in having a specialised unit that offers its Private Banking customers advice and a comprehensive solution to meet their needs in the area of sustainable and impact investment and philanthropy, making permanent solidarity projects available to people.

Managers work with customers to develop the best philanthropic strategy in line with their concerns, objectives and resources, to create the greatest impact at each stage of their engagement.

See section "Value creation model - Private banking"

Retail Banking

CaixaBank provides its individual customers, self-employed workers, SMEs and companies through CaixaBankNow a "carbon footprint calculator". This tool's methodology has been validated and verified by AENOR.

In addition, the user can compare their footprint with the national or European average and find out the environmental impact it represents, such as how many trees would need to be planted to compensate for it or how many kilometres by car it is equivalent to. This tool also identifies areas for improvement and offers a series of recommendations to reduce one's carbon footprint. The Bank has also made a carbon footprint calculation solution available to companies and businesses.

Privacy and personal data protection

Protection of personal data

The CaixaBank Corporate Privacy Policy1 , updated in 2022 by the Board of Directors, provides detailed information on the personal data processing carried out by the Bank, including a direct channel to contact the Data Protection Officer (DPO), so that customers can exercise their rights and review details of joint responsibility for processing, and access a link to manage consent.

In particular, the Privacy Policy is regularly reviewed and updated (biennially), so that it faithfully reflects all data processing activity. Each update to the Policy is reported to customers individually in the current account statements sent monthly and/or through the usual channels.

Governance Framework

CaixaBank ensures the correct management of data protection risk. For this reason, it has a solid governance model. The pillars on which the CaixaBank Group's governance framework for data protection and privacy risk is based are:

1 https://www.caixabank.es/particular/general/politica-privacidad.html

Compliance with the principles set out in Corporate Privacy Policy by all CaixaBank Group companies within their scope.

Corporate supervision by CaixaBank's corporate function on Group companies.

Alignment of the data protection and privacy strategy between all Group companies, and alignment with best practices, supervisory expectations and current regulations.

involvement of the Governing Bodies and Management of all Group companies.

Internal control framework based on the three lines of defence model that guarantees the strict segregation of functions and the existence of several layers of independent control.

The Data Protection Officer performs the function of advising, reporting and supervising compliance with the data protection regulations in the Group companies.

Corporate Model

All companies belonging to the CaixaBank Group have common regulations and policies (adapted to their jurisdiction and the sectors in which they operate) that regulate the privacy and protection of data holders. CaixaBank Group companies act on the basis of the following internal regulations and policies:

  • CaixaBank Group's Corporate Privacy Policy
  • Risk management methodology and assessments of impacts on personal data processing
  • Protocol for the preparation and maintenance of the Processing Activities Registry
  • Data storage protocol
  • Personal data breach management protocol

CaixaBank Group companies have also adopted common infrastructures for managing possible personal data breaches and to allow data subjects to exercise their rights.

  • Events that may be considered as personal data breaches are managed with the same tool and there is a single channel for reporting incidents.
  • Group companies have a common infrastructure for recording and managing the exercise of rights by interested parties, with a single channel through which customers can exercise their rights (www.caixabank.com/ejerciciodeederechos).

All cases in which rights are exercised will be managed centrally to ensure compliance with the time limits established by the GDPR, and the same quality standards in responses, regardless of the channel through which the request is submitted.

This common infrastructure aims to ensure that the exercise of rights by data holders is as accessible, simple and comprehensible as possible.

Privacy culture: training and awareness-raising

For the CaixaBank Group, it is essential that its employees, customers and shareholders know people's right to data protection and are aware of the importance of confidentiality and respect for data holders' fundamental right of personal data protection.

For this reason, the Company regularly trains its employees in data protection and carries out regular awareness-raising campaigns to reinforce the importance of complying with the regulations and the obligations arising from them.

2023 Consolidated

Cybersecurity

Management Report

Sustained investment in cybersecurity (+€60 M budget in information security by 2023).

Security is one of CaixaBank's top priorities. In 2023 the Information Security Strategic Plan was initiated for the next three years.

Throughout 2023, the number of cyberattacks worldwide has continued to increase, in line with the trend seen in recent years. The main types of cyberattacks include fraud, ransomware in all types of companies and attacks on critical infrastructure carried out by different groups related to geopolitical conflicts.

Although no cyberincidents were reported in 2023, in order to respond to the increase in cyberthreats, the CaixaBank Group has reinforced prevention, detection and response mechanisms to prevent such attacks from materialising, by constantly monitoring global threats. Thus, it has launched the Information Security Strategic Plan this year for the next three years (2023-2025). The Information Security Advisory Board (ISAB), an international group of experts in this area, has also contributed to the Plan, helping to validate the strategic objectives defined and contributing ideas related to challenges and opportunities.

The main proposals include reinforcing current capacity in areas such as: the culture of cybersecurity (for customers, employees and Senior Management), controls to prevent cyber fraud, and controls to ensure resilience to possible cyberattacks, in line with the Digital Operational Resilience Act (DORA).

In line with policies introduced three years ago, we continue to pursue initiatives to ensure we recruit and retain the best talent, despite the shortage of specialists in this area.

All these plans are reviewed and reported to the established control bodies, to inform them on progress and the effectiveness of these measures in mitigating risk.

The European Central Bank (ECB) has announced that it will carry out a cyber resilience stress test on 109 banks in 2024. The exercise will assess how banks respond to a cyberattack and how they recover from it, rather than their ability to prevent it.

Governance framework

CaixaBank has a corporate information security model based on robust governance:

The Security strategy reports to the Innovation, Technology and Digital Transformation Committee, which is a delegated committee of the Board of Directors.

See section "Corporate Governance".

The strategy is defined by the Information Technology and Security area (led by the CISO). Operational developments are monitored through various regular firstlevel committees such as the Information Security Committee.

Information Security Committee

This is the highest executive and decision-making body for all aspects related to Information Security at corporate level, chaired by a member of the Management Committee alongside the CaixaBank Group's corporate CISO.

Its purpose is to ensure the security of information in CaixaBank Group by applying the Corporate Information Security Policy and the mitigation of any identified risks or weaknesses.

In addition, the Global Risk Committee periodically provides information to the governing bodies.

Corporate Information Security Policy

The objective of this Policy to establish corporate principles on which to base actions in the field of information security.

The Policy is reviewed annually by the Board of Directors. The last review was carried out in December 2023.

The principles of the Policy follow the same review process and are published on the CaixaBank website2 .

Corporate model

In recent months, the CaixaBank Group has strengthened its corporate information security model with a qualified team distributed in different locations.

In 2023, the number of people dedicated internally to cybersecurity increased. However, the outsourcing ratio has been maintained.

80+ employees 120+ certifications

dedicated to the Group's
security.

(of those employees).
53% 24/7

Outsourcing.

External SOC1

1 Security Operations Center.

2https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Sostenibilidad/Principios_actuacion_politica_segurida d_informacion_ESP.pdf

Control environment

The control environment at CaixaBank consists of 3 lines of defence: Information Security, Non-Financial Risk Control and Internal Audit.

At the end of 2022, CaixaBank had an ECB On-Site Inspection in cybersecurity, which was completed in 2023.

See section "Corporate Governance"

Certification

CaixaBank also participates in different exercises in which a series of tests are carried out to assess certain cybersecurity capabilities, positioning itself in the top positions in the banking sector at national level.

In 2023, it came first in the ISMS ranking and achieved the maximum score for Information Security/Cybersecurity & System Availability in the DJSI report.

> BENCHMARKS

BITSIGHT1 CNPIC2 ISMS3 DJSI4
CABK 810/900 4.5/5 8.53/10 100/100
PEERS 800/900 4.3/5 7.57/10 89/100

CaixaBank maintains annual certifications in security processes.

CaixaBank holds recognised and prestigious certification which is updated annually. It includes ISO 27001 certification of all its cybersecurity processes, and CERT, which accredits its CyberSOC 24x7 team and allows it to actively cooperate with other national and international CERTs.

> CERTIFICATIONS

1 Bitsight. Average Spanish financial institutions. 2 CNPIC Cyber resilience report 2023. 3 ISMS Forum Multisectoral Cyberexercises

2023. 4 DJSI 2023. Information Security.

Review of cybersecurity by external third parties

CaixaBank remains proactive and actively defends itself, following the main information security frameworks and having its systems tested by third parties. Of particular note:

RED TEAM exercises carried out based on TIBER-EU guidelines (5 per year).

5

Red Team exercises per year. The robustness of our systems is tested with controlled real attacks.

This programme has 520 participants who report annually

Security culture - Awareness of customers and employees

The CaixaBank Group continues to promote a culture of security among both employees and customers

To this end, a number of specialised awareness-raising programmes for employees have been carried out during 2023:

  • Phishing simulation campaigns.
  • Fortnightly newsletters and publications on the intranet.
  • Information security course for all employees.
  • InfoProtect sessions.
  • Continuation of the gamification game launched in October 2022.

Awareness-raising activities for customers include the following:

  • CaixaBank Protect News, a newsletter that includes tips and advice.
  • Security notices in different media and on social media.
  • Podcast on cybersecurity with Gemma Nierga, winner of the Dircom prize for the best Spanish podcast in 2023.

A brand that has incorporated security awareness initiatives aimed at employees and customers since 2015

63% 12

  • 0-Clickers in a phishing campaign. 59% in 2022
  • Phishing simulations per employee 12 in 2022

96%

Employees have completed the security course 99% in 2022.

CaixaBank's participation in European projects

CaixaBank is a leader in terms of innovation and cybersecurity, standing out for its contributions to various European projects where it collaborates with large corporates and institutions and supports European Union funding.

Trapeze

Assessment of the customer's digital identity wallet for authentication and management of data privacy.

Concordia

Pan-European X-sector Cybersecurity Centre.

Infinitech

Monitoring based on data analytics for the assessment of security risk and fraud in the financial environment.

Rewire

Certification of skills for professionals dedicated to cybersecurity in the European financial field.

In 2023, CaixaBank continued to participate in various initiatives (some from the end of 2022), including:

AI4CYBER (September 2022 - August 2025)

The aim is to provide an ecosystem of next-generation cybersecurity services that harness AI and Big Data technologies to help developers and system operators effectively manage security, resilience and the dynamic response to advanced cyber attacks based on AI. CaixaBank's main role in the project will be to lead a pilot scheme for protection against internal attacks or attacks by suppliers, and to test the solutions developed in the project in the realistic setting of a financial institution. The objective of this pilot scheme is:

  • To improve models and reduce false positives in the detection of anomalies in the behaviour of corporate users (suppliers and internal users).
  • To reduce response time in the event of incidents.

ATLANTIS (October 2022-September 2025)

The aim is to improve the resilience and physical cybersecurity of critical European infrastructures, going beyond the separate treatment of assets and critical infrastructure systems and addressing resilience at the systemic level when confronted with the main natural hazards and complex attacks that could potentially disrupt the vital functions of society. CaixaBank's main role is to lead the pilot scheme for the financial environment, laying the foundations for international cooperation and cyber-intelligence between financial institutions and fintechs, with the aim of improving resilience against large-scale attacks that go beyond individual banks.

GREEN.DAT.AI (January 2023 - December 2025)

Its aim is to develop new, large-scale, energy-efficient, data-analysis services based on AI that are ready to be used in industrial systems. The services envisaged for the platform include data enrichment enabled by AI, data sharing incentive mechanisms, synthetic data generation, explainable AI (XAI), feature learning with privacy preservation, federated learning (FL) and automatic transfer learning (Auto-TL). CaixaBank is leading a pilot scheme that aims to explore the use of explainable AI to improve the efficiency of fraud detection systems, while avoiding possible bias and unwanted discrimination in the use of Big Data.

EMERALD (3rd quarter 2023 - 2nd quarter 2026)

The objective is to transform the concept of continuous assessment and certification of cloud-based services into a complete scheme for Certification as a Service (CaaS), improving the technological interoperability of current monitoring solutions and allowing the incorporation of specific regulations on topics or domains, such as AI. CaixaBank will lead a case study of the use of continuous certification of multi-cloud services, automating the process of collecting data and reporting security checks.

INTERSOC (Jan 24 – Dec 26) NG-SOC (Jan 24 – Dec 26)

Both proposals aim to generate tools and services that improve the ability of Security Operations Centers (SOC) to detect anomalies caused by new patterns of attacks, exchange and automate cyber-threat information (CTI) and respond to incidents, in line with the best practices established by the CSIRTs Network and CERT-EU. CaixaBank will lead case studies of the use of the solutions provided in the two projects from the financial sector's point of view, assessing the use of Artificial Intelligence tools to improve detection, response and the ability of CaixaBank's SOC to liaise with other European SOCs to exchange information and share strategy, especially in terms of:

  • Applying Artificial Intelligence to improve the ability to detect cyberattacks.
  • Automating the exchange and use of cyberintelligence.
  • Developing penetration tools for emerging vulnerabilities.

07. People and culture

  • &gt; Corporate culture [PAGE 309] > Culture and Leadership Model [PAGE 310 ]
  • Diversity and equal opportunity [PAGE 313

    • Gender diversity [PAGE 315 ]

    • Functional diversity [PAGE 321 ]

    • Generational diversity [PAGE 323

    • LGTBI DISABILITY [PAGE 325]

  • Professional development and pay [PAGE 326 ]

    • Professional Development [PAGE 326

    • Appropriate and meritocratic compensation [PAGE 336 ]

]

  • Employee experience [PAGE 341 ]

    • Value proposition for employees [PAGE 341 ]

    • Work Environment [PAGE 345]

    • Labour standards and staff rights [PAGE 346 ]

    • New ways of working [PAGE 347 ]

    • Equality Plan [PAGE 348

    • Promoting well-being in a healthy and sustainable environment [PAGE 352 ]

]

]

]

  • Dialogue with employees [PAGE 358 ]

    • Engagement and active listening [PAGE 358]

Culture and people are particularly emphasized by CaixaBank as key enablers of the 2022-2024 Strategic Plan. to achieve the challenge of:

Being the best financial group to work for... "

... as well as having the best talent to meet the Group's strategic goals. "

The Chief Human Resources Plan was created to help achieve this goal. It includes the following drivers:

  • Promote an exciting, committed, collaborative and agile team culture of empowerment and tolerance of error.

  • Promote intimate, motivating, non-hierarchical leadership with transformative skills.

  • Encourage new forms of work with respect for diversity, equal opportunities, and the inclusion and non-discrimination on the basis of gender, age, disability or any other factor.

  • Transforming the management of the people development model: more proactive in team training and focused on critical skills.

  • Offer a differential value proposition to employees.

  • We are evolving towards a data-driven culture.

> CAIXABANK GROUP WORKFORCE

Changes in the CaixaBank Group workforce

The CaixaBank Group's workforce at December 2023 stood at 44,863 people, stable over the last year (+238 people | +0.5% compared to December 2022), achieving a balance across the regions.

In the last four years, the largest merger in the Spanish financial system has taken place within the CaixaBank Group, which led to the integration of 15,485 employees of Bankia S.A. in March 2021. As part of the merger, the need for reorganisation was identified in order to eliminate the duplications and overlaps that had arisen in the central services and branch network.

The voluntary departures related to the Restructuring Plan occurred during different time periods, primarily from November 2021 to July 2022. A total of 6,634 individuals left the organization as a result. This significant event accounts for the 40% growth in the workforce in 2021 and the subsequent 10% decrease in 2022.

Corporate Culture

Culture in the CaixaBank Group refers to the way of being and doing of all individuals who are part of it. It is one of the key pillars underpinning the implementation of the strategy and comprises three main areas that incorporate the characteristics and conduct envisaged in the concept We Are CaixaBank.

People, our priority

  • Committed: we encourage sustainable actions that have a positive effect on people and society as a whole.

  • Approachable: we personalise our relationships and communicate generating trustworthy relationships.

  • Responsible and demanding: we are proactive in providing maximum value to others, acting with excellence, and we make decisions independently, minimising risks and without fear of making mistakes.

  • Honest and transparent: we build trust by being upright, honest and coherent.

Working together is our strength

Collaborators: we think, share and work together as a single team.

An approach based on flexibility

Flexible and innovative: we promote generating ideas and change with foresight, swiftness and flexibility.

We are CaixaBank puts people at the centre and integrates these attributes into the daily life of each employee. This programme incorporates various measures, including active listening for ongoing improvement, communication, and training. Through these actions, we foster autonomy, agility, participation, and innovation, ensuring the utmost satisfaction for our employees and customers in alignment with the CaixaBank Culture.

Culture and Leadership Model

The Culture and Leadership Model of the CaixaBank Group allows behaviours to be aligned with the changing reality and to strengthen people's commitment.

The objectives of the model are:

  • Promote a team culture committed to our purpose and to be proud to work in the CaixaBank Group.

  • Strengthen knowledge of the attributes and conduct in line with the corporate culture.

  • Promote intimate, motivating, non-hierarchical leadership with transformative skills.

Through a total of six levers, the evolution of the Culture and Leadership model is driven by informing our professionals on the conduct of CaixaBank Culture.

Active listening

→ Development of the We Plan, which aims to improve the employee experience following the results of the Engagement, Culture and Leadership Survey conducted in 2022.

See more in We Plan

→ In October 2023, the Engagement, Culture and Leadership Radar Study was conducted on a representative sample of the workforce to measure the development of the measures implemented.

Communication

→ Launch of actions to promote knowledge of the We are CaixaBank culture and the behaviours associated with it in order to foster meeting the strategic goals and reinforce the pride of belonging.

  • → Training for new recruits on CaixaBank culture and behaviour.
  • → Training in AHEAD Culture and Leadership Model for professionals entering management positions.

Value proposal

Construction of the employee's value proposition aligned with the attributes of the CaixaBank Culture. For this purpose, there is an internal portal that includes all the benefits available to CaixaBank employees.

See more in Customer Experience - PV

Managerial development

With a special focus on Executives, to turn them into transformational leaders, benchmarks and promoters of the We are CaixaBank Culture and the AHEAD Leadership Model.

  • Launch of the programmes: Leading Leaders for Business Area Managers and Commercial Leadership in the Store for Store Branch Managers.
  • → Conducting the management assessment (AHEAD Review), based on the behaviours of the AHEAD Leadership Model.

See further information in Leadership model (AHEAD

→ Training for executives to carry out the soft skills assessment of their teams based on the AHEAD Leadership Model behaviours.

Ambassadors

Regional Areas.

Culture Trainers. Internal training for more than 300 culture trainers.

They are transformational agents who help spread the Culture model, brand purpose, and foster a sense of pride and belonging (We are CaixaBank Culture).

Human Resources Business Partners (HRBPs) and Human Resources Managers of the

Leadership model

The AHEAD Leadership Model and its five dimensions drive progress with the aim of always being one step ahead.

AHEAD is a Leadership Model where all the Bank's professionals are leaders in their sphere of influence. This model applies to the entire workforce and seeks greater self-leadership and responsibility in decision-making, as well as promoting proactivity and transversality.

AHEAD
ALLIANCES HUMANISM EMPOWERMENT ANTICIPATION DIVERSITY
Leaders able to
create Partnerships
from collaboration
and common
purpose.
Humanist, ethical,
approachable and
influential leaders
who focus on people.
Leaders who are
Empowered and
committed to achieving
sustainable results.
Leaders who
anticipate and
promote change, who
are flexible and learn
continuously.
Leaders with a
Diverse and
Inclusive mindset,
open to technology
and innovation.

Characteristics of the AHEAD Leadership Model

  • Aligned with the strategy, culture and organisational values.

  • Flexible and universal to adapt to the organisational context, online and central services

  • Sets clear expectations about what is expected of a leader on a day-to-day basis.

  • Measurable and evaluable. Seeks to achieve strategic objectives.

  • Inspiring people in terms of competence and skills models.

  • Acts as a guide towards a common culture and ways of doing things.

Diversity and equal opportunity

CaixaBank is committed and works to promote diversity in all its dimensions as part of its corporate culture, by creating diverse, transversal and inclusive teams, recognising people's individuality and differences and eliminating any exclusionary and discriminatory conduct.

To address the challenges arising in the coming years, it will be key for CaixaBank to have a workforce made up of diverse, empowered and committed people who, through equal opportunities and meritocracy, develop their full potential and talent. The Entity places special focus on gender diversity, generational diversity, the integration of people with different (functional) abilities and LGTBI diversity.

To this end, the company has a solid framework of effective policies that guarantee equal access for women to management positions (internal promotion), and which ensures diversity and meritocracy in recruitment, training and professional development, promoting policies of flexibility and conciliation and reinforcing an inclusive culture with principles set out in the Diversity Manifesto.

Go to Diversity Manifesto

The Diversity and Inclusion Report contains all the multidisciplinary initiatives and projects related to this subject carried out by the Entity over the course of the year.

Go to the Diversity and Inclusion Report

The Wengage programme, based on meritocracy, equal access, participation and inclusion, promotes diversity in all its dimensions. functional, generational, LGTBI, cognitive, cultural, etc.

The following plans have been implemented to meet these objectives:

2022-2024 Diversity and Inclusion Plan

Diversity and inclusion is one of the Group's strategic priorities. To drive these priorities forward and promote the growth of the Wengage programme, the 2022- 2024 Diversity and Inclusion Plan for 2022-2024 was formulated, which includes four main objectives:

  • Consolidate gender diversity in managerial and pre-managerial positions and continue to promote women's leadership in the organisation with a focus on senior management.

  • Foster a culture of inclusivity and diversity (beyond gender) and ensure equal pay for all the people in the Company.

  • Be the benchmark financial institution in terms of diversity and inclusion for customers and business segments.

  • Continue to promote diversity and equal opportunities in society through awareness-raising actions and strategic partnerships.

In addition, to ensure equal opportunity, CaixaBank, S.A. and other Group entities have different equality plans that they share with the aim of promoting, disseminating and contributing to gender equality, incorporating policies to facilitate the work-life balance for their staff.

It should be noted that the Equality Plan of CaixaBank, S.A. presents conditions that improve on those included in the Collective Bargaining Agreement and the Workers' Statute, among others, the presence of women in management positions.

See section "Workplace Environment - Equality Plan"

Gender diversity

CaixaBank has taken a further step towards gender equality and has set a new target of 43% for women in management positions by 2024, after having already reached the target set for this 2022-2024 Plan in 2023. This initiative is a significant step forward in the commitment to promote equal opportunities and support the increased presence of women in management positions and responsibilities.

43% in 2023 43% Target in 20241

→ Women in management positions (from deputy managers of large branches) for CaixaBank S.A.

1 The initial target set for 2024 of 42% to 43% with the update of the Equality Plan has been updated in 2023.

CaixaBank is committed to promoting gender diversity through impactful initiatives, both internally and externally.

In order to meet the main objective set by CaixaBank in terms of gender diversity, the Wengage programme in relation to gender diversity seeks to increase representation of women in management positions, promoting the value of diversity and raising awareness of gender biases and stereotypes. The core initiatives implemented at an internal level are:

Strengthening the role of women in the Group

  • > Internal female mentoring programme and certification that confirms the mastery of the Mentoring technique.
  • Mentoring Closingap Programme.Cross-mentoring aimed at women from organisations that are part of the Closingap alliance. It is based on an association of companies that analyse the economic and social cost of gender gaps and the impact of initiatives aimed at reducing them.

  • External Diversity Advisory Committee. Creation of an external body whose objective is to advise CaixaBank on its strategic decisions in the field of diversity and inclusion, bringing new perspectives from its experience and knowledge. The external Diversity Advisory Committee meets on a fourmonthly basis and is made up of 5 professionals from different business sectors.

Contribute from Human Resources processes

  • Consolidation of the internal promotion processes.

  • > Development of the gender pay equity analysis and preparation of the wage records and audit, in accordance with Royal Decree 902/2020 of 13 October.
  • Promoting and communicating work reconciliation measures as a key lever for ensuring gender equality.

  • Communication on gender-based violence:

    • Drafting of a compilation of recognised labour rights for victims of gender-based violence.

    • Centralised and confidential inbox for any workers that are victims of gender-based violence to communicate their situation so that the Company can process their complaint, understanding their condition and making all existing legal and internal rights and measures available to them.

  • Flexible and Responsible Company (efr): new online course in Virtaula on flexible and responsible leadership for managers.

Involve and educate all people.

  • Unconscious bias training: courses to help detect and minimise unconscious bias (non-inclusive opinions and behaviours) and communication actions to promote gender equality, such as Equality Week 2023 (8 March).

  • Internal dissemination of the equality-based communication guide, to promote more empathetic and equality-based communication in the Company and towards customers.

  • Network of Diversity and Inclusion Officers. Officers are added in each company of the Group in addition to each territory, and a face-to-face meeting is held with training and networking sessions, and quarterly online meetings.

Externally, the main initiatives focus on four areas.

Leadership and entrepreneurship

  • Organisation of the 7th edition of the Women in Business Award and collaboration with the international IWEC award to support to women entrepreneurs. It is an acknowledgment of the professional and business excellence of women who maintain an outstanding leadership background in the Spain.

  • Professional Self-employed Women's Award. 3rd edition of the award acknowledging the leadership and talent of self-employed professional Spanish women.

  • CLOSINGAP Women for a Health Economy, organisation of the V Economic Equality Summit and ClosinGap Awards.

Innovation and education

  • 6th edition of the WONNOW Awards. Recognise academic excellence and talent among STEM (science, technology, engineering and mathematics) students, with 1,006 candidates enrolled.

  • STEM ROOM. Initiative led by the WONNOW winners to encourage STEM vocations in girls and boys aged 10 to 13 through an "Escape Room" type activity.

  • Succeed in your interview with CaixaBank: collaboration in the Quiero Trabajo Foundation's programme to promote the inclusion of women at risk of exclusion in the labour market.

Sport

Support for female sport through the sponsorship of the Spanish women's football and basketball teams and other sports events.

See section "Our Sponsorships"

Women and rural environment

  • Adherence to the main associations supporting women in the rural area: FADEMUR (Federation of Rural Women's Associations), AFAMMER (Association of Rural Families and Women) and Spanish agri-food cooperatives.

  • The 4th edition of the AgroBank Chair, Women, Business and the Rural Environment Award, which recognises the best final master's degree project by women (University of Castilla La Mancha).

  • Support for rural women in the MAPA-CaixaBank Agreement: "Crecemos Juntas-Proyecto Mentoras Rurales" mentoring programme.

In addition, various awareness-raising actions are communicated throughout the year, such as the European Diversity Month 2023.

Accessions

CaixaBank is committed to national and international principles of promoting diversity:

Code of Good Practices for Talent Management and the Improvement of Business Competitiveness.

UN Women and the United Nations Global Compact initiatives by which CaixaBank makes a public commitment to align its policies to advance gender equality.

United Nations Global Compact initiative to accelerate women's representation and leadership in the company.

STEAM Alliance for female talent "Niñas en pie de ciencia" of the Ministry of Education and Vocational Training, with the aim of promoting scientific vocation in female children and youth.

The Women's Institute, which promotes greater representation of women in management positions. An initiative that seeks to promote a balanced participation of women and men in decision-making in the business and economic sphere.

Diversity Charter, which represents a voluntary commitment to promote equal opportunities and anti-discrimination measures in Europe.

CEO Alliance for Diversity, the first European alliance to unite CEOs around innovation in diversity, equity and inclusion. This alliance was promoted by the CEOE Foundation and the Adecco Foundation.

This alliance of companies that acts as a cluster of reference, in close collaboration between the public and private sectors, and that analyses the economic and social opportunity cost of gender gaps.

An initiative promoted by several women's networks in the Spanish banking sector and supported and strategically led by the Spanish Banking Association (AEB). The aim of this initiative is to drive change by raising awareness of the value of women in decision-making positions in the Spanish banking sector.

<-- PDF CHUNK SEPARATOR -->

CaixaBank has received recognition for its management of gender diversity.

Certifications and awards

CaixaBank was included in the Bloomberg Gender Equality Index, the international index that evaluates companies' gender equality policies and transparency in the disclosure of their programmes and data, for the sixth consecutive year, ranking third in the world.

CaixaBank renewed in 2023, for the thirteenth consecutive year, the Flexible and Responsible Company Certificate (efr), with an A Excellence Level. This certificate is awarded by the MásFamilia Foundation in recognition of companies that foster a balanced work and family life by implementing specific policies and measures.

DIE certificate for Equality in the Company, awarded by the

Ministry of Equality.The second annual monitoring report was delivered in 2023.

CaixaBank has been awarded the Diversity Leading Company seal, a Teams & Talent recognition for its commitment to management of diversity.

In 2023, CaixaBank achieved the Empowering Women's Talent seal, acknowledging the commitment to advancing female talent.

Silver Award and 4th-ranking company in the 1st Gender Equality Companies Ranking of the Woman Forward Foundation, whose objective is to promote female leadership in the business environment.

Gender diversity in numbers

Employees distributed by gender

CaixaBank Group CaixaBank, S.A. Banco BPI
2023 2022 2023 2022 2023 2022
Male 19,585 19,413 15,423 15,347 1,820 1,892
Female 25,278 25,212 20,802 20,742 2,443 2,495
Total 44,863 44,625 36,225 36,089 4,263 4,387

Employees by contract type and gender

CaixaBank
Group
Full-time, fixed or indefinite Part-time, fixed or
Temporary contract
2023 term contract
2022
2023 indefinite-term contract
2022
2023 2022
Male 19,490 19,264 55 51 40 98
Female 25,180 25,051 60 53 38 108
Total 44,670 44,315 115 104 78 206

New hires by gender

CaixaBank Group CaixaBank, S.A. Banco BPI
2023 2022 2023 2022 2023 2022
Male 739 496 351 138 55 58
Female 556 453 284 118 73 55
Total 1,295 949 635 256 128 113

Redundancies by gender

CaixaBank Group CaixaBank, S.A. Banco BPI
2023 2022 2023 2022 2023 2022
Male 78 56 50 38 7 1
Female 75 57 42 39 6 2
Total 153 113 92 77 13 3

The turnover calculated as the redundancies over the average workforce (excluding the restructuring plan and voluntary redundancies) is 0.34% (0.25% in CaixaBank S.A.). Voluntary turnover is 0.63% (0.35% in CaixaBank S.A.).

Average remuneration by gender

CaixaBank Group CaixaBank, S.A.1 Banco BPI
2023 2022 2023 2022 2023 2022
Male 80,702 75,368 86,053 79,846 49,073 46,638
Female 68,090 62,534 72,592 66,453 38,226 35,581
Total 73,588 68,109 78,313 72,140 42,857 40,349

Average remuneration by professional category and gender

Directors Middle management Rest of employees
CaixaBank Group 2023 2022 2023 2022 2023 2022
Male 132,747 122,809 91,775 86,399 63,423 58,581
Female 110,630 101,737 82,887 77,223 59,778 54,709
Total 123,765 114,432 87,202 81,676 61,219 56,222

Average remuneration of Directors by gender - CaixaBank S.A.2 (in thousands of euros)

2023 2022
Male 188 173
Female 205 197
Total 195 182

1 The total remuneration accounts for, in addition to fixed remuneration, variable remuneration and social benefits, the salary in kind that has been positively influenced by employee loans in 2023. Without this effect, the increase in average compensation would be 5.4% vs. 8.6%.

2 It does not include the remuneration derived from positions other than those of representation of the Board of Directors of CaixaBank, S.A.

Gender pay gap

The adjusted wage gap1 , which allows similar work to be compared, is 1%

It is calculated by comparing salaries between employees with the same seniority in the company, performing the same function and having the same professional level.

Wage gap 2

CaixaBank Group CaixaBank, S.A. Banco BPI
2022 1.1% 0.7% 2.4%
2023 1.1% 0.7% 2.4%

1 2 It does not include the remuneration derived from positions other than those of representation of the Board of Directors of CaixaBank, S.A.

The comparative remuneration calculated as average male minus average female remuneration over average male remuneration is 16% (17% in 2022).

Measures to mitigate wage convergence

The CaixaBank Group has remuneration management policies that include criteria to reduce the pay gap, both in the transmission and application of remuneration management guidelines and in the process of filling management positions.

The gender perspective is assessed in all positions analysed and the evolution of the number of women in management positions is actively monitored.

In February 2023, an Agreement was reached with the Legal Representation of Workers for the adaptation of the Equality Plan to the regulations, which includes Diagnosis, Wage Record and Remuneration Audit. ,Although there are no deviations in excess of the legal requirements (25%) and, therefore, the adoption of Action Plans is not mandatory, a commitment has been reached to analyse the causes and circumstances that could explain the total differences in remuneration that, on average, may exist between the overall remuneration recognised for one sex and the other and which are greater than 15%. In addition, a working group has been set up to design an action plan to help reduce the differences.

Functional diversity

The functional diversity programme is based on respect for people, their differences and capabilities, equal access to opportunities and non-discrimination.

Since 2020, CaixaBank has in place a Policy for the inclusion people with disabilities, which aims to foster respecting people with functional diversity and promote their integration within the Company under the same conditions as all other employees.

The main measures included are as follows:

  • 1. Specific assessment of each position to which a person with a disability is to be assigned to ensure that it is adapted to their needs.
  • 2. Leave and measures to enable employees covered by the protocol to attend to any medical needs related to their disability.
  • 3. Adaptation of the working environment to provide them with the necessary means to carry out their work: such as Braille adaptation, accessible means of communication or even, if the disability requires it, access with assistance animals.

Policy Principles

  • > Non-discrimination.
  • > Fight to combat stereotypes, prejudices.
  • > Inclusion.
  • > Fostering receptive attitudes.
  • > Recognition of capabilities, merits and skills.
  • > Accessibility.

Employment commitments and recruitment of people

  • Promote the inclusion and integration of staff with functional diversity.

  • Promote the contracting of people with disabilities in the Company.

  • Promote the inclusion of people with functional diversity in society through strategic alliances with foundations and associations.

CaixaBank pursues an inclusive policy for people with disabilities.

593 Employees with disability

At CaixaBank we are committed to functional diversity, equal opportunities and talent, prioritising respect for people, their differences and abilities, and guaranteeing non-discrimination.

CaixaBank has implemented a Functional Diversity Plan 2022-2024, which drives two objectives:

  • Inclusion and full integration of people with disabilities in CaixaBank, improving their experience at the Company.

  • Awareness-raising among the entire organisation on functional diversity.

The main initiatives implemented internally for each of the objectives are presented below:

Inclusion and integration of people with disabilities

  • Analysis of present state of disability within the Entity, conducted through focus groups involving Human Resources professionals across different regions and the Recruitment team. Additionally, in-depth interviews were conducted with both employees with disabilities and managers responsible for overseeing employees with diverse functional abilities.

  • A service for guidance and advice on disability and dependency for employees and their immediate relatives.

  • Fundación Adecco Family Plan, a programme for children of employees with disabilities (equal to or greater than 33%), aimed at promoting skills and abilities that increase their autonomy and their possibilities of joining the labour market.

  • Recruitment of two professionals with ASD (Autistic Spectrum Disorder) for Specialisterne revision projects.

  • Collaboration with entities such as Incorpora to identify professionals with disabilities and integrate them into CaixaBank staff.

Objective to raise awareness of disability throughout the organisation

  • > Training in functional diversity for all staff.
  • CaixaBank joins the Adecco Foundation's Ability Week to celebrate the International Day of Persons with Disabilities, with awareness and visibility actions for the entire workforce.

Externally, the company promotes visibility and support and encourages inclusion of people with disabilities. Some of the initiatives carried out include:

Promotion of employment and commitment to society

  • Collaboration in the 8M Challenge of the Eurofirms Foundation, the goal of which is to bring 1,000 women with disabilities into the labour market in one year.

  • Funding of an employment guidance course for young people with ASD by Specialisterne.

  • Contracting services with Special Employment Centres to promote the inclusion of people with functional diversity in the workplace and people's professional development.

  • Donations to entities fostering the inclusion of people with disabilities in the labour market.

Supporting adapted sports

  • Sponsorship of the Spanish Paralympic Committee (CPE) stemming from a commitment to diversity and inclusion in sport.

  • Support for the Spanish Paralympics team, a commitment to athletes and their effort, sacrifice and perseverance and creation and promotion of #INCOMFORMISTASDELDEPORTE.

Generational diversity

Considering the general ageing population and CaixaBank workforce in particular, generational diversity will be a key factor to be managed in the Group. The Bank is boosting synergies between generations and differentially dealing with the needs and different expectations of each stage.

It has the following objectives:

  • To integrate generational diversity into the corporate strategy and the employee experience.

  • To foresee the problems arising from the ageing of the workforce.

  • To identify actions that improve the coexistence of different generations in the Organisation.

  • To take advantage of the knowledge of each generation to drive and accompany the Company's strategy.

Each generation contributes different lessons learned, knowledge and intuitions. Therefore, internally, work is being done to create mixed teams and promote the value of generational diversity.

These are some of the initiatives and actions that have been carried out at an internal level during 2023:

  • Ongoing Training plan, promoting the employability of all people throughout their professional career.

  • Diverse team management module for management teams in order to integrate and unite teams and individuals inclusively.

  • Raising awareness among the entire workforce to combat prejudices and eliminate the labels given to each generation.

  • Reverse mentoring programme to reinforce culture and knowledge transfer.

  • We Are Healthy Program, with a generational vision. It includes workshops, webinars, challenges, and healthy habits.

Externally, we offer a value proposition geared towards each group and take part in events and forums to promote senior talent and give it the social visibility it deserves.

  • CaixaBank Séniors. Training in gerontology for senior CaixaBank directors. The aim of the Senior advisor is to increase the trust that older customers have in the bank and to support those who have not adapted to the digital transformation process.

  • Collaboration with the Generation & Talent Observatory "Generacciona".

  • Participation in task forces to champion the value of senior talent: SERES Foundation, TeamWork by efr, and EnClave de Personas by Aon.

> GENERATIONAL DIVERSITY IN NUMBERS

Employees by gender

CaixaBank Group CaixaBank, S.A. Banco BPI
2023 2022 2023 2022 2023 2022
<30 years 1,279 1,190 848 818 158 139
30-39 years 5,067 5,713 3,677 4,315 406 495
40-49 years 24,105 25,818 20,266 21,726 2,131 2,299
> 49 years 14,412 11,904 11,434 9,230 1,568 1,454
Total 44,863 44,625 36,225 36,089 4,263 4,387

Employees by contract type and age

CaixaBank
Group
Full-time, fixed or
indefinite-term contract
Part-time, fixed or
indefinite-term contract
Temporary contract
2023 2022 2023 2022 2023 2022
<30 years 1,229 1,017 9 8 41 165
30-39
years
5,028 5,672 21 20 18 21
40-49
years
24,043 25,757 50 48 12 13
> 49 years 14,370 11,869 35 28 7 7
Total 44,670 44,315 115 104 78 206

Employees dismissed by age

CaixaBank Group CaixaBank, S.A. Banco BPI
2023 2022 2023 2022 2023 2022
<30 years 18 7 5 5 5 1
30-39
years
38 34 24 24 3 1
40-49
years
56 40 39 27 3 1
> 49 years 41 32 24 21 2
Total 153 113 92 77 13 3

Average remuneration by age

CaixaBank Group CaixaBank, S.A.1 Banco BPI
2023 2022 2023 2022 2023 2022
38,138 36,878 39,172 38,312 27,785 25,720
56,973 52,117 60,242 54,756 35,622 31,328
72,266 67,435 76,649 71,171 38,194 36,887
84,608 80,285 89,736 85,424 52,587 50,294
73,588 68,109 78,313 72,140 42,857 40,349

1 The total remuneration accounts for, in addition to fixed remuneration, variable remuneration and social benefits, the salary in kind that has been positively influenced by employee loans in 2023. Without this effect, the increase in average compensation would be 5.4% vs. 8.6%.

LGTBI diversity

CaixaBank advocates for LGBTI diversity, recognising the importance of being true to oneself in both personal and professional spheres. This commitment enhances talent development, fosters well-being, and cultivates stronger dedication and a sense of pride among individuals.

The main objectives of the new 2023-2024 LGTBI Diversity Action Plan are:

  • To take a step forward in promoting an inclusive and respectful culture towards LGBTI people within the Entity.

  • Raise awareness of LGBTI diversity among the entire workforce in order to normalise it, make it visible and provide valuable knowledge about the reality of this group.

Member of REDI, a Spanish non-profit association that promotes an inclusive and respectful environment with LGTBI diversity in the workplace.

Initiatives carried out in 2023, within the framework of the 2023-2024 LGTBI Plan:

  • Active listening. 4 online sessions to learn about the experience and opinions of CaixaBank members of the LGBTI community.

  • Action plan. Design of a proposal outlining initiatives and actions to effectively address the objectives of the plan, drawing from the insights gathered during the listening sessions.

  • Training on LGTBI diversity for the entire HR team by REDI.

  • Creation of a group of LGTBI experts, made up of participants from the focus groups.

  • Update of the Protocol for the prevention, treatment and elimination of harassment, adding the LGTBI group.

  • Benchmark best practices LGTBI diversity in benchmark companies.

  • Drafting of an LGTBI Guide in the workplace, to give visibility to the group and promote its awareness and inclusion.

Professional development and pay

Professional development

The CaixaBank Group is committed to strengthening the critical skills of its professionals and their development. The Group developed a Master Plan that responds to the challenges of the market, the needs of each group and the individual needs of each professional, according to their function and responsibility.

CaixaBank promotes a culture of continuous feedback and uses tools such as the Skills Review and AHEAD Review to encourage development conversations and provide the company with a comprehensive overview of each employee and their professional development potential.

27,799 assessments

Skills Review
645 assessments

AHEAD Review
99% of managerial

positions covered internally
17,778 participants

in development programmes

Development by skills

Development by Skills will transform the Group's employee development model, the result of the transformation of the banking sector and the need to have new profiles.

It involves the creation of an agile and personalised development model that puts our employees at the centre of their own professional growth, becoming responsible for and an active part of their own learning and development. The project is structured around five major blocks:

1. Unique skills architecture and professional profiles. A catalogue of profiles has been designed with their required skills.

224 job profiles have been defined in Central Services and Business and 185 job profiles in Group companies. This design, in turn, has allowed for a preliminary People Planning exercise to pre-identify critical profiles and skills.

2. pilots in Business, specifically for Intouch senior advisers, managers and coordinating managers, and Business Department Management.

The skills of the different groups have been defined on the basis of in-depth interviews in which the best practices for the three profiles were collected and for which programmes and itineraries were developed with the aim of achieving an impact on the business indicators.

3. Developing the new skills assessment process for the entire workforce with the biennial release of assessments of all employees. The process is segmented into:

Skills Review (all the workforce except Management). During 2023, 27,799 assessments were carried out throughout the Group.

AHEAD Review (aimed at Management). During 2023, 645 executive assessments were carried out across the Group, and the remaining executives will be assessed in 2024.

See skills assessment process in the "Skills Review" and "AHEAD Review" sections.

  • 4. Continuous review and evolution of Human Resources processes (training, development, selection, etc.) that are impacted to adapt to new inputs associated with employee skills.
  • 5. Adaptation and evolution of Human Resources Systems (SuccessFactors) to incorporate a new skill-based development model. This evolution in the systems enables employees to highlight their skills and knowledge, to compare their professional profile with other profiles in the Company and to access an ecosystem of development opportunities, where a more personalised offer of training and development content adapted to the needs of each profile will be available.

In 2023, the development of the profile matching module is ongoing, and work on the functional design is continuing with the following priorities:

  • Vision of GAPS and development actions.

  • Adding own skills.

  • Profile comparison with other job profiles.

  • Recommendation of job profiles.

  • Create possible career paths.

Skills Review

This assessment process will make it possible to shape the Company's knowledge and skills map and identify development gaps in order to implement upskilling and reskilling programmes in response to the gaps detected.

Both technical skills (hard skills) and personal skills (soft skills) are assessed, providing a complete overview of the professional profile thanks to the definition of a unique architecture of skills and professional profiles.

> SKILLS REVIEW ASSESSMENT PROCESS

327

AHEAD Review

This management assessment process contributes to the objective of driving management development and growth under the AHEAD Leadership model.

> OBJECTIVES OF THE AHEAD REVIEW

The AHEAD Review process focuses exclusively on soft skills. The AHEAD Leadership Model defines different behaviours for each level of leadership that are observable and measurable. Each letter of the AHEAD Leadership Model has been broken down into specific behaviours and are the basis of the AHEAD Review assessment process (9 softskills and 28 behaviours).

> AHEAD REVIEW ASSESSMENT PROCESS

The Skills Review and AHEAD Review assessment processes have been supported by communication, training, and promotion of a culture of appraisal throughout the organisation. Additionally, a customized training plan was implemented to equip individuals in various roles within each department, ensuring their readiness for their respective responsibilities.

In addition, in relation to the managerial talent the Group promotes professional development programmes at management, pre-management and critical group levels. Highlights include:

  • Managerial Development Plan focused on strengthening leadership skills and promoting strategy and transversality in the Company, highlighting the AHEAD Leadership Model and Corporate Culture.

  • Pre-managerial programmes: aimed at professionals from different areas of Corporate Services and the Branches Network, which, through tools such as mentoring, coaching and training in leadership skills, accelerate the development of these professionals' team management skills.

  • Management training: the professionals within the Group who are responsible for managing teams are guided through a variety of activities.

    • Access to management functions: training aimed at developing selfmanagement skills, acquiring new people leadership skills and training in key team leadership competencies.

    • > Consolidation (between 3 and 5 years in the position): in the continuous development of leadership, management and management skills of people with managerial responsibility.
    • High-potential development: in the development of High Potential managers, who are likely to occupy, in the short term, positions of greater responsibility in the Group.

All programs are taught with top-ranking consultants and leading national and international business schools.

Management and Pre-Management Selftraining with courses that respond to 6 major critical areas:

Support process: transition coaching in online format. Internal mentoring certification, mentoring for development programme (geared towards women in the network), and the Buddy programme of the WonNow collective.

In 2023, CaixaBank obtained the AENOR seal of excellence for the Mentoring Process in the organisation, becoming the first Spanish company to obtain this qualification, in recognition of more than 5 years of promoting mentoring programmes as a key tool in the development of its professionals.

Talent programs

Attracting and retaining the best talent is essential for the CaixaBank Group in achieving its strategic objectives. CaixaBank has programmes to attract young external talent in strategic profiles with high demand, including:

WonNow

Programme carried out jointly with Microsoft Ibérica, aimed at female students of STEM degrees (Science, Technology, Engineering and Mathematics), with the aim of promoting the presence of women in the field of technology and science and rewarding academic excellence.

The winners will join for six months in strategic positions.

In 2023, the 6th edition of the Programme was launched and the number of scholarships has been increased by 5 compared to last year, increasing to 15 scholarships.

New Graduates Talent Program (NGTP)

The program targets young graduates with the purpose of attracting talent to the banking sector, providing support to individuals beginning their careers, and fostering the growth of successful professional paths.

Participants have a personalised two-year development plan that allows them to combine their experience as members of the CaixaBank team with training at leading business schools and universities. Furthermore, they receive guidance from a mentor who assists them in adjusting to the daily operations of the organisation and their professional growth.

In 2023, a new programme was launched with 65 new young graduates divided into two groups in Madrid and Barcelona.

  • NGTP Corporate and Institutional Banking Programme. Recruitment of 15 young people in the areas of Structured Finance, Project Finance, Asset and Structured Trade Finance or Corporate Banking (Transactional).

  • NGTP Corporate Services Programme. Recruitment of 50 young people in the areas of Corporate Services.

Data Talent Program

Programme aimed at incorporating the best Data and Business Intelligence talent in various areas of CaixaBank's Corporate Services and Group companies, collaborating in strategic projects and dynamic environments within the areas of Data Analysts, Business Analysts and Machine Learning.

Dual vocational training programme (through CaixaBank Dualiza)

In 2023, a pilot of the dual vocational training programme in IT (Information Technology) and Digital Banking were carried out. Following the favorable results of the initiative in December 2023, the Management Committee has shown their commitment to the program by enrolling 17 new students in central services and the branches network of Barcelona and Catalonia.

See section "Dualiza"

Online

CaixaBank is committed to training and boosting professional skills as the primary pathway to innovation

The solidity and level of implementation of the training model facilitate anticipation and the ability to respond quickly to the ever-changing training needs of the Group.

To equip employees with the essential knowledge required to tackle the transformational challenges faced by the organization, advanced digital learning methodologies, tailored to individual needs, have been integrated. These methodologies enable continuous learning through the Group's training platform:Virtaula.

At Virtaula, employees have accessible training resources structured in 3 categories: Regulatory, Recommended and Self-training. The first two categories include courses on regulatory issues, applicable legislation, as well as recommended training for each employee profile. In the self-training category, CaixaBank offers its employees more than 250 training resources on finance, economics, legal, commercial, leadership, skills, wellbeing, risk, sustainability and ethics, among others.

The training is intended for all staff, regardless of the type of contract they have.

€15.1 m in investment 2,955,351 hours
in training in total. €15.1 M in 2022 in training. 3,178,202 in 2022
93.7% 6.3%
Online
training
Online
training
€338 in investment 66.1 hours
in training per employee. €335 in 2022 of training per employee. 70.2 in 2022
100% people
who have undergone training.

Learning strategy

→ At CaixaBank, knowledge is not watertight but interconnected, in constant movement. This interconnectedness is how new ideas emerge, how we evolve, in ways that are spontaneous. It is based on knowledge sharing, horizontality and transversality.

Connected and shared knowledge Promoting business transformation Continuous learning

→ In recent years, the financial sector has undergone a transformation more profound than at any other time in its history. Business is transformed, and new opportunities are sought. This culture, is typical of CaixaBank, allows learning opportunities to arise at any time. People development is key to business transformation.

→ An uncertain world undergoing constant change requires ongoing training in order to acquire new necessary skills. It is achieved thanks to an open and collaborative culture among professionals.

Learning drivers (key people, tools or channels) make it possible to implement the defined strategy and plan.

Virtaula + external platforms Trainers External schools

→ A virtual, accessible, user-friendly and simple platform that can adapt to the potential learning developments that the future has in store.

Capable of acting as a training centraliser with other external platforms (as Cornerstone).

In the Virtaula platform, there is CaixaBank Campus, which is the educational model for our training programmes.

→ By ensuring the knowledge of Trainers (knowledge leaders who act as internal trainers), a shared and connected knowledge is maintained throughout the company. There are 4 types of Trainers: Digital, Business, Culture and Risk-Default.

→ The country's leading schools offer the staff regulated knowledge through certifications or postgraduate courses.

CaixaBank Campus is the teaching approach under which the Company's training is developed, promoting a culture of ongoing learning where the figure of the Trainers, as a learning facilitator, plays a key role. This model structures training in three main blocks:

01. Regulations

Compulsory training, required by the regulator: short term, as well as certifications in LCI (Real Estate Credit Act), IDD (Insurance Distribution Directive) and MiFID.

02. Recommended

Training recommended by the company to employees according to their role and the segment to which they belong, and which meets business challenges and needs: Commercial Branches Systems, CaixaBank First Experience for new employees, Trainers Academy, Recovery Management, Digital Transformation, Training for Segments and Sustainability.

03. Self-training

Self-training that responds to the individual needs of our employees: Virtual Academy of English (Education First), Postgraduate in Risks, Training in Agile Methodologies, training from different Schools, etc. sustainability, risk, commercial, wellbeing, finance, etc.

In the field of recommended training, in 2023 CaixaBank has made available to the business segments and central services training associated with:

Senior Managers: that aims to improve services for the Senior group, especially in all day-to-day operations. Training provides managers with greater knowledge of the senior segment in order to build a package of solutions and services that is increasingly tailored to their needs.

To see the other initiatives promoted by CaixaBank to cover the needs of this group See section "Society – Attention to Senior Citizens"

Sustainability (ESG training): The ESG 360º Training Plan, aligned with our strategic priority of Sustainability, was officially approved for implementation in 2023. The Sustainability Training Plan for 2022 and 2023 is described below:

> DETAIL OF ACTIVITIES OF THE SUSTAINABILITY TRAINING PLAN FOR CAIXABANK S.A.:

2022 2023
General training
Compulsory training and core training
MiFID II suitability test adaptation and investment proposal
A
Training to Deepen Knowledge
A
> Development of Sustainable Finance. Ongoing training in
MiFID
> Compulsory training linked to bonus
NEW
of Risks associated with climate change
> Iraining to Deepen Knowledge. Business banking + CIB
Recommended specialist training:
Includes training recommended to cover the
various needs of segments and/or areas
> Training and certification in Sustainable investments for
Premier Banking managers
NEW
> Training in managerial development
> Training and certification in Sustainable investments for
new collectives
Specialist training
Occasional requests based on the specific
needs of the teams
CESGA
A
SGARP
A
Sustainable finance online short course
Other sustainability training
A
External registrations in external programmes
A
> CESGA
> SGARP
> Exclusive training for Sustainability Representatives
Self-training Sustainability School / Virtaula
Voluntary training available in Virtaula
Updating and new training on climate change:
Sustainable finance
>
Human Rights
A
> Socially responsible investment
> Contribution to the improvement of the environment
New training actions:
Agencies and ratings
A
31,315 unique employees trained 35,489 unique employees trained

CaixaBank fostering knowledge in Society

During 2023, CaixaBank has engaged in multiple collaborations with renowned technology and business schools, exchanging expertise on various topics. Some of these key alliances are listed below:

Tech4Challenge. Collaboration between CaixaBank Tech and Nuclio Digital School, in which the school's students faced real business challenges through technological solutions.

Hackathon "Tech4Good". Barcelona Activa and Mobile World Capital Barcelona teamed up to host an event on June 20 and 21, 2023, that brought together 144 students from different IT schools, and where the CaixaBank Group was present. The students tackled challenges related to the Sustainable Development Goals (SDGs) and proposed innovative solutions to enhance the well-being of the city of Barcelona.

Data Science. During a Twitch session, the Senior Manager Data Scientist of CaixaBank Advanced Business Analytics shared his techniques and tricks for practical use. This session demonstrated the power of transforming vast amounts of data into valuable insights that fuel decisionmaking and advancements across diverse domains.

24 hours of innovation with Dualiza. CaixaBank Dualiza and the Department of Education hosted the 4th 24-hour innovation event, a unique event that aims to bring Vocational Training students from all over Catalonia closer to the working world.

Appropriate and meritocratic compensation

In December 2023, CaixaBank's Board of Directors approved a revision of the CaixaBank General Remuneration Policy, which specifies and adapts to the main features of each remuneration type, and it is available to all employees on the corporate intranet.

The principles of the General Remuneration Policy are applicable to all employees of the CaixaBank Group and, among other objectives, they seek to encourage behaviour that ensures the generation of value in the long term and the sustainability of results over time. In addition, it bases its strategy of attracting and retaining talent on providing employees with a distinctive corporate business project, the possibility of professional development and partaking in competitive overall remuneration, regardless of gender or other aspects that are not intrinsic to the job and guarantee a decent wage.

Remuneration essentially features the following pay items:

  • A fixed remuneration system based on the employee's level of responsibility and career path. This accounts for a significant part of total remuneration and is governed by the collective bargaining agreement and the various internal labour agreements.

  • A variable remuneration system for achieving previously established objectives and set up to prevent possible conflicts of interest, and, where applicable, to include qualitative assessment principles in line with customer interests, codes of conduct, and prudent risk management.

ESG metrics in variable remuneration schemes

In line with CaixaBank Group's responsible management model, the variable remuneration systems (annual and long-term) for the Executive Directors, Senior Management, Identified Staff, Corporate Services, Private Banking, Business Banking and Corporate & International Banking are linked to ESG factors, such as Quality, the challenges of Conduct and Compliance and the objective of mobilising sustainable finance.

Below are the detailed metrics, weighting, targets, and results for the ESG-related challenges for 2023:

> 2023 ANNUAL FACTOR MEASUREMENT METRICS Weighting of
Executive
Directors
Weighting
members of
the
Management
Committee
and other
schemes
Target Result Level of
achievement
Executive
Directors and
the Management
Committee
Level of
achievement
of other
schemes
Quality Customer
satisfaction in a
combined
recommendation
and customer
experience
metric.
10% 5% NPS branch
69.7
CEI 90.0
Digital NPS 58.5
NPS branch 78.2
CEI 92.5
Digital NPS 60
117% 100%
Compliance aggregate index
of metrics that
measure
processes for the
Prevention of
Money
Laundering and
correct
marketing.
10% 5% 97.5 98.6 113% 100%
Sustainability Mobilising
sustainable
finance.
10% 5% €19,728 M €27,228 M 120% 100%

As of 2024, these factors will be included in the determination of the variable remuneration of the entire CaixaBank workforce.

The multi-year factor metrics for 2023-2025, which adjust the deferred amounts downwards from the third year onwards, include the challenge of mobilising sustainable funding with a weighting of 25% and are linked to the fulfilment of the Sustainability Master Plan. The long-term adjustment concerns the Executive Directors, the members of the Management Committee, members of the Identified Staff and the first-level managers.

From 2021, sustainability risk factors are incorporated into the General Remuneration Policy. These have been reinforced with the implementation of the new Multi-Year Variable Remuneration system as specific factors have also been included in this area.

In addition, to the remuneration items, CaixaBank's staff enjoy numerous social and financial benefits within their remuneration scheme, such as the retirement savings contribution offered in the Pension Plan, risk premium covering death and disability, free health insurance, childbirth benefits, assistance for death of a family member, bonus for 25/35 of service and loans and accounts with advantageous conditions.

On 23 November, a labour agreement was signed that provides for temporary measures to mitigate the effects of the rapid increase in interest rates on employee loans for the purchase of residential property, in particular the temporary application of a subsidised maximum interest rate. The agreement also includes important improvements to the Casa Fácil commercial offer (fixed and mixed interest rate) offered to employees and extends its scope of application.

Main social benefits

€177 M

Contributions to the Pension System

€25m

Insurance (health insurance and car services management)

Contribution to the Pension Plan

One of the main social benefits for CaixaBank employees is the contribution to the CaixaBank Employees' Pension Plan (PC30). The PC30 remains the leader in terms of assets and performance, having achieved an annual return of 6.72% in 2023. In a 5-year period, the annualised return of the same was 5.81% per year (above the investment target of a 3-month Euribor +2.75% in the same period). The annual return since the fund was established is 3.95%.

In 2023, the PC30 was awarded the highest rating in the UN Principles for Responsible Investment (PRI). The 5-star rating obtained is more important than in previous years, given that the assessment methodology was modified for the second consecutive year in order to make it more demanding and differentiate between signatories. With the renewed rating of 5 stars, PC30 is one of the funds with the best ESG rating at international level.

PC30 is committed to Responsible Investment and, as a sign of its commitment, integrates sustainability criteria (ESG) into investments that not only offer economic profitability, but also pursue social and environmental benefits:

  • It is as signatory to the UN Principles for Responsible Investment (PRI) in the long term, and is a member of the TCFD, as the first State Pension Fund that joined the initiative to disclose the risk associated with climate change and follow the recommendations on climate risk management.

  • It is a member of the following Collaborative Dialogues:

    • Advance, a collaborative initiative for human rights.

    • Climate Action 100+

    • Votes against slavery

In 2023, the CaixaBank Employees' Pension Plan (PC30) joined the Net Zero Asset Owners Alliance (NZAOA), a United Nations-sponsored initiative that includes a commitment to decarbonise the pension fund's portfolio until net zero emissions are achieved by 2050.

Acknowledgements

The CaixaBank Employees' Pension Plan (PC30) has been awarded as the "Best Pension Fund in Spain" in the 2023 IPE Awards.

Annualized return
Assets at
31/12/2022
in €M
15
years
10
years
5 years 3 years 1 year
CaixaBank 8,280 5.46% 4.52% 5.81% 3.87% 6.72%
Company 1 3,055 4.15% 3.18% 3.31% 1.70% 7.45%
Company 2 2,916 2.51% 2.33% 2.47% 1.68% 6.35%
Company 3 2,155 3.21% 1.77% 1.48% 0.63% 6.56%
Company 4 1,002 2.57% 2.29% 2.43% 1.42% 10.08%
Ranking
(CaixaBank
position)
#1 #1 #1 #1 #3

As a supplement to the remuneration items, CaixaBank offers employees the Flexible Remuneration Programme (Compensa+), allowing for tax savings and the customisation of remuneration according to each person's needs.

The type of products offered in the Plan is shown below:

> PROFESSIONAL DEVELOPMENT AND PAY IN NUMBERS

Employees by job classification

CaixaBank Group CaixaBank, S.A. Banco BPI
2023 2022 2023
2022
2023 2022
Directors 5,459 5,628 4,857 5,015 285 296
Middle
management
8,219 7,996 7,014 6,796 595 613
Rest of
employees
31,185 31,001 24,354 24,278 3,383 3,478
Total 44,863 44,625 36,225 36,089 4,263 4,387

Total number of hours of training by employee category

CaixaBank Group CaixaBank, S.A. Banco BPI
2023 2022 2023 2022 2023 2022
Directors 349,961 415,750 325,436 393,876 10,657 11,232
Middle
management
528,919 557,487 471,929 495,209 32,296 36,335
Rest of
employees
2,076,471 2,204,965 1,770,584 1,886,787 156,206 176,858
Total 2,955,351 3,178,202 2,567,949 2,775,872 199,160 224,425

Average remuneration by job classification

CaixaBank Group CaixaBank, S.A.1 Banco BPI
2023 2022 2023 2022 2023 2022
Directors 123,765 114,432 123,395 113,268 113,886 111,416
Middle
management
87,202 81,676 90,865 84,654 52,616 50,419
Rest of
employees
61,219 56,222 65,701 60,153 35,157 32,526
Total 73,588 68,109 78,313 72,140 42,857 40,349

1 The total remuneration accounts for, in addition to fixed remuneration, variable remuneration and social benefits, the salary in kind that has been positively influenced by employee loans in 2023. Without this effect, the increase in average compensation would be 5.4% vs. 8.6%.

Employees by contract type and job classification

CaixaBank
Group
Full-time, fixed or
indefinite-term
contract
Part-time, fixed or
indefinite-term contract
Temporary contract
2023 2022 2023 2022 2023 2022
Directors 5,449 5,617 10 11
Middle
management
8,206 7,984 11 9 2 3
Rest of
employees
31,015 30,714 94 84 76 203
Total 44,670 44,315 115 104 78 206

No. of dismissals by occupational classification

CaixaBank Group CaixaBank, S.A. Banco BPI
2023 2022 2023 2022 2023 2022
Directors 9 9 5 6
Middle
management
14 9 9 7 2
Rest of
employees
130 95 78 64 11 3
Total 153 113 92 77 13 3

Employee experience

With the creation of CaixaBank's new brand purpose, "standing by people for everything that matters", we have continued to work on a series of initiatives geared towards generating a differential employee experience.

Value proposition for employees

The CaixaBank Group's Employee Value Proposition (EVP) is aligned with the Culture and Leadership model. The loyalty tool is designed to retain internal talent and enhance CaixaBank's appeal as a brand to attract top talents.

> THE FOUR PILLARS OF THE EMPLOYEE VALUE PROPOSITION ARE:

We generate impact

We transform society with responsible and sustainable actions that bring added value to people and the environment in line with our purpose.

We promote trust and collaboration between professionals by implementing flexible working models and cross-functional projects.

We grow

We promote short, medium and longterm professional development in CaixaBank Group and facilitate diverse, inclusive and healthy environments.

We innovate

We foster agility and digitalisation, empowering professionals to address quality solutions.

Attracting and retaining talent is fundamental to achieving the goal of being the best financial group to work for. For this reason, the Entity has taken measures such as: offering a competitive salary as well as other additional benefits, opportunities for professional growth and development, fostering a positive work environment that promotes collaboration and open communication, etc. In addition, a safe and healthy work environment that implements safety measures in the workplace and promotes health and wellbeing. Promoting diversity and inclusion and offering measures that facilitate work-life balance for professionals, such as flexible working and/or teleworking.

> EMPLOYEE LIFE CYCLE

The employee lifecycle includes the following initiatives:

1. Recruiting and Selection:

Visualising transparency, optimizing the perception of meritocracy, enhancing brand image and homogenising experience by involving managers. This includes actions such as the publication of all vacancies, the publication of appointments, and the linking of vacancy profiles to the job profiles system. An analysis is conducted on all stages of selection and the agents involved at each stage, in order to obtain a policy and principles of standardised selection for the entire Group.

Throughout the 2023 financial year, a thorough diagnosis has been conducted to enhance the employer brand, with the goal of attracting and retaining top talent in the labour market. The main areas of action were:

  • Simplify the narrative with which CaixaBank addresses external talent.A simple, straightforward account explaining what the CaixaBank Group offers and what is demanded.

  • Promote a network of employer brand ambassadors to instil a sense of pride among the existing workforce and serve as a magnet for attracting talent.

  • Increase the employer footprint both through the dissemination of this new narrative and the value proposition through different online and offline channels.

  • Enhance the Entity's visibility and leverage its involvement in human resources events and job fairs.

  • Measure and analyse the results of internal and external studies to enable continuous improvement of the employee value proposition.

TOP EMPLOYER CERTIFICATION

CaixaBank S.A. was awarded the Top Employer Spain 2024, which recognises excellence in the professional environment. CaixaBank's certification establishes it as one of the top employers worldwide and as a leader in people management.

People Xperience HUB

The Talent Community, comprising internal and external members, which serves as a platform to promote innovation, learning, and talent initiatives. This ecosystem cultivates transformation, collaboration, and the exchange of knowledge and experiences related to the latest market trends within the CaixaBank Group. People Xperience HUB contributes to enhancing the candidate experience and positioning the CaixaBank Group's recruitment brand.

People Xperience Hub consists of 11 CaixaBank Group companies.

Events

The activity includes: Job fairs, master classes, hackathons, webinars, mentorship programmes.

Job opportunities

Active career opportunities in the Group.

Blog

We share the Group's disruptive projects, training content and events we have taken part in.

12 k 50 125
Members Activities Collaborations with companies
  • 3,691 No. of participants in HUB initiatives
  • 51 No. of job fairs held in the year
  • 24,592 Current Vitae received
  • 55 % Attractiveness (CVs / average workforce)

CaixaBank participated in several talent attraction events in 2023, with the following being the most notable:

  • 1. Participation in JUMP2DIGITAL: The marquee event for digital talent in Barcelona, which aims to raise awareness of digital professions and connect new digital talent with the sector.
  • 2. Open Doors: The second CaixaBank Group Open Doors event was held, with the purpose of attracting talented individuals and enhancing our employer brand. The conference attracts young students who are studying for a Master's degree. The CaixaBank Group's talent community is presented, along with other contents. People Xperience HUB.

2. Host:

Support and guidance to new employees, ensuring a smooth integration into the organisation, plus valuable training opportunities are offered to promote their growth and enhance relationship-building and communication processes in an optimal and consistent manner. For this purpose, the Onboarding Project was launched in 2023:

Onboarding Project

The objective of the Onboarding project is to provide employees with a welcoming and unique experience, transforming them into advocates of the employer brand and positioning CaixaBank as the best financial group to work for.

To this end, the Onboarding experience is designed to generate engagement from the outset and support new employees during their first few years at the bank, accelerating the learning curve and shortening integration times in the teams. In light of this, significant enhancements have been implemented to enhance the Onboarding experience.

  • Improve communication in the pre-Onboarding phase before new hires join the company to build a closer relationship with them.

  • Implementing welcoming initiatives to ensure new hires feel at home and create an impactful "Wow" experience right from the start.

  • Creation of additional support materials to help the manager in mentoring the new hire during their professional growth.

  • The introduction of the buddy role, to ease employees' transition into the company's dynamics and address any informal queries that may arise during the onboarding process.

  • Implementing an automated listening post within 30 days of incorporation. The gathered information is analyzed to continuously enhance the program, and feedback is shared with Human Resources Business Partners (HRBPs), enabling them to communicate areas for improvement to relevant managers within their sphere of influence.

  • Within 90 days of joining, employees are offered the opportunity to participate in the immersive week-long CaixaBank First Experience programme. This programme enables them to expand their understanding of the organisation through informative sessions led by different departments, receive a warm welcome from a member of the CaixaBank Management Committee, and engage in networking with fellow employees in similar situations.

CaixaBank Group companies have also developed the FLOW ON onboarding project, which spans two years and includes the entire candidate onboarding phase as well as the "Experience Day" or the in-person milestone for participants 6-8 months after joining.

3. Link:

Promoting a more approachable communication model to enhance the loyalty of employees towards the Entity throughout their entire professional journey. Supporting their ongoing growth and guiding them through internal mobility processes. Key developments in 2023:

1. Cross-boarding Project

The CrossBoarding Project aims to improve the experience of professionals who change roles, centers, or departments and to generate greater engagement and support during the first months of the process. Deployment of the following:

  • Analyze and detect differences between current and optimal experience.

  • Standardising and streamlining communication among all parties involved in the process.

  • Identifying initiatives that have a positive impact during a job transition or promotion, such as assigning a mentor with a similar role to support them.

2. People Xperience

People Xperience is the new space on the CaixaBank Intranet that brings together a unique set of services, features, advantages and benefits for CaixaBank professionals. A new platform to inform and showcase what it's like to work at CaixaBank, providing a personalised employee experience with content tailored to each employee's reality.

Much more than a platform. People Xperience is another step in improving the value proposition of CaixaBank professionals, based on three objectives:

  • To be ever closer to the people for everything that matters to them.

  • To inform them of everything they have at their disposal as CaixaBank professionals.

  • To dvelop an employee experience that reinforces the goal of being the best financial group to work for.

3. The figure of the Business Partner

With the consolidation of the HRBP model (Human Resources Business Partners) both in Corporate Services and in the various territories, this will be extended to the international network of foreign branches in 2023. The figure of the Business Partner will be established as a person who guides and who will assume the role of an expert advisor and act as a link between the employees in the individual areas and the HR specialists. The HRBP model is a strategic collaboration that aligns HR strategy with each area's objectives. It involves actively participating in projects and processes, conducting interviews, and identifying talent. An example of this are the HRBP "Residencies" in the different areas of Corporate Services, an important practice to ensure effective communication with all employees and to be close to everything that is important.

4. Launch of the "Employee Office".

The Employee Office aims to bring CaixaBank closer to its employees in its customer dimension. With a change in the relationship and customer service model, the aim is for employees to have a better experience and become prescribers through their own experience.

All CaixaBank staff can access an exclusive and differentiated service with the following elements for this purpose:

Remote adviser specialising in CaixaBank's 4 life experiences (Day to day, Enjoying life, Sleep peacefully and Thinking about the future) and in specific products and services for employees:

  • Extended hours, beyond the working day (8 a.m. to 10 p.m.).

  • Easy access via Muro through CaixaBank Now, call, video call or WhatsApp.

  • Exclusive 24/7 employee helpline with direct access (no BOTs) to resolve day-to-day queries and incidents.

  • Priority access to products (leasing vehicles, deposits, etc.) with preferential conditions.

4. Finish:

Optimising the accompaniment at the time of departure and generating the subsequent association with specific actions at the time of off-boarding. Highlights include:

  • 1. Work is being carried out to diagnose the Entity's current exit experience in order to find gaps or opportunities for improvement.
  • 2. Alumni: extend the relationship between the Entity and its former employees by creating an Alumni network. This network will help in building contact networks that can promote future collaborations (external brand advocates).

Work Environment

CaixaBank continues to work towards offering its employees a positive working environment in which teams feel motivated and committed. To achieve this goal, the Bank pays close attention to the ideas and opinions of its employees, and develops an action plan through this listening to meet their requirements

See section "Dialogue with employees"

In this sense, during the 2023 financial year, various strategic surveys were conducted to ascertain the opinion of employees on topics specific to CaixaBank's working environment:

  • Focus Group and an ethnographic assessment to detect the emotional needs of the staff of the recovery and delinquency centres, the basis for the design of the Emotional Management Workshop launched at the end of 2023.

  • Occasional quantitative and tailor-made listening actions based on specific issues, such as: remote working, the adoption of Office 365 tools, the assessment of training, etc.

  • Active listening on the Onboarding Touchpoint for all new employees joining CaixaBank so that they can express their opinion on the process of joining CaixaBank.

  • > Gradually implementation of a system of automatic active listening during key moments of the employee's journey.

Labour standards and staff rights

CaixaBank considers the respect for labour regulations and conditions and the protection of employees' rights, including freedom of association, trade union representation, and the rights of their representatives, to be essential. Dialogue and negotiation are part of the way to deal with any differences or conflicts in the Group. The Collective Agreement on Savings Banks and Financial Institutions applies to the entire workforce of CaixaBank, S.A. There are also additional agreements to develop and improve the conditions of the Collective Agreement.

The current Savings Banks Collective Agreement in effect until 31 December 2023. It was signed on 30 September 2020 and applies from 2019 to 2023. The agreement irons out some important costs not linked to performance (such as pay reviews, threeyear agreements and the agreement supplement) and face a highly complex period in a better situation. The collective bargaining agreement also specifically regulated matters such as teleworking and digital disconnection.

In general, most staff follow the working hours established in the Collective Bargaining Agreement on Savings Banks and Financial Institutions, and specific working agreements are made with the Workers' Labour Representation when exceptional cases arise. CaixaBank, S.A. forms part of the Joint Standing Committee on the Interpretation of the Agreement, which aims to develop labour standards that are applied to all employees in the sector.

The workforce of Group companies adheres to the applicable Collective Sector Bargaining Agreement, which varies based on the specific activities carried out by each company. For Banco BPI and other companies located in Portugal or other countries, their employment conditions are governed by the respective legislation of the country in which they operate.

Both CaixaBank, S.A. and the companies within the Group maintain regular and open communication with employee representatives. This has resulted in the signing of multiple labour agreements that address all relevant labor issues as mandated by legislation, as well as other matters deemed significant by both the company and employee representatives in relation to the work environment and activities.

Similarly, the right of all employees to associate with trade unions of their choice and freely engage in trade union activities is fully respected within the company. Any form of discrimination against employees involved in trade union activities is strictly eliminated.

The company's intranet provides employees with all the information they need to be aware of the various union options and their candidates and to be free to choose one of them. In addition, there is an agreement with the Employee Representatives in which the Management declares its total neutrality towards the electoral process and provides the staff and the unions with all the means for a correct development of the processes.

New ways of working

CaixaBank is committed to establishing innovative, agile, and cross-functional work methods. Among them stands out, hybrid working (combining face-to-face and remote work), digital transformation, the application of agile methodologies to increase flexibility and efficiency in providing solutions.

Remote work

In 2022 CaixaBank implemented a remote working model, consisting of a maximum of 6 days of remote working per month in Central Services (30%) and 4 days in Regional Services (20%). Working remotely is valuable for employees as it reduces travel stress and allows for a better work-life balance, leading to increased engagement and better results.

70%

→ Of employees adhering to remote working of the potential collective

Digital Transformation

The adoption of agile and collaborative work systems is driving the acceleration of digital transformation. This can be seen in various project developments, including agile transformation, digital transformation of key groups, integration of collaborative tools, and the creation of platforms like SuccessFactors, PeopleNow, Virtaula, and the consolidation of the People Analytics project.

Agile transformation makes it possible to increase flexibility and efficiency by providing solutions and breaking silos through collaborative work.

CaixaBank is committed to an agile and collaborative structure. For this reason, it is developing a project that aims to simplify the number of organisational levels in a single name for managerial positions, thus creating larger and more diverse teams and extending the leadership model (project and initiative leaders and reference leaders for their knowledge and expertise).

The People Analytics project changes current projects by introducing a Data Driven culture that involves making decisions based on data. In 2023, standout initiatives are:

  • The CaixaBank Human Resources Scorecard enables strategic monitoring of the main indicators related to Human Resources. These indicators include: Development, Training and Assessment, Selection, Compensation and Contribution to the business. In addition, a new visualisation methodology called Data-UIX has been introduced.

  • The study for the possible implementation of Use Cases, such as the Workforce Heat Map, the Candidate Recommendation tool and a model for understanding the results of the Engagement Survey.

  • The development and expansion of the Human Resources Information System.

Equality Plan

The Equality Plan of CaixaBank, S.A., signed in 2020, presents conditions that improve on those included in the Collective Bargaining Agreement and the Workers' Statute: paid leave for marriage, maternity and paternity, illness or death of a family member, moving house, etc., reduced working hours to look after children under the age of 12 years or children with legally recognised disabilities, leaves of absence to care for dependents, gender-based violence, family relocations, charity, personal reasons, and study purposes.

In 2023, the Equality Plan was adapted to take account of the new external regulations that are emerging, particularly with regard to the inclusion of Diagnostics and the Remuneration Audit. The Equality Plan is registered in the Register and Deposit of Collective Agreements, Collective Labour Agreements and Equality Plans (REGCON).

In addition, the Protocol for the Prevention, Treatment and Elimination of Harassment was included in the Equality Plan alongside other conflict resolution measures such as Mediation. In 2023, this protocol was adapted to include provisions for anonymous complaints and to extend its scope to address situations of harassment or violence against LGTBI workers.

The Equality Plan includes substantial improvements over the terms of the Collective Bargaining Agreement and the Workers' Statute in:

the representation of women in managerial positions, adopting measures to increase their presence.

See section "Gender Diversity"

  • Work-life Balance: extending the leave available to employees to improve the work-life balance.

  • Putting in place a protocol for preventing and eliminating harassment.

  • Putting place an equality protocol for common-law couples.

An overview of the measures included in the Equality Plan in terms of work-life balance and maternity and paternity leave to promote the well-being of employees is provided below.

In January 2024, CaixaBank launched regulatory training for all employees involved in the Equality Plan, focusing on preventing harassment in the workplace and the labour rights of individuals affected by gender-based or sexual violence.

Work-life balance and digital disconnection

CaixaBank has been implementing disconnection policies for years to help employees balance their personal, family, and work lives, as outlined in the Equality Plan.

In this sense, the internal employment agreements contain rationalisation measures of training and commercial activity for employees. The number of activities that can be conducted outside of normal working hours established in the Collective Agreement are limited. Priority is always given to the willingness and motivation of employees.

With regard to digital disconnection, CaixaBank has a protocol whose most important aspects are:

  • The incorporation of good practices to minimise meetings and trips by encouraging the use of collaborative tools.

  • No communications from 7 pm to 8 am the following day, nor on holidays, during leave or on weekends.

  • No meetings that end after 6.30pm.

  • The right not to reply to communications after the working day has ended.

Maternity and paternity leave

CaixaBank is improving its employees' wellbeing by extending maternity and paternity leave.

The Work-Life Balance Protocol, which forms part of CaixaBank's Equality

Plan, includes the following extensions to maternity and paternity leave to promote work-life balance and equality:

  • Extension of leave due to death of spouse or common-law partner with minor children.

  • Extension of paternity leave by 10 days, to encourage co-responsibility in the family unit.

  • Flexibility is extended to one hour, while respecting organisational needs.

  • Possibility of reduced working hours on Thursday afternoons until the child reaches the age of 12.

  • Holidays can be taken until 31/01 for work-family balance reasons.

CaixaBank has improved the conditions set forth in the Collective Bargaining Agreement and Workers' Statute for maternity and paternity leave, as well as the option for employees to take leave of absence to care for family members in case of health-related issues, in addition to the improvements outlined in the Equality Plan.

> IN TERMS OF PAID LEAVE AND REDUCTIONS IN WORKING HOURS

disability.

LEGISLATION CaixaBank improvements (in the CaixaBank Work-Life Balance Protocol)

10 calendar days of additional paid leave, and 14 calendar days for multiple childbirth or the birth of a child with

01.

Article 48 of the Workers' Statute

16 weeks of leave for both the biological mother and the other parent.

02.

03.

No legal requirement

Article 37 of the Workers' Statute

Access to reduced working hours due to caring for a person under 12 years of age, provided that it entails at least 1/8 of the working day.

People who directly care for a child under 12 years of age may request reduced working hours exclusively on Thursday afternoons in the winter (involving a reduction of less than 1/8 of the working day).

The collective with children with a disability is allowed to take paid leave on Thursdays in the winter season until the child's third birthday, and if the child has a disability of 65% or more, the paid leave is indefinite.

Paid leave of 30 days for the birth of a child with disabilities equal to or greater than 65%, which can be taken within 24 months of the birth.

04.

No legal requirement

LEGISLATION CaixaBank improvements (in the CaixaBank Work-Life Balance Protocol)

Two sensitive cases are considered when it comes to giving preference to choosing holidays, to facilitate the work-life balance:

  • If, due to divorce or separation, a holiday date has been assigned to take care of children under 12 years of age.

  • The case of a disabled child attending specialist school centres, and these centres are closed.

> IN TERMS OF ECONOMIC CONDITIONS

LEGISLATION CaixaBank improvements
01. Aid of 5% of salary for children until the
child reaches the age of 18 or 21.
No legal requirement
02. Aid for training employees' children:
Collective Bargaining Agreement
for Savings Banks and Financial
Institutions
> Annual benefit of €5,150/year if the
degree of disability >= 33% and <65%,
and if this degree >= 65%, it will be
€6,300/year.
€3,400/year in aid for people with
disabilities
03.
Aid for loans and advances:
No legal requirement > In the event of birth, adoption, and
fostering, access to advances up to 1
year.
> Reductions in working hours due to
  • In the event of birth, adoption, and fostering, access to advances up to 1

  • Reductions in working hours due to work-life balance do not imply a decrease in credit capacity.

Promoting Well-being in a healthy and sustainable environment

CaixaBank considers the promotion of health and safety in the workplace as one of the basic principles and fundamental objectives to be achieved through the continuous improvement of working conditions. Promoting the wellbeing of employees is one of the pillars for achieving the goal of being the best financial group to work for.

Occupational risk prevention

The prevention policy is a formal declaration of CaixaBank's Management through which it takes on the commitments of promoting all initiatives and actions that foster safe and healthy working conditions. In April 2023, the Management Committee approved a new Occupational Health and Safety Policy, which reiterates the following actions that have already been carried out:

  • Foster a culture of prevention at all levels of the Organisation and integrate it into all of its processes.

  • Ensuring compliance with the applicable law and other voluntary commitments to which it subscribes.

  • Consider preventive aspects from the outset, during the design phase, when contracting works or services or procuring equipment or products.

  • Prevent risks, damages and occupational diseases by phasing in the corresponding improvement measures and taking into account the aspects needed to guarantee continuous improvement in the levels of protection.

  • Train and raise awareness among the staff, emphasising consultation and participation with them and their representatives, involving them in the Occupational Risk Prevention policy and prioritising communication and information, so that the management of Occupational Risk Prevention involves all members of the organisation.

  • Establish and maintain an up-to-date Occupational Risk Prevention Management System that guarantees adequate protection for the health and safety of all workers, eliminating hazards and reducing their Risks.

In order to raise awareness and train staff in matters of Occupational Health and Safety, CaixaBank regularly offers training content on occupational health and safety, emergency measures and first aid.

CaixaBank, S.A. has specific committees to guarantee the health and safety of its staff:

  • Single Occupational Health and Safety Committee. Joint and collegial participatory body for the regular and periodic consultation of the company's measures in the field of occupational risk prevention.

  • Occupational Risk Prevention Coordination Committee. This committee establishes the policies related to occupational risk prevention, to improve the control, management, and monitoring of the health and safety requirements. It also organises and conducts training. At the same time, in accordance with the Occupational Hazard Prevention Management Manual, it defines, establishes and reviews the objectives of safety and health, ensuring that they are achieved, which are presented in the Annual Preventive Plan for the Occupational Hazard Prevention management system (monitoring of 44 metrics in 5 differentiated chapters with quarterly reviews).

Additionally, this year, the processes, protocols and instructions have been analysed and redefined after identifying gaps with respect to the previous model and applying improvements to the procedures.

CaixaBank's Occupational Risk Prevention Management System complies with the requirements set out in standard 45001:2018.

The effectiveness of the occupational risk prevention system is continuously monitored through a variety of audits and interventions, including external certification audits, internal audits, and management review reports.

> ACCIDENT AND ABSENTEEISM DATA

2022 2023
Accidents at work
Not Serious Not Serious
Total no. of accidents serious
424
6 serious
452
0
of which Women 311 4 319 0
of which Men 113 2* 133 0
Accident frequency index 1.57 1.61
of which Women 2.22 2.18
of which Men 0.76 0.86
Gravity rate 0.11 0.12
of which Women 0.13 0.15
of which Men 0.07 0.09
Absenteeism
Hours of absenteeism 3,023,140 2,716,174
(manageable)
Manageable absenteeism rate
(illness and accidents)
4.2% 3.8%

*A fatal accident during commuting.

Healthy organisation

In the current context, it is clear that the promotion of people's health and wellbeing in organisations has become a more relevant and priority issue. Accordingly, CaixaBank wants to revitalise the management of Health, Safety and Wellbeing by implementing a new Healthy Organisation Strategy in order to establish itself as a leading example in this area.

Being a Healthy Organisation goes beyond simply meeting legal requirements for Health and Safety in the Workplace. Its central goal is to achieve the highest level of wellbeing for all people who form part of or are associated with the company, including employees, customers, shareholders, suppliers and society as a whole. This is achieved by taking into account all factors and variables that influence the wellbeing, motivation, personal fulfilment and commitment of employees to the company.

CaixaBank has been recognised for its management of the Health, Safety and Wellbeing of its employees, and in 2023 obtained:

the Healthy Organisation Certification by AENOR.

TOP WELLBEING COMPANY" certification awarded by Intrama, which accredits the company as one of the TOP30 companies in Spain with best practices in corporate health and wellbeing.

Innovation and Health Award awarded by Mutua Universal.

First prize in the category of nutritional wellbeing at the Corporate Wellbeing Awards.

To achieve these objectives, CaixaBank has:

1. A Healthy Organisation Policy for all staff , approved in 2023 by the Management Committee and which includes the following commitments:

Promote health, healthy habits and lifestyles to improve the quality of life of its stakeholders: employees and their family members, customers, shareholders, investors, suppliers, the local community and society in general.

Comply with legal and regulatory provisions regarding Occupational Risk Prevention, as well as with other aspects related to human capital, such as equal treatment, gender equality, work-life balance, diversity and inclusivity.

Continuously improve the organisation, the working conditions of the workforce and relations with other stakeholders in all areas where there is an impact on the physical, mental and social well-being of people.

Train and raise awareness among all employees by making them stakeholders in the Healthy Organisation Policy, prioritising communication and information so that management of Healthy Organisation matters becomes part of the culture of all members of the organisation.

Establish and maintain an up-to-date Healthy Organisation Management System.

  • 2. The Healthy Organisation Strategic Plan 2022-2024, which defines the main lines of action and actions revolving around the five main factors affecting the healthy organisation:
    • Prevention and promotion of health and safety.

    • Psychosocial relationships and attitudes.

    • Physical activity and sport.

    • Healthy diet.

    • Environment: Adaptation of work spaces.

The action lines of action of the Healthy Organisation Strategic Plan are set out annually in a Wellbeing and Health Plan, which defines the actions and initiatives to be carried out each year. Wellbeing is conceptualised with a holistic 360º vision that encompasses all areas of wellbeing (emotional, social, relational, workrelated, spiritual, physical, etc.).

The Wellbeing and Health Plan includes the We are Healthy Programme, promoted by CaixaBank as part of its global strategy for

Safety, Health and Wellbeing.

We are Healthy Programme

The Healthy Organisation programme is a new strategy based on CaixaBank's culture and values and focused on the wellbeing of its teams.

The main objectives of We are Healthy are focused on improving:

  • The impact on the Entity's social sustainability.

  • Motivation, satisfaction, sense of pride at belonging and commitment.

  • Productivity and competitiveness based on a healthier and more motivated workforce.

  • Image as an employer brand to help attract and retain talent.

The socio-occupational climate and the reduction of absenteeism.

The most notable milestones in 2023 are:

At the organisational level:

  • Creation of a network of Wellbeing Ambassadors in all Regional Management units. To effectively engage in reciprocal active listening with the Healthy Organisation Expert Group regarding the health and well-being needs of the workforce, a collaborative system must be implemented to enhance the dissemination of ongoing initiatives.

  • Extension of the Healthy Organisation Expert Group (HOEG). Crossfunctional working group in charge of developing actions with an impact on health and well-being set up in 2022.

Physical well-being: to improve health and disease prevention and promote healthy habits.

  • Prevention and promotion of health and safety: awareness-raising and training, promotion of more health offers and services. Highlights include:

    • Health observatory and health campaigns. KPIs are established and conditions and their causes are analysed by regional unit in order to plan actions with the medical care team. Furthermore, we establish partnerships with organizations dedicated to the prevention and raising awareness about different diseases, such as the Spanish Association Against Cancer (AECC).

    • Collaboration with associations that work to prevent and raise awareness of various pathologies, such as the AECC and the Fundación Freno al Ictus (Stop Strokes Foundation).

    • Furthermore, CaixaBank S.A. provides comprehensive Adeslas health coverage, granting access to its Adeslas Health and Wellness Platform, which complements the medical care service.

Physical activity and sport: raising awareness and motivating to promote physical activity among the entire workforce, creating spaces for sports participation and setting up multi-purpose rooms in corporate buildings:

• In 2023, staff access to Gympass, a co-payment scheme for faceto-face access to a wide network of sports and wellness centres, has been enabled.

• Organisation of 3x3 basketball employee leagues.

Healthy eating: promoting healthy eating to ensure good physical health, with tips through the We are Healthy platform and facilitating access to healthy eating in corporate buildings.

Emotional well-being: active promotion of mental and emotional health.

  • Psychosocial relationships and attitudes: tools for enhancing physical and emotional wellbeing, implementing initiatives to foster a positive work environment, promoting work-life balance, and ultimately enabling individuals to feel fulfilled and appreciated. Highlights include:

    • Adeslas psycho-emotional counselling service.

    • Alares psychological care service.

    • Emotional wellbeing on the We are Healthy digital platform.

    • Work-life balance measures that have an impact on emotional wellbeing.

    • Feeling good by helping others: CaixaBank Volunteering.

    • Wellness School in Virtaula.

    • Emotional training for managers.

    • Specific training designed to address psychosocial risks.

The We are Healthy programme features the We are Healthy Platform, a virtual platform containing activities and campaigns which raise awareness and offer benefits for the overall health and wellbeing of employees and their families. The platform focuses on four main pillars (Move, Love yourself, Take care of yourself, and Turn yourself around).

Dialogue with employees

The dialogue between CaixaBank and its employees is a two-way conversation. CaixaBank receives the employee's feedback through engagement and active listening and CaixaBank also communicates with employees through the different internal communication channels.

Engagement and active listening

Promoting engagement and actively listening are two essential concepts that result in increased productivity, job satisfaction, and employee loyalty. At CaixaBank, we work to make our professionals feel valued and listened to, and to this end, we have established measures such as:

  • Conducting engagement surveys to understand employee experience, needs and expectations.

  • Encouraging open communication so that employees feel comfortable sharing their ideas and concerns.

  • Providing opportunities and feedback channels for employees to express their opinions and suggestions.

  • Motivating employees through the recognition and rewarding of good performances.

CaixaBank Group's strategy of listening is centred on continuous improvement, embracing a comprehensive, action-oriented model that aims to enhance the experience of all its employees. Listening is activated through different means, obtaining data, drawing conclusions, implementing action plans and re-measuring to evaluate each impact.

Engagement, Culture and Leadership Study

Every two years, the Engagement, Culture, and Leadership Survey is conducted to assess the professionals' experience within the Entity. It also gauges their perception of the work environment, while tracking the progress of implemented initiatives through key metrics such as Engagement, Culture, Leadership, eNPS, intention to remain, and more. Finally, a Radar Study is conducted on a representative sample in the following years to observe the progress of the implemented action plans.

> RESULTS OF THE 2022 STUDY:

75% 67%

→ Global participation → Climate and commitment full favourability

In the case of CaixaBank S.A. in 2023, the Engagement, Culture and Leadership Radar Study was carried out on a sample of 20% of the workforce (approximately 7,200 employees), obtaining a participation rate of 56% and an overall result of 64%.

The main results are:

  • The organisation's leadership is highly valued; it is perceived as a solid and competitive company that is moving forward successfully.

  • The "la Caixa" Foundation's Welfare Projects and Social Action are assets that are highly valued and continue to grow.

  • Wihin the CaixaBank Culture, the Approachability attribute has significantly increased compared to 2022.

  • Workload, a key issue for all organisations, still has room for improvement, but in this measurement it is progressing positively.

  • Social benefits, which are usually among the most highly rated issues in this study, have room for improvement.

Follow-up to the Action Plan associated with the 2022 Engagement, Culture and Leadership Study

After obtaining the results of the 2022 Engagement, Culture and Leadership Study, an in-depth analysis (correlation, regression, etc.) was initiated to identify areas for improvement. The analysis identified the drivers that improve the employee experience.

Work was carried out on a multidisciplinary Action Plan based on the CaixaBank Group's purpose, "Being close to people for everything that matters", with the aim of improving the working environment for employees and facilitating their experience at the Entity in order to continue to advance towards the ambition of "Being the best financial group to work for".

The factors that matter to employees in their relationship with the company were identified, and its representation gave rise to the 360° Engagement Framework, which has allowed to guide both the analysis and the design and monitoring of actions that have an impact on the engagement and motivation of CaixaBank Group employees. This model has 6 differentiated blocks and 18 dimensions.

Considering also the vision of the 360° Engagement Model, the opinion of employees, as well as their analysis and insights extracted through analytics to go beyond evidence, the following lines of action were established:

Challenges and campaigns

It focuses on seeking excellence in customer service to generate a direct impact on people's desire to remain.

Work conditions

Work on workload and barriers and how they affect day-to-day performance to impact customer service and when assessing the feasibility of goals.

Agility, collaboration and proximity

Strengthening the purpose of forming close relationships and working on collaboration and a fear of making mistakes will have an impact on agility and promote employee motivation.

Professional development and leadership

Promote development based on meritocracy, skills and knowledge in an exciting and motivating role and with equitable remuneration that will have a great impact on how career opportunities and the future project are perceived.

We Plan

As a result of all this analysis, the We Plan was presented in 2023. This initiative aims to enhance the professional environment and aligns with the ambition of the 2022-2024 Strategic Plan to become the best Financial Group to work for.

The plan builds on the areas for improvement identified in the last Engagement, Culture, and Leadership 2022 Study, incorporating a process of active listening to the entire workforce. It outlines a series of initiatives aimed at addressing these areas. The We Plan was shared with all the bank's managers to inform the teams that their voice had been heard and that the necessary actions were being implemented to improve their experience at CaixaBank.

The plan addresses the main areas for improvement in the study, which are grouped into three main lines of action and include more than 30 initiatives and actions for improvement.

Commercial offer
BUSINESS AND CUSTOMER SERVICE IMPROVEMENT Commercial Actions and Monitoring Some noteworthy initiatives:
> Commercial dynamics of customer vision is product vision
To help the commercial team improve the customer service, reinforce their capacity
to add value and excellence to the relationship and obtain compensation that is
Challenges. Bonus and Incentives > Customer Service Improvement Plan
> Improve the bonus and incentives system
more clearly aligned with these objectives Customer Service.
Support to Branches
SUPPORT, ORGANISATION AND PROCESSES Internal Processes Some noteworthy initiatives:
to move forward in the progressive simplication of processes and in an operational
environment that promotes collaboration and flexiblity and facilitates the claily
performance.
New Ways of working > More Time programme to streamline tasks and reduce response times in
operational resolution.
Administrative Load
People Development
PEOPLE MANAGEMENT AND DEVELOPMENT AHEAD Leadership Some noteworthy initiatives:
to enhance our AHEAD Leadership Model and promote the development of people
based on meritocracy, according to skills, knowledge and performance of their
functions
HR Function > AHEAD Leadership Model and 360º management assessment,

Internal Communication

CaixaBank considers it essential to maintain good communication with its employees. CaixaBank's internal communication focuses mainly on:

  • Communicating the values and culture of the organization to reinforce a sense of pride in being part of something unique.

  • Promoting and tackling the Strategic Plan challenges and Business priorities.

  • Recognising and reinforcing good professional practices.

  • Promote and corporate social intranet, facilitating two-way communication, conversation between professionals and closeness between teams.

In 2023, the main areas of action were to promote:

  • Closer relations in the Entity, leveraging the full potential of CaixaBank's teams and professionals in alignment with our brand purpose.

  • The internal communication strategies developed in support of the implementation of the Human Resources Strategic Projects., such as the new People Xperience platform, the new Skills Review and AHEAD Review processes, the launch of the new Employee Office and the We are Healthy initiatives, among others.

  • Internal communication, especially among management, of the We Plan.

08. Shareholders and Investors

  • Key Group figures [PAGE 361]

  • Profits and earnings performance [PAGE 362]

  • Business performance [PAGE 378]

  • Liquidity and financing structure [PAGE 381]

  • Capital management [PAGE 383]

  • Ratings [PAGE 385]

  • Shareholder remuneration [PAGE 386]

  • Dialogue with shareholders and investors [PAGE 387]

Key Group figures

January-December
In millions of euros / % 2023 2022
Restated 1
Change
PROFIT/(LOSS)
Core Income 15,137 11,504 31.6%
Pre-impairment income 8,410 5,519 52.4%
Profit/(loss) attributable to the Group 4,816 3,129 53.9%
MAIN RATIOS (last 12 months)
Cost-to-income ratio 40.9% 50.3% (9.3)
Cost of risk (last 12 months) 0.28% 0.25% 0.03
ROE 13.2% 8.3% 4.9
ROTE 15.6% 9.8% 5.9
ROA 0.7% 0.4% 0.3
RORWA 2.1% 1.3% 0.7
BALANCE SHEET
Total Assets 607,167 598,850 1.4%
Equity 36,339 33,708 7.8%
BUSINESS ACTIVITY
Customer funds 630,330 611,300 3.1%
Loans and advances to customers, gross 354,098 361,323 (2.0)%
RISK MANAGEMENT
Non-performing loan ratio 2.7% 2.7% 0.0
NPL coverage ratio 73% 74% (0.7)
LIQUIDITY
Total liquid assets 160,204 139,010 21,193
Liquidity coverage ratio 215% 194% 21.0
Net Stable Funding Ratio (NSFR) 143% 142% 1.0
Loan to deposits 89% 91% (1.8)
CAPITAL ADEQUACY
Common Equity Tier 1 (CET1) 12.4% 12.8% (0.4)
Tier 1 14.4% 14.8% (0.4)
Total capital 17.1% 17.3% (0.2)
MREL 26.8% 25.9% 0.9
Risk weighted assets (RWAs) 228,428 215,103 13,325
Leverage ratio 5.8% 5.6% 0.2

1The financial information published in 2022 has been restated in accordance with IFRS 17 / IFRS 9

Profits and earnings performance

Below is the performance of the results for the last three years is as follows.

The Group has applied IFRS 17 "Insurance Contracts" and IFRS 9 "Financial Instruments" to the assets and liabilities under the insurance business as of 1 January 2023. Considering that, in accordance with IFRS 17, a minimum of one year of comparative information is required, the income statement and the balance sheet for the fiscal year 2022 have been restated, also taking into account IFRS 9 requirements.

2022 ex M&A impacts
In millions of euros 2023 Restated % Chg. 2021 M&A impacts1 2021
Net interest income 10,113 6,553 54.3 5,975 5,975
Dividend income 163 163 192 192
Share of profit/(loss) of entities accounted for using the equity method 281 222 26.4 425 425
Net fee and commission income 3,658 3,855 (5.1) 3,705 3,705
Trading income 235 328 (28.3) 220 220
Income and expense under insurance or reinsurance contracts 651 651
Insurance service result 1,118 935 19.6
Other operating income and expense (1,337) (963) 38.9 (893) (893)
Gross income 14,231 11,093 28.3 10,274 10,274
Recurring administrative expenses, depreciation and amortisation (5,812) (5,525) 5.2 5,930 (5,930)
Extraordinary expenses (9) (50) (81.7) 2,119 (2,118) (1)
Pre-impairment income 8,410 5,519 52.4 2,225 (2,118) 4,344
Pre-impairment income stripping out extraordinary expenses 8,419 5,568 51.2 4,344 4,344
Allowances for insolvency risk (1,097) (982) 11.7 (838) (838)
Other charges to provisions (248) (130) 91.1 (478) (93) 384
Gains/(losses) on disposal of assets and others (141) (87) 61.3 4,405 4,464 (59)
Profit/(loss) before tax 6,924 4,320 60.3 5,315 2,252 3,062
Income tax expense (2,108) (1,189) 77.3 (88) 614 (702)
Profit/(loss) after tax 4,816 3,131 53.8 5,227 2,867 2,360
Profit/(loss) attributable to minority interest and others 0 2 1 1
Profit/(loss) attributable to the Group 4,816 3,129 53.9 5,226 2,867 2,359
Total core income 15,137 11,504 31.6 10,597 10,597
Cost-to-income ratio stripping out extraordinary expenses (%) (12 months) 40.8 49.8 (9.0) 57.7 57.7

1 Breakdown of extraordinary impacts associated with the merger:

Extraordinary expenses: estimated cost of the labour agreement (€-1,884 M) and other integration expenses (€-234 M).

Other allocations to provisions: €-93 M to cover asset write-downs mainly from the plan to restructure the commercial network in 2022.

Gains/(losses) on disposal of assets and others: €+4,300 M due to negative consolidation difference; €+266 M from profits before tax related to the sale of certain lines of business directly pursued by Bankia; €-105 M due to asset write-downs (mainly associated with restructuring the commercial network) and €3 M others.

To facilitate comparability, the income statement for December 2022 under IFRS 4 is provided and compared to the income statement restated following the application of IFRS 17 and IFRS 9.

December 2022
In millions of euros Reported IFRS 4 IFRS 17/9 IFRS 17/9
Net interest income 6,916 adjustments
(363)
6,553
Dividend income 163 163
Share of profit/(loss) of entities accounted for
using the equity method
264 (42) 222
Net fee and commission income 4,009 (155) 3,855
Trading income 338 (10) 328
Income and expense under insurance or
reinsurance contracts
866 (866)
Insurance service result 935 935
Other operating income and expense (963) (963)
Gross income 11,594 (501) 11,093
Recurring administrative expenses, depreciation
and amortisation
(6,020) 495 (5,525)
Extraordinary expenses (50) (50)
Pre-impairment income 5,524 (6) 5,519
Pre-impairment income stripping out
extraordinary expenses
5,574 (6) 5,568
Allowances for insolvency risk (982) (982)
Other charges to provisions (129) (130)
Gains/(losses) on disposal of assets and others (87) (87)
Profit/(loss) before tax 4,326 (6) 4,320
Income tax expense (1,179) (10) (1,189)
Profit/(loss) after tax 3,147 (16) 3,131
Profit/(loss) attributable to minority interest and
others
2 2
Profit/(loss) attributable to the Group 3,145 (16) 3,129

The total impact of the restatement on 2022 net income is not significant (€-16 million), as a result of a number of non-material adjustments of different sign and centred on the presentation of almost the entire insurance business under the heading "Insurance service result".

In this respect, the table above shows the differences between both standards in the "adjustments" column, which mainly corresponds to the aforementioned reclassification of the following line items in the income statement:

  • Net interest income: in accordance with IFRS 17, it mainly includes the net return on assets under the insurance business, albeit it recognises an expense for interest that includes the capitalisation of the new insurance liabilities is recognised at a very similar interest rate as the rate of return of asset acquisition. The difference between this income and the expense is not significant. The margin on savings insurance contracts will now be recognised under the heading "Insurance service result".

  • Share of profit or loss of equity-accounted institutions: this line item includes the impacts resulting from applying IFRS 17 and IFRS 9 in affiliated companies with an insurance business.

  • Fee income: the fee and commission income generated by unit linked and other, as well as the fees and commissions paid to third party intermediaries and agents related to the insurance business, is reported in the heading "Insurance service result".

Insurance service result: it includes the accrual of the margin on savings insurance contracts, as well as on unit linked products, and the recognition of income and expenses from claims corresponding to short term risk-related insurance. For the entire insurance business, this line item is reported net of expenses directly attributable to the contracts.

The expenses directly attributable to insurance contracts are reported as lower income in the heading "Insurance service result", and were previously recognised in Operating expenses and Fee and commission income

Below is the comparative proforma income statement for 2021, which is presented with the aim of providing information on the performance of the merged entity's results. It has been drawn up by adding the result generated by Bankia before the merger to the result obtained by CaixaBank, without considering the extraordinary aspects related thereto.

In millions of euros 2022 1 2021 Change
Net interest income 6,916 6,422 7.7
Dividend income 163 192 (15.0)
Share of profit/(loss) of entities accounted
for using the equity method
264 436 (39.5)
Net fee and commission income 4,009 3,987 0.6
Trading income 338 230 47.0
Income and expense under insurance or
reinsurance contracts
866 651 33.1
Other operating income and expense (963) (934) 3.0
Gross income 11,594 10,985 5.5
Recurring administrative expenses,
depreciation and amortisation
(6,020) (6,374) (5.6)
Extraordinary expenses (50) (1)
Pre-impairment income 5,524 4,610 19.8
Pre-impairment income stripping out
extraordinary expenses
5,574 4,611 20.9
Allowances for insolvency risk (982) (961) 2.3
Other charges to provisions (129) (407) (68.3)
Gains/(losses) on disposal of assets and
others
(87) (82) 6.9
Profit/(loss) before tax 4,326 3,160 36.9
Income tax expense (1,179) (734) 60.5
Profit/(loss) after tax 3,147 2,426 29.7
Profit/(loss) attributable to minority interest
and others
2 1 52.7
Profit/(loss) attributable to the Group 3,145 2,424 29.7
Core income 11,997 11,339 5.8
Cost-to-income ratio stripping out
extraordinary expenses (%) (12 months)
51.9 58.0 (6.1)

1 Corresponds to the income statement of 2022 under IFRS 4. To facilitate comparability with 2021, the explanations of the changes broken down in the sections "Evolution 2022 vs. 2021" are maintained under the same IFRS.

Breakdown by Business

Below, is the income statement for 2023 by business segment:

Breakdown by business
In millions of euros 2023 Banking and
Insurance
BPI Corporate
Center
Net interest income 10,113 9,141 928 45
Dividend income and share of profit/(loss) of
entities accounted for using the equity method 444
291 21 132
Net fee and commission income 3,658 3,366 291
Trading income 235 253 25 (42)
Insurance service result 1,118 1,118
Other operating income and expense (1,337) (1,254) (77) (6)
Gross income 14,231 12,915 1,188 128
Recurring administrative expenses,
depreciation and amortisation
(5,812) (5,249) (501) (63)
Extraordinary expenses (9) (9)
Pre-impairment income 8,410 7.657 687 66
Pre-impairment income stripping out
extraordinary expenses
8,419 7,666 687 66
Allowances for insolvency risk (1,097) (1,046) (51)
Other charges to provisions (248) (214) (34)
Gains/(losses) on disposal of assets and others (141) (82) (11) (48)
Profit/(loss) before tax 6,924 6,315 592 18
Income tax expense (2,108) (1,950) (173) 15
Profit/(loss) after tax 4,816 4,364 419 32
Profit/(loss) attributable to minority interest
and others
Profit/(loss) attributable to the Group 4,816 4,364 419 32
  • Banking and insurance business: shows earnings from the Group's banking, insurance, asset management, real estate and ALCO's activity mainly in Spain.

  • BPI: covers the income from the BPI's domestic banking business, essentially in Portugal. The statement of profit or loss reflects the reversal of the adjustments derived from the fair value measurement of assets and liabilities assumed in the business combination.

  • Corporate Centre: shows earnings, net of funding expenses, from the investees Telefónica, BFA, BCI, Coral Homes and Gramina Homes. In addition, the Group's excess capital is allocated to the Corporate Centre, which is calculated as the difference between the Group's total equity and the capital assigned to the Banking and Insurance business, BPI and the investees allocated to the Corporate Centre. Specifically, the allocation of capital to these businesses and investees takes into account the 11.5% capital consumption for risk weighted assets, as well as any applicable deductions Liquidity is the counterpart of the excess capital allocated to the corporate centre. The operating expenses of these business segments include both direct and indirect costs, which are assigned according to internal distribution methods. The corporate expenses at Group level are assigned to the Corporate Centre.

The table below shows the income statement for 2022 and restated after applying IFRS 17 / IFRS 9.

Banking and Insurance BPI Corporate Center
In millions of euros 2022 reported
IFRS 4
IFRS 17/9
adjustments
2022 IFRS 17/9 2022 reported
IFRS 4
IFRS 17/9
adjustments
2022 IFRS 17/9 2022 reported IFRS 4 IFRS 17/9
adjustments
2022 IFRS 17/9
Net interest income 6,366 (362) 6,004 544 544 6 (2) 4
Dividend income and share of
profit/(loss) of entities accounted for
using the equity method
212 (46) 166 29 4 33 187 187
Net fee and commission income 3,714 (155) 3,559 296 296
Trading income 299 (10) 289 27 27 12 12
Income and expense under insurance 866 (866)
or reinsurance contracts
Insurance service result
935 935
Other operating income and expense (918) (917) (38) (38) (7) (7)
Gross income 10,539 (504) 10,035 857 4 861 198 (2) 196
Recurring administrative expenses,
depreciation and amortisation
(5,505) 495 (5,010) (455) (455) (60) (60)
Extraordinary expenses (50) (50)
Pre-impairment income 4,984 (8) 4,976 402 4 407 138 (2) 136
Pre-impairment income stripping out
extraordinary expenses
5,034 (8) 5,026 402 4 407 138 (2) 136
Allowances for insolvency risk (976) (976) (6) (6)
Other charges to provisions (98) (1) (99) (22) (22) (9) (9)
Gains/(losses) on disposal of assets
and others
(69) (69) (19) (19)
Profit/(loss) before tax 3,842 (9) 3,833 374 4 378 110 (2) 109
Income tax expense (1,089) (11) (1,100) (101) (101) 12 12
Profit/(loss) after tax 2,753 (20) 2,734 272 4 277 122 (1) 121
Profit/(loss) attributable to minority
interest and others
2 2
Profit/(loss) attributable to the Group 2,751 (20) 2,731 272 4 277 122 (1) 121

The Banking and Insurance business, which shows earnings from the insurance firm VidaCaixa, is the business most impacted by this adjustment, as it includes most of the Group's insurance business.

In BPI, the adjustment is due to the restatement of Allianz Portugal's net income (BPI holds a 35% stake in the company and markets its general insurance products in Portugal, recognising its income using the equity method).

Evolution 2023 vs. 2022 restated

Attributable profit in 2023 amounted to €4,816 million, versus €3,129 million in 2022 (+53.9%).

Good performance of Core income (+31.6%), driven by the growth of Net interest income (+54.3%), Insurance service result (+19.6%) and Income from Bancassurance equity investments (+52.7%), which compensate the decline in Fee and commission income (-5.1%).

The stability in the performance of Dividend income and the growth of Share of profit/(loss) of entities accounted for using the equity method (+26.4%) offset a major part of the contraction in Trading income (-28.3%).

Other operating income and expense is impacted by the recognition in the first quarter of 2023 of the banking tax for €-373 million.

Gross income grew (+28.3%) more than Recurring administrative expenses, depreciation and amortisation (+5.2%), increasing Pre impairment income (+52.4%), improving efficiency to history lows.

Allowances for insolvency risk grows 11.7%, enabling high risk coverage levels via provisions. Other charges to provisions increases 91.1%, mainly due to the recognition of one-off impacts of different sign in both years.

Evolution 2022 vs. 2021

Attributable profit for the first 2022 amounts to €3,145 million, versus €5,226 million in 2021 (-39.8%), which included the extraordinary aspects related to the merger (negative consolidation difference for €+4,300 million and extraordinary expenses, charges to provisions and others for €-1,521 million, net of tax).

When compared with the proforma income statement of 2021 (€2,424 million), up 29.7%.

Good performance of Core income (+5.8%), driven by the growth of Net interest income (+7.7%), Income and expenses under insurance or reinsurance contracts (+33.1%) and Fee and commission income (+0.6%), which compensate the lower Income from Bancassurance equity investments (-26.2%).

To interpret appropriately the performance of the various lines of core income, Bankia Vida's aforementioned incorporation, which has been integrated by global consolidation following the acquisition of 100% of the company in the last quarter of 2021, should be considered.

Decline of Dividend income (-15.0%) and Share of profit/(loss) of entities accounted for using the equity method (-39.5%) following the sale of Erste Group Bank, which is partially compensated by the greater generation of Trading income (+47.0%).

Gross income grew 5.5% and Recurring administrative expenses, depreciation and amortisation dropped 5.6%, resulting in the growth of Preimpairment income (+19.8%).

Allowances for insolvency risk remains at similar levels (+2.3%), with decline in Other charges to provisions (-68.3%). Gains/(losses) on disposal of assets and others includes, in both financial years, one-off impacts in proceeds on asset sales and write-downs.

Net interest income

Evolution 2023 vs. 2022 restated

The Group's Net interest income amounted to €10,113 million (+54.3% compared to 2022, restated). This increase is due to:

  • Higher income from loans mainly due to an increase in the average rate, as a result of the positive impact of market interest rates on the portfolio indexed to variable rates and on the rates of the new production.

  • Higher contribution of the fixed income portfolio mainly due to the rate rise.

These effects have been partially compensated by:

  • Higher costs of customer deposits, which include the effect of the conversion into floating interest by means of interest-rate hedges established for a limited amount.

  • Higher cost of institutional funding, impacted by a rate increase from the repricing of issuances changed to variable rate due to the rise of the rate curve.

  • Lower contribution to net interest income by financial intermediaries mainly due to the higher costs of financing taken from the ECB and the impact of a lower excess liquidity. In the last quarter of 2023, negatively impacted by the loss of remuneration of the minimum reserves.

Evolution 2022 vs. 2021

The Group's Net interest income stands at €6,916 million in 2022, versus €5,975 million euros in 2021, impacted by the merger with Bankia.

The change with respect to 2021 in comparative proforma terms is of +7.7%. This increase is due to:

  • Higher income from loans mainly due to an increase in the average rate, as a result of the positive impact of market interest rates.

  • Higher contribution of the fixed income portfolio due to an interest rate rise and a higher volume

  • Inclusion of the financial margin on life savings insurance products of Bankia Vida, which after acquiring control in the last quarter of 2021 has been integrated by global consolidation in 2022.

These effects have been partially compensated by:

  • Lower contribution to net interest income by financial intermediaries mainly due to higher cost of foreign currency funding.

  • Higher costs of institutional funding, impacted by a rate increase from the repricing of issuances changed to variable rate due to the rise of the rate curve.

  • Higher costs of customer deposits that include, among other factors, the increase of the rate curve.

ACCOUNTING 2023 2022 restated Change Income or expense 2023-2022
Average balance
In millions of euros
Average
balance
Income or
expense
Rate % Income or
expense
Rate % Total By rate By volume
Financial Institutions 51,131 1,873 3.66 127,350 1,037 0.81 836 3,628 (2,792)
Credit portfolio (a) 335,368 13,102 3.91 336,696 6,254 1.86 6,848 6,873 (25)
Debt securities 88,895 1,169 1.31 90,593 426 0.47 743 765 (22)
Other assets with returns 59,189 1,755 2.96 61,125 1,393 2.28 362 419 (57)
Other assets 84,230 323 89,714 87 236 236
Average total assets (b) 618,813 18,222 2.94 705,478 9,197 1.30 9,025 11,685 (2,660)
Financial Institutions 50,532 (1,882) 3.73 125,848 (699) 0.56 (1,183) (3,990) 2,807
Resources of retail activity (c) 380,254 (2,359) 0.62 386,919 (137) 0.04 (2,222) (2,139) (83)
Wholesale marketable debt securities & other 46,979 (1,927) 4.10 47,170 (343) 0.73 (1,584) (1,592) 8
Subordinated liabilities 10,328 (295) 2.86 9,151 (46) 0.50 (250) (216) (34)
Other funds with cost 74,792 (1,594) 2.13 75,309 (1,354) 1.80 (240) (251) 11
Other funds 55,928 (52) 61,081 (65) 13 13
Average total funds (d) 618,813 (8,109) 1.31 705,478 (2,644) 0.37 (5,465) (8,188) 2,723
Net interest income 10,113 6,553
Customer spread (%) (a-c) 3.29 1.82
Balance sheet spread (%) (b-d) 1.63 0.93

2022 accounting under IFRS4 2021 proforma Chg. in yield/cost
€ million Average
balance
Income or
expense
Rate % Average
balance
Income or
expense
Rate % Total By rate By volume
Financial Institutions 127,350 1,037 0.81 101,029 968 0.96 69 (145) 214
Loans and advances (a) 336,696 6,254 1.86 338,352 5,607 1.66 647 674 (27)
Debt securities 90,593 426 0.47 82,175 254 0.31 172 133 39
Other assets with returns 61,699 1,429 2.32 64,431 1,573 2.44 (144) (81) (63)
Other assets 82,306 88 93,570 19 69 69
Total average assets (b) 698,644 9,234 1.32 679,557 8,421 1.24 813 581 232
Financial Institutions 125,848 (699) 0.56 111,407 (442) 0.40 (257) (176) (81)
Retail customer funds (c) 386,597 (136) 0.04 366,291 (7) (129) (130) 1
Wholesale marketable debt securities &
other
47,170 (343) 0.73 47,764 (194) 0.41 (149) (153) 4
Subordinated liabilities 9,151 (46) 0.50 9,785 (55) 0.57 9 7 2
Other funds with cost 77,106 (1,028) 1.33 79,545 (1,245) 1.57 217 185 32
Other funds 52,772 (66) 64,765 (56) (10) (10)
Total average funds (d) 698,644 (2,318) 0.33 679,557 (1,999) 0.29 (319) (268) (51)
Net interest income 6,916 6,422 493 313 180
Customer spread (%) (c) 1.82 1.66
Balance sheet spread (%) (d) 0.99 0.95

To help readers interpret the information contained in this report, the following aspects should be taken into account:

  • According to applicable accounting standards, income resulting from the application of negative interest rates should be reported in the appropriate income classification. Financial intermediaries on the assets side includes the negative interest on the balances of financial intermediaries held on the liabilities side, the most significant being ECB financing measures (TLTROs and MROs). Conversely, financial intermediaries on the liabilities side shows the negative interest on the balances of financial intermediaries on the assets side. Only the net amount between income and expenses for both line items has economic significance.

  • "Other assets with returns" and "Other funds with cost" relate largely to the Group's life insurance activity. For 2023 and 2023 restated, Net interest income mainly includes the net return on assets under the insurance business maintained to pay ordinary claims, as well as the Group's financial margin for short term savings insurance products. It also includes the net return on assets under the insurance business, albeit it recognises an expense for interest that includes the capitalisation of the new insurance liabilities is recognised at a very similar interest rate as the rate of return of asset acquisition. The difference between this income and the expense is not significant.

  • The balances of all headings except "Other assets" and "Other funds" correspond to balances with returns/cost. "Other assets" and "other funds" incorporate balance items that do not have an impact on the Net interest income and on returns and costs that are not assigned to any other item.

Fees and commissions

Evolution 2023 vs. 2022 restated

The Group's Fee and commission income reached €3,658 million, down 5.1% with respect to 2022.

  • Banking services, securities and other fees includes income on securities transactions, transactions, risk activities, deposit management, payment methods and wholesale banking.

    • Recurring fees and commissions dropped 9.4%, impacted, among other factors, by the elimination of corporate deposit custody fees and lower maintenance fees from current accounts.

    • Fees and commissions from wholesale banking drop 3.6% due to lower activity.

  • Fees and commissions from the sale of insurance products stand at €394 million, down 1.6%, impacted one-offs that offset the positive commercial performance.

  • Fees and commissions from assets under management (mainly investment funds and pension plans) stand at €1,193 million, up 0.7%.

    • Commissions from mutual funds, managed accounts and SICAVs stand at €856 million (+1.9%) due to an increase of average net assets managed partially compensated by lower average commissions due to the change in the product mix (greater weight of fixed rate and monetary funds).

    • Commissions from managing pension plans and other1 stand at €337 million (-2.2%).

Evolution 2022 vs. 2021

The Group's Fee and commission income stand at €4,009 million, versus €3,705 million in 2021, impacted in 2021 by the merger with Bankia.

With respect to 2021 in comparative terms, the Group's Fee and commission income slightly grew (+0.6%).

  • Banking services, securities and other fees includes income on securities transactions, transactions, risk activities, deposit management, payment methods and wholesale banking.

    • Recurring fees and commissions slightly dropped 0.3% in the year. The performance is impacted by the elimination of deposit custody fees, as well as the consolidation of the customer loyalty programmes.

    • Fees and commissions from wholesale banking show a good performance, up 20.5%, as a result of higher activity in the year.

  • Fees and commissions from the sale of insurance products dropped 1.8% when compared to 2021. The year-on-year performance is impacted by the drop of fees and commissions from the sale of insurance products following the effective control of Bankia Vida and positively affected by the accrual of the 10-year phased in income associated with the renegotiation of the agreement to distribute non-life insurance entered with SegurCaixa Adeslas in the last quarter of 2021.

  • Fees and commissions from managing long term savings products (investment funds, pensions plans and unit linked) stand at €1,383 million, down 0.6%, impacted by the performance of the market.

    • Commissions from mutual funds, managed accounts and SICAVs and Commissions from managing pension plans dropped 2.4% and 4.6% in the year, due to managing lower asset volumes as a consequence of the performance of markets in 2022 and lower success fees with respect to 2021.

    • Unit link fees and commissions grew to €233 million, +13.0% on the same period of 2021, driven by the positive net subscriptions that compensate the negative performance of the market.

Pro
forma
In millions of euros 2023 2022
Restated
2022 2021 2021
Banking services, securities and other
fees
2,070 2,269 2,254 2,036 2,217
Recurring 1,830 2,020 2,005 1,836 2,010
Wholesale banking 240 249 249 200 207
Sale of insurance products 394 401 373 337 379
Assets under management 1,193 1,185 1,383 1,332 1,391
Mutual funds, managed accounts and
SICAVs
856 840 840 817 860
Managing pension plans and other1 337 345 310 309 325
Unit Linked and other2 233 206 206
Net fee and commission income 3,658 3,855 4,009 3,705 3,987

1 Under IFRS 17/9, Other mainly corresponds to fee and commission income from Unit Linked of BPI Vida e Pensões, which given their low-risk component are governed by IFRS 9 and have not been reclassified to Insurance service result (€28 million in 2023).

2Under IFRS 4, it includes income corresponding to unit linked and Flexible Investment Life Annuity (the managed part).

Income from equity investments

Evolution 2023 vs. 2022 restated

  • Dividend income amounted (€163 million) includes the dividend from Telefónica for €61 million (€69 million in 2022) and the dividend from BFA for €73 million (€87 million in 2022).

  • Attributable profit of entities accounted for using the equity method stands at €81 million. Its good performance (+26.4%) is due to, among other factors, the profit registered by SegurCaixa Adeslas, arising from the revaluation of the stake held in IMQ after the participation increase.

Evolution 2022 vs. 2021

Dividend income (€163 million) includes the dividends from Telefónica for €69 million and BFA for €87 million, respectively.

Attributable profit of entities accounted for using the equity method stands at €264 million. Down 39.5% year-on-year with respect to 2021 in proforma terms, impacted among others by changes in the perimeter. In 2022 there are no results attributed from Erste Group Bank (attributed for 9 months in 2021 until its divestment) nor from Bankia Vida, versus the recognition of results throughout 2021 up to its effective control at the end of 2021.

Pro
forma
In millions of euros 2023 2022
Restated
2022 2021 2021
Dividend income 163 163 163 192 192
Share of profit/(loss) of entities
accounted for using the equity method
281 222 264 425 436
Income from equity investments 444 385 427 616 628

Gains on financial assets

Evolution 2023 vs. 2022 restated

Trading income stands at €235 million in 2023 versus €328 million in 2022 (- 28.3%).

Evolution 2022 vs. 2021

Trading income stands at €338 million in 2022 versus €230 million in the previous year, in comparative proforma terms.

Accounting
In millions of euros 2023 2022
Restated
2022 2021 2021
Trading income 235 328 338 220 230

Income and expense under insurance or reinsurance contracts

Evolution 2022 vs. 2021

The income and expense under insurance or reinsurance contracts stands at €866 million, showing a year-on-year growth of 33.1% with respect to 2021 in proforma terms, impacted by the organic growth and the consolidation of Bankia Vida. Comparing Insurance service result is not required.

Accounting Pro forma
In millions of euros 2022 2021 2021
Income and expenses under insurance and reinsurance
contracts
866 651 651

Insurance service result

Evolution 2023 vs. 2022

Accounting Pro forma
In millions of euros 2023 2022 2021 2021
Contributions and levies (1,022) (587) (596) (596)
Other real estate operating income and
expense (including Spanish property
(57) (70) (56) (64)
tax in Q1)
Other
(259) (306) (242) (274)
Other operating income and expense (1,337) (963) (893) (934)

Insurance service result stands at €1,118 million. Its year-on-year performance (+8.0%) is due to the growth of the risk business by 18.4%, mainly due to a sustained higher portfolio volume and a lower claim rate, and the good performance of the savings business (+30.3%), due to the higher volumes in an environment of high interest rates.

In millions of euros 2023 2022
Risk business 698 590
Savings business 320 245
Unit linked business 100 100
Insurance service result 1,118 935

Other operating income and expense

Evolution 2023 vs. 2022

The income and expense under insurance or reinsurance contracts includes, among other items, income and expenses at non-real estate subsidiaries, income from rentals and expenses incurred in managing foreclosed properties and contributions, levies and taxes, where the following stands out:

  • Banking tax for €373 million and Spanish property tax for €22 million (stable with respect to 2022). Contribution to the Portuguese banking sector for €22 million (€21 million in 2022).

  • Contribution to the SRF1 of €169 million (€159 million in 2022).

  • Recording of the Deposit Guarantee Fund (DGF) of €419 million (€407 million in 2022). In addition BPI recognised in the income statement €39 million2 corresponding to the cancellation of an irrevocable payment commitment associated with past contributions to the Deposit Guarantee Fund of Portugal. Collateral had been provided for this irrevocable payment commitment unit it as released.

1 Including BPI's contribution to the Portuguese Resolution Fund of €5 million in 202 (€9 million in 2022). 2 Non-material impact on capital adequacy, due to BPI having deducted already the irrevocable payment commitment for the same amount.

Evolution 2022 vs. 2021

  • The income and expense under insurance or reinsurance contracts includes, among other items, income and expenses at non-real estate subsidiaries, income from rentals and expenses incurred in managing foreclosed properties and banking contributions, levies and taxes, where the following stands out:

    • Spanish property tax for €22 million (€19 million with respect to 2021 in proforma terms). Contribution to the Portuguese banking sector for €21 million (€19 million with respect to 2021 in proforma terms).

    • Contribution to the SRF1 of €159 million (€181 million with respect to 2021 in comparative proforma terms).

    • Contribution to the Deposit Guarantee Fund (DGF) of €407 million (€396 with respect to 2021 in proforma terms).

Administration expenses and depreciation and amortisation

Evolution 2023 vs. 2022 restated

Recurring administrative expenses, depreciation and amortisation stood at €-5,812 million, up 5.2%, in line with the roadmap, with a significant improvement in operational efficiency, which translates into a cost-to-income ratio at all-time lows (40.9%).

  • Personnel expenses increased by 4.7%. General expenses grow 6.1% due to the impact of transformation projects and the inflationary pressure. The increase of depreciation and amortisation (+6.0%) is associated mainly with the effort to invest in projects to transform the entity.

  • The extraordinary expenses of 2023 are mainly associated with the integration of Sa Nostra.

Evolution 2022 vs. 2021

With respect to 2021 in comparative proforma terms:

  • Year-on-year drop in Recurring administrative expenses, depreciation and amortisation of 5.6% supported by the synergies associated with Bankia's integration.

  • Personnel expenses (-8.1%) mainly shows the savings after the departure of employees within the framework of the labour agreement. General expenses (-5.9%) include the capture of synergies. The increase of depreciation and amortisation (+8.9%) is associated mainly with investment projects and the amortisation of intangible assets related to the acquisition of Bankia Vida.

  • Extraordinary expenses in the year stand at €-50 million and include in the second quarter of 2022 the recognition of €-29 million related to the penalty for early termination of the alliance and acquisition of the stake in Sa Nostra Vida, following formalisation and takeover of Sa Nostra on 31 December 2022.

Accounting Pro
forma
In millions of euros 2023 2022
Restated
2022 2021 2021
Gross income 14,231 11,093 11,594 10,274 10,985
Personnel expenses (3,516) (3,360) (3,649) (3,697) (3,972)
General expenses (1,522) (1,435) (1,564) (1,538) (1,661)
Depreciation and amortisation (774) (730) (807) (695) (741)
Recurring administrative expenses,
depreciation and amortisation
(5,812) (5,525) (6,020) (5,930) (6,374)
Extraordinary expenses (9) (50) (50) (2,119) (1)

Allowances for insolvency risk and other charges to provisions

Evolution 2023 vs. 2022

Allowances for insolvency risk amounted to €-1,097 million, versus €-982 million in 2022 (+11.7%), enabling high risk coverage levels via provisions.

The provision models have been calibrated with forward-looking macroeconomic scenarios under the IFRS 9 accounting standard. The half-yearly recalibration process of models, together with the coverage of other risks has resulted in assigning collective provisions at a specific level, without therefore changing the overall coverage level.

At 31 December 2023, the Group keeps a collective provision fund for €642, which involves a drop of €495 million with respect to 31 December 2022 million.

The cost of risk (last 12 months) came to 0.28%.

  • Other provisions shows mainly the coverage of future contingencies and impairment of other assets. The increase to €-248 million versus €-130 million in the previous year is impacted by various aspects, among of which the following stand out:

    • Throughout 2023 and with respect to 2022 there has been a lower use of provisions established in 2021 to cover asset write-downs from the plan to restructure the commercial network (€30 million in 2023 versus €63 million in 2022). When the expense materialises, it is recognised mostly in "Gains/(losses) on disposal of assets".

    • Recognition of €-31 million following the award estimated from Mapfre's claim in the arbitration procedure initiated after ending the bancassurance partnership between Mapfre and Bankia.

    • Provisions for contingent commitments within the framework of the halfyearly recalibration of the internal risk models.

Extraordinary disposals recorded in 2022.

Evolution 2022 vs. 2021

Allowances for insolvency risk amounted to €-982 million, versus €-961 million in the same period of 2021 (+2.3% with respect to the 2021 proforma value).

In view of the uncertainty involved in estimating these scenarios, the Group keeps a collective provision fund for €1,137 million at 31 December 2022.

The cost of risk (last 12 months) came to 0.25%.

Other charges to provisions includes in 2022 includes the one-off release of provisions for liabilities, which are no longer deemed necessary. It also includes the use of provisions for liabilities established in 2021 for €63 million to cover asset write-downs from the plan to restructure the commercial network.

Accounting Pro
forma
In millions of euros 2023 2022 2021 2021
Allowances for insolvency risk (1,097) (982) (838) (961)
Other charges to provisions (248) (130) (478) (407)
Allowances for insolvency risk and other charges to
provisions
(1,345) (1,112) (1,315) (1,368)

Gains/(losses) on disposal of assets and others

Evolution 2023 vs. 2022

Gains/(losses) on disposal of assets and others includes, essentially, the proceeds on asset sales and write-downs.

The item "Other" includes in 2023, among other aspects, asset write-downs, including intangible write-downs and the materialisation of asset-write downs within the framework of the plan to restructure the commercial network mentioned in "Other charges to provisions".

Evolution 2022 vs. 2021

Gains/(losses) on disposal of assets and others includes, essentially, the proceeds on asset sales and write-downs.

The real estate results includes the materialisation of a positive result of €101 million before tax from the sale of the property located at Paseo Castellana 51 in Madrid, as well as impairments of the real estate portfolio with conservative criteria.

The item Other includes in 2022 the materialisation of asset write-downs within the framework of the aforementioned plan to restructure the commercial network.

The year 2021 is impacted by the recognition of the negative consolidation difference generated in the business combination for €4,300 million (eliminated in comparative proforma terms), as well as higher results from real estate sales and the gains on the sale of the stake in Erste.

Pro
forma
In millions of euros 2023 2022 2021 2021
Extraordinary expenses Bankia integration 4,464
Real estate results 8 55 23 13
Other (149) (142) (82) (95)
Gains/(losses) on disposal of assets and others (141) (87) 4,405 (82)

Business performance

The Group's total assets reached €607,167 million on 31 December 2023, up 1.4%.

CaixaBan
k
Breakdown by Business CaixaBank
In millions of euros 31/12/23 Banking
and
BPI Corporate
Center
31/12/22
Restated 1
31/12/21
Total assets 607,167 Insurance
562,423
38,524 6,220 598,850 680,036
Liabilities 570,828 533,566 36,105 1,157 565,142 644,611
Equity 36,339 28,857 2,419 5,063 33,708 35,425
Total equity assigned 100% 79% 7% 14% 100% 100%

The allocation of capital to BPI is at sub-consolidated level, i.e. taking into account the subsidiary's own funds. The capital consumed in BPI by the investees allocated to the investment business is allocated consistently to the business. The difference between the Group's total shareholders' equity and the capital assigned to the other businesses is

attributed to the banking and insurance business, which includes the Group's corporate centre.

1 Balance sheet provided for comparison purposes after applying IFRS 17 / IFRS 9.

IFRS 17 and IFRS 9 Restatement

To facilitate comparability, a summary of the balance sheet totals at 31 December 2022 under IFRS 4 is provided, with the adjustments associated with the application of IFRS 17 and IFRS 9.

CaixaBank
In millions of euros Reported IFRS 4 IFRS 17/9
adjustments
IFRS 17/9
Active 592,234 6,616 598,850
Liabilities 557,972 7,170 565,142
Equity 34,263 (555) 33,708
Banking and BPI Corporate centre
In millions of euros IFRS 4 Settings IFRS 17/9 insurance
IFRS 4
Settings IFRS 17/9 IFRS 4 Settings IFRS 17/9
Active 548,046 7,042 555,088 38,795 9 38,804 5,394 (435) 4,959
Liabilities 520,274 7,161 527,435 36,340 9 36,349 1,358 0 1,358
Equity 27,740 (119) 27,621 2,455 0 2,455 4,036 (435) 3,600

Loans and advances to customers

Loans and advances to customers stood at €354,098 million gross (-2.0%).

Changes by segment include:

  • Loans for home purchases contracts 4.7% in the year marked by the portfolio's repayments, as well as lower mortgage demand with respect to the previous year, in a scenario of rate hikes.

  • Loans for other purposes contracted 3.3%.

  • Consumer lending grows 1.9% thanks to production levels that compensate the portfolio's maturities.

  • Financing for companies, which is the main growth vector of the lending portfolio, performed well, up 2.1% in the year.

  • Loans to the public sector were marked by one-off transactions (-12%).

CaixaBank Breakdown by Business CaixaBank
In millions of euros 31/12/23 Banking
and
BPI 31/12/22
Restated
31/12/21
Loans to individuals 175,807 Insurance
159,567
16,240 183,867 184,752
Home purchases1 133,270 118,712 14,557 139,863 139,792
Other1 42,538 40,855 1,683 44,004 44,959
Loans to business1 160,018 148,171 11,847 156,693 147,419
Public Sector1 18,273 16,397 1,876 20,763 20,780
Loans and advances to
customers, gross2
354,098 324,135 29,963 361,323 352,951
Provisions for insolvency (7,339) (6,806) (533) (7,408) (8,265)
risk
Loans and advances to
customers, net
346,759 317,329 29,430 353,915 344,686
Contingent liabilities 29,910 27,739 2,171 29,876 27,209

1 Following an in-depth analysis of the loan book, the specific segmentation and allocation of certain non-inventoried items have been improved, resulting in reclassifications mainly from Business to Individuals (home purchases and consumer lending). The figures for 2022 have been restated for comparison purposes. The figures for 2021 with this same criterion are not available.

2 See "Reconciliation of activity indicators using management criteria" in "Glossary and Group structure - Financial Information".

Customer funds

Customer funds reached €630,330 million on 31 December 2023, up 3.1%.

On balance sheet funds stood at €463,323 million (up 1.2% in the year, mainly due to a good performance of savings insurance.

  • Demand deposits amounted to €330,799 million (-8.1%). This performance is due to the market conditions, which favours the transfer to time deposits, insurance and mutual funds, among others.

  • Term deposits totalled €54,708 million (+109.4%).

  • Growth of liabilities under insurance contracts to €74,538 million (+8.0% in the year), due to better market conditions. Positive performance of unit linked in the year (+9.1%), favoured by the performance of the markets.

Assets under management stand at €160,827 million (+8.7%) due to the performance of the markets and a relevant volume of subscriptions.

  • The assets managed in mutual funds, managed accounts and SICAVs stood at €114,821 million (+9.7%) due to the good performance of the markets and positive inflows.

  • Pension plans reached €46,006 million, up 6.2% in the year, following the positive performance of the market.

The change in Other accounts (+7.9% in the year) due to the change in temporary funds associated with transfers and collections.

CaixaBank Breakdown by Business CaixaBank
In millions of euros 31/12/23 Banking
and
Insurance
BPI 31/12/22
Restated
31/12/21
Customer deposits 385,507 356,465 29,042 386,017 384,270
Demand deposits 330,799 315,098 15,701 359,896 350,449
Time deposits1 54,708 41,366 13,341 26,122 33,821
Insurance contract liabilities2 74,538 74,538 68,986 67,376
of which: Unit Linked and other3 19,980 19,980 18,310 19,366
Reverse repurchase agreement
and other
3,278 3,196 82 2,631 3,322
On-balance sheet funds 463,323 434,199 29,124 457,634 454,968
Mutual funds, managed
accounts and SICAVs
114,821 110,326 4,496 104,626 110,089
Pension plans 46,006 46,006 43,312 47,930
Assets under management 160,827 156,332 4,496 147,938 158,020
Other accounts 6,179 6,100 79 5,728 6,983
Total customer funds4 630,330 596,631 33,699 611,300 619,971

1 Includes retail debt securities amounting to €1,433 million at 31 December 2023 (€1,309 million at 31 December 2022 and €1,384 million at 31 December 2021).

2 Excluding the financial component's correction as a result of updating the liabilities in accordance with IFRS 17, with the exception of unit linked and Flexible Investment Life Annuity products (the part managed). Under IFRS 4, it excludes the impact of the change in value of associated financial assets associated with IFRS4, with the aforementioned products.

3 Includes the financial component's correction as a result of updating the liabilities in accordance with IFRS 17, corresponding to unit linked and Flexible Investment Life Annuity products (the part managed). Under IFRS 4, it includes the technical provisions corresponding to the aforementioned products.

4 See "Reconciliation of activity indicators using management criteria" in "Glossary and Group structure - Financial Information".

Risk management

Non-performing loans1 stand at €10,516 million, down €175 million with respect to 31 December 2022, following the good trend in asset quality indicators and the active management of arrears.

The NPL ratio remains stable at 2.7% (2.7% on 31 December 2022).

Provisions on insolvency risk1 at the end of 2023 stood at €7,665 million and the coverage ratio at 73% (€7,867 million and 74% at 31 December 2022, respectively).

> NPL RATION BY SEGMENT2

CaixaBank Breakdown by Business CaixaBank
In millions of euros 31/12/23 Banking
and
BPI 31/12/22 31/12/21
Loans to individuals 3.1% Insurance
3.2%
1.6% 3.0% 4.2%
Home purchases 2.6% 2.8% 1.1% 2.4% 3.6%
Other 4.5% 4.5% 5.6% 4.9% 6.4%
Loans to business 2.9% 2.9% 2.4% 3.0% 3.5%
Public sector 0.1% 0.1% 0.0 0.1% 0.3%
NPL Ratio (loans and
contingent liabilities)1
2.7% 2.8% 1.7% 2.7% 3.6%
NPL coverage ratio1 73% 71% 98% 74% 63%

1 Calculations include contingent liabilities and loans.

2 Following an in-depth analysis of the loan book, the specific segmentation and allocation of certain non-inventoried items have been improved, resulting in reclassifications mainly from Business to Individuals (home purchases and consumer lending). The NPL ratios of 2022 have been restated, albeit the data published on 21/12/2021 are maintained due to not having information. The impact on the NPL ratios by segment is immaterial.

Liquidity and financing structure

Total liquid assets amounted to €160,204 million at 31 December 2023, up €21,193 million in the year, mainly due to balance sheet liquidity generation, the positive evolution of the commercial gap and a higher volume of new issuances than maturities.

With regard to the balance drawn under the ECB facility at 31 December 2023, there is no outstanding financing following the early TLTRO III2 repayment.

The Group's Liquidity Coverage Ratio (LCR) at 31 December 2023 was 215%, showing an ample liquidity position (203% LCR average last 12 months) clear of the minimum requirement of 100%.

The Net Stable Funding Ratio (NSFR) stood at 143% at 31 December 2023, above the 100% regulatory minimum requirement.

Solid retail financing structure with a loan-to-deposit ratio of 89%.

Wholesale funding2 amounted to €56,227 million, diversified by investments, instruments and maturities.

The public sector and mortgage covered bond issuance capacity of CaixaBank, S.A. reached €48,065 million at 31 December 2023.

In millions of euros / % 31/12/23 31/12/22 31/12/21
Total liquid assets 160,204 139,010 168,349
Available balance under the ECB
facility (non-HQLAs)
58,820 43,947 1,059
High Quality Liquid Assets (HQLAs) 101,384 95,063 167,290
Institutional financing for the
purpose of managing bank liquidity
56,227 53,182 54,100
Loan to deposits 89% 91% 89%
Liquidity coverage ratio 215% 194% 336%
Liquidity Coverage Ratio (last 12
months)
203% 291% 320%
Net Stable Funding Ratio (NSFR) 144% 142% 154%

1 In 2023 a TLTRO III balance of €15,620 million was repaid, of which €7,143 million correspond to ordinary repayments and €8,477 million early repayments.

2 Wholesale funding for the purpose of managing ALCO's bank liquidity.

> INFORMATION ON ISSUANCES IN 2023

In millions of euros

Issue Amount Issue date Maturity Cost1 Demand
Senior non-preferred debt2, 3 USD 1,250 18/1/2023 6 years 6.208% (UST + 2.50%) USD 3,400
Tier 2 subordinated debt2, 4 £500 25/1/2023 10 years and
9 months
6.970% (UKT + 3.70%) £1,300
Additional Tier1 2 €750 13/3/2023 Perpetual 8.25% (mid-swap + 5.142%) €2,500
Senior non-preferred debt2 €1,000 16/5/2023 4 years 4.689% (mid-swap + 1.50%) €1,750
Tier 2 subordinated debt2 €1,000 30/5/2023 11 years 6.138% (mid-swap + 3.00%) €2,400
Mortgage covered bond €100 15/6/2023 3 years and 7
months
3.471% (mid-swap + 0.245%) Private placement
Mortgage covered bond €100 23/6/2023 12 years and
9 months
3.732% (mid-swap + 0.64%) Private
placement
Covered Bond -BPI €500 4/7/2023 5 years 3.749% (mid-swap + 0.58%) €700
Senior non-preferred debt 2 €1,000 19/7/2023 6 years 5.097% (mid-swap + 1.65%) €2,750
Senior non-preferred debt2 €500 19/7/2023 11 years 5.202% (mid-swap + 1.95%) €800
Covered Bond -BPI €250 23/8/2023 4 years and
10 months
3.93% (mid-swap + 0.58%) Private
placement
Senior debt preferred €1,250 6/9/2023 7 years 4.311% (mid-swap + 1.20%) €3,100
Senior non-preferred debt 2, 5 USD 1,000 13/9/2023 4 years 6.684% (UST + 1.95%) USD 1,950
Senior non-preferred debt 2, 5 USD 1,000 13/9/2023 11 years 6.840% (UST + 2.55%) USD 2,350
Senior debt preferred €1,000 29/11/2023 10 years 4.487% (mid-swap + 1.45%) €3,500

1 Meaning the yield on the issuance.

2 Callable issue, with early redemption option exercisable prior to maturity date.

3 Equivalent amount in euros on the execution date: 1,166 million.

4 Equivalent amount in euros on the execution date: 564 million.

5 Equivalent amount in euros on the execution date: 931 million.

On 16 January 2024, CaixaBank completed an issuance of preferential shares eventually convertible into newly-issue shares that qualify as Additional Tier 1 (AT1) capital for €750 million. The remuneration, which is discretionary and subject to certain conditions, was set at 7.5% per annum, payable quarterly. The preference shares are perpetual. However, they may be redeemed in certain circumstances at the discretion of CaixaBank as of 16 January 2030. The issue was combined with a simultaneous repurchase exercise of the €1,000 million preference shares issued on 13 June 2017, resulting in a repurchased nominal amount of €605 million being redeemed, with no significant impact on profit or loss.

On 9 February 2024, CaixaBank issued €1,250 million in non-preferred senior debt in green format with a maturity of 8 years and a fixed annual interest rate of 4.125%.

> COLLATERALISATION OF MORTGAGE COVERED BONDS OF CAIXABANK, S.A.

In millions of euros / % 31/12/23 31/12/22 31/12/21
Mortgage covered bonds issued to 56,840 59,571 67,661
Total coverage (loans + liquidity buffer)1 b 103,418 107,778 140,107
Collateralisation b/a 182% 181% 207%
Overcollateralisation b/a -1 82% 81% 107%
Mortgage covered bond issuance capacity2 41,654 43,075 16,755

1 At 31 December 2023, liquid assets were segregated in the total coverage.

2 There is also the capacity to issue €6,411 million in regional public sector covered bonds. The liquid assets segregated in the liquidity buffer, if any, are not included in the calculation of the issuance capacity.

Capital management

The Common Equity Tier 1 (CET1) ratio is 12.4%, considering the extraordinary impact from the first application of IFRS 17 (-20 basis points) and the Share buyback initiated in September (€500 million, -23 basis points).

  • The organic change in the year was +203 basis points, -146 basis points caused by the proposed dividend charged to this year (payout 60%) and AT1 coupon payment and an additional -24 basis points by the performance of the markets and other factors. The impact of IFRS 9 phase in was +2 basis points at 31 December 2023.

  • The internal target for the CET1 capital adequacy ratio is between 11.5% and 12% (excluding the transitional IFRS9 adjustments), which implies a margin of between 300 and 350 basis points in relation to the SREP requirements.

The Tier 1 ratio reached 14.4%. After 31 December 2023, an issuance of preferential shares for €750 million was completed and €605 million from a previous issue of preferential shares were repurchased. The proforma Tier 1 ratio after these two issuances stood at 14.4%.

The Total Capital ratio stood at 17.1%.

The leverage ratio stands at 5.8%.

As at 31 December, the subordinated MREL ratio stood at 23.3% and the total MREL ratio was 26.8%.

Similarly, CaixaBank is subject to minimum capital requirements on a nonconsolidated basis. The CET1 ratio in this perimeter reached 12.1%.

Likewise, BPI also complies with its minimum capital requirements. The company's capital ratios at a sub-consolidated level areas follows: CET1 of 14.1%, Tier1 of 15.5% and Total Capital of 17.9%.

For the purposes of regulatory requirements, the Group's domestic systemic risk buffer for 2023 stands at 0.50%. The countercyclical buffer is estimated at 0.10% for December 2023, considering the buffer's update in certain countries where CaixaBank has credit exposure.

Accordingly, the capital requirements for 2023 are as follows:

Total relating to
Pillar 1
relating to
Pillar 2R
relating to
buffers
CET1 8.53% 4.50% 0.93% 3.10%
Tier 1 10.34% 6.00% 1.24% 3.10%
Total Capital 12.75% 8.00% 1.65% 3.10%

1 On 3 January 2024, CaixaBank reached the aforementioned maximum planned investment with the acquisition of a total of 129,404,256 treasury shares, representing 1.72% of the share capital. As at 31 December 2023, CaixaBank has acquired 127,963,079 shares for €494,505,534, equivalent to 98.9% of the maximum monetary amount.

At 31 December, CaixaBank has a margin of 387 basis points, equating to €8,837 million, until the Group's MDA trigger.

In relation to the MREL requirement, in March 2023, the Bank of Spain informed CaixaBank of the minimum requirements for Total and Subordinated MREL that it must meet at the consolidated level:

Requirement in % RWAs
(including current RBC)
Requirement in % LRE
2022 2024 2022 2024
Total MREL 22.43% 24.31% 6.09% 6.19%
Subordinated MREL 16.60% 18.47% 6.09% 6.19%

The Group's level of capital adequacy confirms that the applicable requirements would not lead to any automatic restrictions according to the capital adequacy regulations, regarding the distribution of dividends, variable remuneration, and the interests of holders of Additional Tier 1 capital securities.

In millions of euros / % 31.12.231 31.12.221 31.12.211
Common Equity Tier 1 (CET1) 12.4% 12.8% 13.1%
Tier 1 14.4% 14.8% 15.5%
Total capital 17.1% 17.3% 17.9%
MREL 26.8% 25.9% 25.7%
Risk weighted assets (RWAs) 228,428 215,103 215,651
Leverage ratio 5.8% 5.6% 5.3%

Information corresponding to the consolidated financial statements formulated.

1

Ratings

Issuer Rating
Agency Long Term Short Term Outlook Senior Preferred
Debt
Last review date Mortgage covered
bonds
Last review date
mortgage covered
bonds
S&P Global A- A-2 Stable A- 25 Apr. 2023 AA+ 26 Jun. 2023
Fitch Ratings BBB+ F2 Stable A- 13 Jun. 2023 - -
Moody's Baa1 P-2 Stable Baa1 06 Jun. 2023 Aa1 14 Apr. 2023
DBRS A R-1 (low) Stable A 14 Mar. 2023 AAA 12 Jan. 2024

Shareholder returns

On 12 April 2023, the company paid its shareholders an ordinary dividend of €0.2306 per share charged to the profits from 2022, as approved by the CaixaBank Ordinary General Shareholders' Meeting held on 31 March. This total dividend distribution amounted to €1,730 million and is equivalent to 55%,of the consolidated net profit of 2022. In addition, a share buy-back programme was completed between May and December 2022 for an amount of €1.8 billion.

After receiving the regulatory approval, the Board also agreed on September to approve and initiate an open-market share buy-back programme for a maximum amount of €500 million, with the aim of reducing the share capital by means of their redemption (See Other Relevant Information of 18,September 2023). On 3 January 2024, CaixaBank reached the maximum planned investment with the acquisition of a total of 129,404,256 treasury shares, representing 1.72% of the share capital. In order to comply with the Programme's purpose, the reduction of CaixaBank, S.A.' s share capital by €500 million, through the redemption of the 129,404,256 treasury shares acquired, is to be submitted for approval at the Annual General Meeting to be held in 2024.

The Board of Directors has agreed, on 1 February 2024, to propose the distribution of a cash dividend of 0.39191 euros, gross, per share to the Ordinary Annual General Meeting, to be convened in February 2023, to be paid out of 2023 profits, which represents a payout of 60%, during the month of April 2024. In the same meeting, the Board of Directors approved the dividend plan for 2024, which consists of a cash distribution of between 50% and 60% of consolidated net profit, to be paid in two cash payments: an interim dividend to be paid during November 2024, amounting to between 30% and 40% of the consolidated net profit for the first half of 2024; and a final dividend to be paid in April 2025, subject to final approval by the General Meeting of Shareholders.

Additionally, it is also CaixaBank's intention, after obtaining the relevant regulatory approval, to implement a new share buyback during the first half of 2024, aimed at bringing the CET1 surplus close to 12% at the end of 2023. Specific details of the share buy-back, including the maximum investment, will be disclosed once the regulatory approval is obtained.

* For information on the main stock market ratios, see section "Corporate governance".

1 The DPS of gross €0.3919 per share is the quotient between: (i) 60% of the consolidated net profit 2023 (payout that the Board of Directors will propose to the Annual General Meeting) and (ii) the total number of shares less the number of shares bought back within the share buy-back program initiated in September 2023.

Dialogue with shareholders and investors

CaixaBank works to live up to the trust that shareholders and investors have placed in the bank and, to the extent possible, meet their needs and expectations. To do this, it seeks to offer tools and channels to facilitate their involvement and communication with the Group, as well as their ability to exercise their rights.

It is essential to provide clear, complete and truthful information to markets and shareholders, including financial and non-financial aspects of the business, and to promote informed participation in the General Shareholders' Meetings.

Customised support is provided through the Shareholder Service and the Institutional and Analyst Investor Services, in accordance with the Policy on Information, Communication and Contact with Shareholders, Institutional Investors and Voting Advisers.

CaixaBank received the Fifth Manuel Olivencia Award for Good Corporate Governance, which distinguishes the best practices of governance of companies listed in Spain.

Its policy of relations with shareholders and other stakeholders, the disclosure and detail of its competency matrix, the diversity in the composition of its board of directors and the remuneration policy its directors, among other aspects, have been particularly rated.

CaixaBank develops different training and information initiatives for shareholders and its voice is also reflected through annual opinion surveys (Global Reputation and Materiality Study Index, among others). Shareholder information is structured through the monthly newsletter and corporate event emails (with a scope of 223,129 shareholders), SMS alerts or other subscription materials available on the corporate website.

Shareholders

Shareholders 2023 General Shareholders' Meeting (GSM2023)

The GSM2023, on second call, was held on 31 March 2023. Considering the relevance of holding the Annual General Meeting for the regular functioning of CaixaBank, in the interests of the company and in protection of its shareholders, customers, employees and investors in general, and with the aim of guaranteeing the exercise of the rights and equal treatment of shareholders, the Board of Directors agreed to enable telematically the attendance in the GSM2023.

76.6% 92.0%

  • → Quorum of total share capital
  • → Of average approval at the Annual General Meeting of 31 March 2023

Shareholder Advisory Committee

Non-binding advisory body created to learn first-hand about the assessment of initiatives aimed at the shareholder base, and contribute to the continuous improvement of communication and transparency.

Corporate meetings

CaixaBank's management sessions explain results and other relevant corporate information to shareholders first-hand.

Shareholder service

(telephone, email and video call)

In addition, specific courses are conducted, and financial education materials are prepared for shareholders.

See section "Financial culture"

Investors and analysts

Roadshows, talks and other meetings with institutional investors

Analyst coverage

266

→ Analysts' reports published on CaixaBank, including sector reports with analysis of CaixaBank

09. Society

  • Financial inclusion [PAGE 391]

    • Local accessible banking [PAGE 39 2 ]

    • Products and services for vulnerable groups [PAGE 39 8 ]

    • MicroBank [PAGE 399 ]

    • Assistance to the senior group [PAGE 40 7 ]

    • Social impact through the issuance of social bonds [PAGE 41 1 ]

    • Financial culture [PAGE 41 4 ]

    • An active support policy for housing problems [PAG 42 0 ]

  • Social action [PAGE 42 2 ]

    • Social action [PAGE 42 2 ]

    • CaixaBank Volunteering [PAGE 42 8 ]

    • BPI's social commitment [PAGE 429 ]

  • Supplier and Procurement Management [PAGE 43 1 ]

  • Dialogue with society [PAGE 43 6]

Financial inclusion

Financial inclusion is a key factor in reducing poverty and promoting shared prosperity. Promoting financial inclusion is in CaixaBank's DNA and is one of its priority lines of action within the third strategic line (2022-2024 SP) "Being the European benchmark in sustainability"

CaixaBank promotes inclusion from the following perspectives:

Accessibility and capillarity

Providing access to all products and services to all people, with the aim of helping in their financial inclusion. In this regard, CaixaBank works towards eliminating the physical and sensory barriers aimed at including people with functional limitations and also to avoid financial exclusion, covering a large part of the country's municipalities and maintaining their presence in rural areas.

Design of products and services aimed at reducing inequalities and fostering entrepreneurship

Design and offer financial services and products to meet the specific needs of the most vulnerable social entities and groups. Including specific products for groups with limited resources and adapting the service to the Senior group's needs.

It also includes support for entrepreneurs, SMEs and vulnerable families through MicroBank's activity.

Financial culture

Providing financial and digital knowledge to empower the population and encourage decisions that improve their well-being.

In its support to education, CaixaBank has specific programmes for each group, including financial knowledge courses for vulnerable groups, courses aimed at reducing the digital divide and the creation of quality, free content broadcasted via the Group's different channels.

It also supports higher education and vocational training programmes and collaborates in various initiatives with educational systems.

Social impact through the issuance of social bonds

Raise funds through the issuance of social bonds, directing them towards projects that promote social cohesion and development.

The Business Division, represented in the Management Committee, is responsible for reviewing the procedures and supervising the policies in order to promote financial inclusion in all the products and services and the Bank.

Local accessible banking

Management Report

Accessibility

2023 Consolidated

CaixaBank aspires to become the bank of reference and choice of diversity people, in line with the Company's values. To that end, it has been working for years on different projects to create an accessible omnichannel experience, eliminating any physical or sensory barriers.

CaixaBank uses a broad definition of accessibility, which means not just offering the greatest range possible of channels for accessing its products and services, but also striving to ensure that these channels can be used by as many people as possible. CaixaBank therefore works to adapt its products, services and distribution channels to all people with different abilities (physical, mental, intellectual or sensory).

> PRINCIPLES IN THE DESIGN OF PRODUCTS AND SERVICES

Perceivable Operable

That the content can be perceived
by different senses.

That it can be used with the usual
peripherals or with specialised
support products.
Understandable Robust

That the content is easy to
understand, and avoids or helps
solve mistakes.

Technology, the content can be
used with different devices.

The CaixaBank Group has a fully accessible corporate design system.

They are the technological bases that will significantly enhance the accessibility of the products and services that are marketed through any of the channels with which the Bank operates.

CaixaBank goes one step further in bringing down physical or sensory barriers in its products, services and channels, and is committed to creating specific products to meet the needs of certain groups:

Braille Card

In 2022, CaixaBank launched a financial card with the Braille system, developed in collaboration with ONCE, which makes it easier for visually impaired people to have total autonomy when making purchases in all types of channels, whether physical or online.

POS terminals for people with visual impairment

In 2023, CaixaBank, together with ONCE, has improved the accessibility of POS terminals for people with visual impairment. This new feature allows activating "Accessible Mode" on the POS terminal, which says the amount to be paid aloud.

Directive (EU) 2019/882 of the European Parliament and of the Council of April 17 on accessibility requirements for products and services on accessibility, was transposed in Spain in 2023 through Law 11/2023 of 8 May. This new standard will increase the requirements from companies in this area.

The new standard aims to make all products and services available to European citizens accessible, regardless of individual circumstances. In this regard, the directive stipulates that from 2025 all products and services launched on the market must comply with the Directive. From 2030 onwards, all products and services must be adapted to accessibility requirements. In this regard, CaixaBank prepared an action plan to ensure compliance with the new standard.

CaixaBank has a plan to guarantee the accessibility of all its products and services.

> OUR ACTION PLAN

01 Global Vision

Centralise accessibility efforts with a unique and expert view that coordinates and enhances its scope and impact on customers and employees, using an omnichannel approach.

02 Methodology

Define or implement an accessibility framework applicable to any type of project in such a way that it facilitates the development of accessible products and services.

02 Communication and training

Carry out communication and training actions on accessibility and the defined framework, to guarantee awareness, knowledge and application by the teams.

04 Monitoring

Continuous monitoring of the accessibility, using an omnichannel approach, that allows identifying room for improvement and prioritising efforts.

Progress of the Plan's implementation in 2023

Progress has been achieved in the Plan's implementation in 3 areas:

  • Resource allocation: the teams have been strengthened by incorporating experts in accessibility and investing in projects aimed at developing accessibility in the different channels (app, website and ATMs). In addition, training courses have been delivered on accessibility to the product development technicians.

  • Current products and services: a detailed analysis of the impact of the new regulations has been carried out to identify opportunities for improvement. The opportunities identified will result in projects carried out over the next few years.

A project office has been created, with the aim of coordinating all efforts with a cross-cutting view and promoting accessibility throughout the Company.

Future products and services: a specific methodology has been defined to ensure that the definition of any digital product incorporates the most stringent accessibility criteria, based on a fully accessible design system. In addition, quality control processes have been established to verify that products and services meet accessibility requirements before they are launched.

Branch accessibility

At CaixaBank branches the idea of "zero level" is applied. This consists in the elimination of the differences in height between the inside of branches and the pavement outside or, if this is not possible, linking the two with ramps or lifts.

89%

→ Accessible branches. 88% in 2022

55

→ Branches where barriers have been removed in 2023. 62 in 2022

42 13
in Spain In Portugal

ATM accessibility

Accessibility at ATMs is based on, among others:

  • Visual facilities: By typing Operation 111, a simplified contrast and operating screen is activated so users can adapt it to their needs, enabling them to view the different operations.

  • Acoustic and tactile facilities: By typing Operation 222 and connecting headphones to the jack connection, you can enjoy a full guide of operations. The ATMs feature a digitally generated Avatar that helps deaf people understand the operation shown on the customer's screen. In addition, the inputs, outputs and keyboard have Braille.

100%

→ Accessible ATMs.

  • Motor facilities: The main elements, such as the operating screen and the keyboard, are placed in such a way to facilitate their viewing both in height and tilt. In addition, the contactless system facilitates the operation for people with difficulty using their upper limbs.

  • Facilities for the senior segment: The Caixafacil easy menu is designed to facilitate navigation through the different operations' screens by the senior segment, including larger buttons and their habitual operations.

ONCE has conducted an expert analysis, with very positive results.

App accessibility

It is an accessible native application for people with diverse capacities, designed under mobile accessibility standards and making use of all the technical possibilities offered today by iOS and Android operating systems.

  • It has been developed from the outset under the Accessibility Guidelines, WCAG 2.0.

  • ILUNION regularly reviews and audits the mobile application, helping us to identify points of improvement and ensuring its accessibility.

  • At the same time, there is a continuous compilation and management of isolated points of improvement, identified from user complaints or internal reviews.

It takes into account, among others:

  • At a design level, the colour contrast and font size has been approved to make it accessible and allow people with low vision to read correctly.

  • In terms of content, plain and simple language is used, adding explanatory elements when more technical or legal language is required.

  • The flows are designed to simplify the experience as far as possible, guiding users at each step and offering information on where they are and where they are heading.

  • This includes VoiceOver (iOS) and TalkBack (Android) for people with total blindness for browsing design so that our apps allow voiceover of all screen information and actions.

Website accessibility

The following, among other aspects, are taken into account in Accessibility on the internet:

  • The colour contrast and font size are suitable for optimal viewing of the portal.

  • The images do not contain embedded text (text images), which would not allow users with a screen reader to view the text appearing in the image.

In our case, the text has been programmed as text links, where users can access the content.

  • Audiovisual elements are accompanied by subtitles.

  • The layout structure of the page helps in reading by using screen reader software for visually impaired users (JAWS).

ILUNION audits the entire sales portal every six months. These audits detect possible errors arising from the constant update of content.

The corporate portal complies with the AA accessibility level

of the W3C-WAI Web Content Accessibility Guidelines 2.0. It is the only commercial banking portal with this certification.

Proximity

CaixaBank ensures proximity with its customers through:

  • Digital channels that are available 24/7.

  • The largest physical network in Spain.

See section "Distribution Model"

To ensure access to all customers in rural areas and the senior group to the physical network, CaixaBank has committed to maintaining its presence in municipalities where it is the only bank. CaixaBank has 1,416 rural branches located in towns with under 10,000 inhabitants.

CaixaBank aims not to abandon settlements in which it is the only bank.

2,233 92%

Spanish towns where
CaixaBank is present.

Citizens with a branch in their
municipality (Spain).
92% in 2022
99% 483

Spanish towns and villages
with > 5,000 inhabitants with
the presence of CaixaBank.
99% in 2022.

Spanish towns and villages
CaixaBank is the only banking
institution.
471 in 2022
61%

→ Portuguese towns > 5,000 inhabitants where CaixaBank has a presence 61% in 2022

> NUMBER OF BRANCHES BY AUTONMOUS COMMUNITY

With the aim of enhancing its service in rural areas, CaixaBank has 19 mobile branches (ofibuses), which serve more than 324,000 people in 687 towns in thirteen provinces: Ávila, Burgos, Castellón, Ciudad Real, Granada, Guadalajara, La Rioja, León, Madrid, Palencia, Segovia, Toledo and Valencia.

Each mobile branch covers different daily routes and, depending on the demand, visits the locations where it provides service once or several times a month. In addition to preventing the financial exclusion of rural areas, this service preserves the direct relationship with the customers who reside in these locations, upholding the commitment to the Senior and agricultural and livestock sectors.

CaixaBank and Correos have signed an agreement to facilitate the home delivery of cash throughout Spain.

The goal is to give everyone, regardless of age and place of residence, access to cash as close to their homes as possible. To this end, the collaboration protocol contemplates that CaixaBank customers can request cash delivery, up to a maximum of 500 euros, which will be delivered by postmen and rural wallets.

Mobile branches are essential to CaixaBank's strategy to prevent the financial exclusion of rural areas.

1 783 towns attended in January 2024.

> COMMITMENT TO FINANCIAL INCLUSION

6871 municipalities attended in 13 provinces

+47,000 km/month

19 mobile branches (includes 3 in reserve)

324,000 potential beneficiaries

70% of users

over 65 years old:

Products and services for vulnerable groups

CaixaBank, as part of its vocation towards service quality and closeness, has designed financial services and products to meet the specific needs of the most vulnerable social entities and groups.

> PRODUCTS FOR VULNERABLE GROUPS

Social Account

Solution aimed at people at risk of social exclusion that receive social benefits (individuals receiving Subsistence Income, Guaranteed Income from regional governments, among others) or are in a situation of severe poverty.

Free demand deposit + free access to basic financial services

Inclusion Account

Solution for individuals without access to banking due to being located in high risk jurisdictions and not being able to provide evidence of income (refugees) and people who need a bank account to receive social benefits or to access a first job.

Account + inclusion debit card + CaixaBankNow free of charge with transactional limitations

Basic Payment Account

Any EU resident is entitled to a basic payment account that guarantees the access to basic, personal financial operations. If the customer is also at risk of financial exclusion or vulnerability, this account may be exempt from fees.

Account + debit card +basic financial services

23,291

customers with basic payment accounts

MicroBank, the Group's social bank, is a leader in the field of financial inclusion, using micro-loans and lending with a social impact.

Microloans and other social impact finance

€1,115 M

→ Microloans granted €268 M

→ Other loans with social impact

€1,383 M

→ Total micro-credits granted and other loans with social impact

→ Outstanding portfolio balance at

31 December 2023

Contribution

... to economic development and job creation

28,521 122,210 €58 M

→ Direct jobs created with support to entrepreneurs

8,621 €37 M €33 M

→ Businesses created with financial support

€4,468 M €382,000

→ Contributed to Spanish GDP

... to financial inclusion

→ Holders of a Family Microcredit

→ In microloans for entrepreneurs who have received support from social

→ In microloans to

vulnerability

people in situation of

entities

... to generating positive social impact

→ Destined to social businesses

→ Aimed at improving employability through training and education

252,149 €2,779 M

→ MicroBank beneficiaries (accumulated 2022-2023)

Of which:

148,968

→ in 2023

399

MicroBank objectives

MicroBank aims to contribute to financial inclusion, providing financing to people and groups that may experience difficulties when accessing traditional financing. Its social banking model follows the rigour and sustainability criteria of a banking institution, enabling its contribution of social value. Through its activity, it contributes to achieving these objectives.

Job creation Financialº inclusion

Through the launch or expansion of businesses through granting micro-credits to business people and social enterprises.

Promoting equal access to credit, especially to those without collateral, as well as equal access to banking services for new customers through CaixaBank's extensive commercial network.

The promotion of productive activity,

Granting financial support to selfemployed professionals and micro-enterprises as an instrument to stimulate the economy.

Personal and family development,

Meeting the financial needs of people on low incomes and helping them to get through difficult periods through microcredits.

The generation of environmental and social impact

Providing financial support to projects that have a positive and measurable impact on society.

The direct, indirect and induced contribution

To the Spanish economy in terms of impact on GDP and job generation.

MicroBank offer

MicroBank has consolidated a business model based on financing with a social impact. MicroBank's offer consists of:

> LENDING PRODUCTS

NEW

Participation in the new fund IB impact debt Spain (FESE)

Impact Bridge has launched an impact fund for €150 million with the support of the European Investment Fund and MicroBank. The aim of this debt fund is to finance projects with a high social impact in scopes such as inclusion, rural development, climate and the environment and gender equality.

What is a micro-credit?

Micro-credits are collateral-free loans of up to €25,000 granted to individuals whose economic and social circumstances make access to traditional bank financing difficult. Its purpose is to promote productive activity, job creation and personal and family development.

Business microcredit

Intended for: entrepreneurs and micro-enterprises with fewer than 10 employees and with a turnover not exceeding two million euros a year that need financing to start, consolidate or expand the business, or to meet working capital needs.

Main features:

  • Fixed-rate loan with personal guarantee.

  • Business Microcredit is granted based on trust in the applicant and their business project, and without collateral.

  • The maximum repayment period is 6 years, with an optional grace period of 6 months.

> 2023

→ Transactions → Amount of the

19,267 €253 M €13,150

operations

→ Average amount

> 2022 13,118 €171 M €13,046 → Transactions → Amount of the operations → Average amount

The 274 active entities, with which a collaboration agreement has been signed to promote self-employment, are an essential part of the programme. Collaborating entities allow for a better assessment of operations, because of their knowledge of customers, provide technical support to entrepreneurs and contribute to the expansion of the distribution network of MicroBank products and services.

Microcredit for families

Intended for: people with limited income, up to 25,200 euros/year1 , who want to finance projects linked to personal and family development, as well as needs arising from unforeseen situations.

The income criterion is reviewed periodically, in order to always keep the focus on groups that continue to have greater difficulties in accessing credit, assuming on many occasions the impact that decisions of this type may have on growth, the risk profile of the portfolio and the generation of profit.

Main features:

  • Fixed-rate loans.

  • Family Microcredit is granted without collateral.

  • The maximum repayment period is 6 years, with a grace period of up to 12 months.

> 2023

Proyecto confianza

MicroBank signed a collaboration agreement with the Asociación Proyecto Confianza in 2016, to contribute to the social and financial inclusion of people in situations of extreme vulnerability.

In 2023, 136 loans were granted for a total amount of approximately 382,000 euros to people in extremely vulnerable situations, who had previously received support through group dynamics aimed at improving self-esteem and dignity.

1 To determine the income level, the Income Indicator (IPREM) has been taken into account.

Other loans with social impact

Loans that generate a positive social impact on society, in sectors related to the social economy, health, education and innovation.

> 2023 > 2022

6,453 5,220
Transactions Transactions
€268 M €208 M
Amount of the Amount of the
operations operations
€41,501 €39,882
Average amount Average amount

> SKILLS AND EDUCATION PROGRAMME

MicroBank signed in 2021 an agreement with the European Investment Fund (EIF) to improve the access to financing of individuals and organisations that wish to invest in training and education with the aim of improving their employability.

Skills & Education Loan for Students

Loans for people who want to expand their training or improve their professional skills:

  • > Up to €30,000.
  • > With no guarantee.
  • Maximum repayment period 10.5 years.

In April 2022, MicroBank, along with imagin, launched the first "end to end" digital loan.

€7 MM

  • → Granted in 2023 (1,019 transactions with an average amount of €7,140).
  • → €11 M since its implementation.

52.31%

→ Of the operations granted were processed digitally (through imagin).

Implemented in 2022

Skills & Education Loan Business

Loans aimed at schools and training centres to finance infrastructure, intangibles and working capital:

  • Up to €500,000 per transaction and €2 M per customer.

  • Legal forms belonging to CNAE 85.

  • Companies with a maximum of 499 employees and maximum turnover of €50 M.

€26 M

  • → Granted in 2023 (168 transactions with an average amount of €154,840).
  • €39.3 M since its launch.

Implemented in 2021

Support from European institutions

The support of leading European institutions in the promotion of entrepreneurship and micro-businesses is key to the achievement of MicroBank's goals.

European Investment Bank (EIB)

→ Since 2008, MicroBank has been closely involved in fostering financing for the creation, consolidation or expansion of entrepreneurial and business projects.

European Investment Bank (EIB)

→ MicroBank became the first European bank to receive EIB financing to grant micro-credits in 2013. Since then, it has taken out loans with the European Union bank in order to foster access to long-term finance and job creation, in particular among young people.

Council of Europe Development Bank (CEB)

→ The CEB has supported MicroBank's activity since its incorporation. CEB funds have enabled MicroBank to foster financial inclusion, facilitating access to finance for microcompanies and individuals and thus reinforcing the Spanish business fabric and supporting the most vulnerable families.

Key agreements under development during 2023

FEI - InvestEU

A new agreement was signed in November 2022 with the EIF, which seeks to boost sustainable investment, innovation and job creation in Europe by facilitating access to finance for small and medium-sized enterprises This agreement will mobilise up to 800 million euros through the following programmes:

Microfinance and social entrepreneurship:

MicroBank will use this guarantee to continue to offer better access to finance to microcompanies, including the self-employed, and social enterprises with difficulties in accessing credit. The InvestEU Microfinance and Social Entrepreneurship Guarantee can be up to a total of 200 million euros.

Implemented in 2023:

Social Company Loan €58 M granted in 2023

Specifications:

  • Amount: up to €500,000.

  • Purpose: project finance designed to generate a positive and measurable social impact through economically and environmentally sustainable business activity.

  • Term: repayment up to 10 years.

Business Microcredits – Institution Agreements €37 M granted in 2023

Specifications:

  • Amount: up to €30,000.

  • Purpose: financing to start up a self-employment project or a microcompany.

  • Term: repayment up to 6 years.

Competitiveness of SMEs:

MicroBank will be able to improve the competitiveness of small businesses by helping them to access finance. The InvestEU SME Competitiveness Guarantee can be up to 250 million euros.

Implemented in 2023:

SME

€16 M granted in 2023

Specifications:

> Amount: up to €50,000.

  • Purpose: financing to create, expand and consolidate a business and working capital needs for self-employed workers and micro-enterprises.

  • Term: depending on the project to be financed.

Sustainability:

This guarantee will enable MicroBank to continue to assist small businesses in the green transition and in other related areas such as the materialisation of green, inclusive and environmentally friendly investments. The InvestEU Sustainability Guarantee can be up to 37.5 million euros.

CEB - New agreement

Funding facility with a first drawdown of €50 million implemented in December 2023.

Commitment to the development of the business fabric

One of MicroBank's goals is to contribute to job creation through financing for business projects. In that sense, MicroBank supports the start-up or expansion of businesses to develop the business and socio-economic fabric of the territory through the granting of microloans.

What have we done?

All of this is aligned with the goals of the Collective Commitment to financial inclusion and health fostered within the framework of the United Nations Principles for Responsible Banking, to which CaixaBank adhered in 2021.

How do we do it?

  • By partnering with entities that provide complementary services, such as advice and technical support to entrepreneurs.

  • Through the capillarity offered by CaixaBank's branches and channels

  • With the support of three European institutions: the European Investment Bank (EIB), the European Investment Fund (EIF) and the Council of Europe Development Bank (CEB).

274 agreements with entities

December 2023
23,644 35%
> Holders of business
microcredits and
loans
>
Transactions geared
towards opening
new businesses out
of the total number
of businesses
People who were
unemployed before
starting a business
out of the total
number of business
transactions.
65% 35%
> Transactions for
self-employed out
of the total number
of business
transactions
> Transactions for
microenterprises
out of the total
number of business
transactions

What have we achieved?

December 2023 5% 52% > People who, without

the help of a microloan, could not have started or consolidated their business out of the total number of business transactions.

→ CaixaBank is a signatory of the United Nations Financial Health & Inclusion Commitment.

64,000

New jobs created thanks to

through microcredits granted to

entrepreneurs (2022-2025) Target

Assistance to the senior group

CaixaBank committed to caring for the elderly

CaixaBank reaffirms its commitment towards the senior group by maintaining the ten initiatives agreed and launched in 2022, including plans to create a team of senior advisers —trained in gerontology and exclusively engaged in assisting senior citizens—, the extension of the service hours offered by its in-branch staff, and the strengthening of its communication channels with these users: creation of an exclusive telephone number attended directly by agents without having to previously pass any robotic filters, and the possibility of contact with the adviser via WhatsApp.

In 2023, the Bank has continued to focus its efforts towards extending the global offer of products and services and fostering the financial independence of customers through in-person training sessions given by senior advisers, in order to offer an excellent service and maintain its leadership in this segment, in which it has 4.4 million customers and a market share of 34.3% in direct deposited pensions.

> WE ACCOMPANY PEOPLE

1,610 advisers Support

with specific training 2,000 in 2024.

> WE ADAPT TO SUIT THEIR WAY OF INTERACTING

100% Personal service

in the use of ATMs.

user-friendly ATMs adapted for passbook use.

Unrestricted

by telephone and WhatsApp. 900 365 065 Direct assistance by a specialised agent, with no automated filters.

Advance payment

month.

opening hours. of monthly pension payments on the 24th day of the

> WE WORK TOGETHER TO PREVENT FINANCIAL EXCLUSION

5,295 sessions

We are not abandoning

ofibus).

towns and cities and we are expanding the ofibus service (6871 municipalities with 19

The most extensive

which 3,618 retail branches) and ATMs (11,335 in Spain)

broadest in Spain.

407

CaixaBank now offers an extensive portfolio of products that blends protection solutions with savings solutions.

CaixaBank, renews the AENOR certification as an organisation committed to the elderly.

AENOR has identified the following as strong points of the Bank's value proposition for the senior segment priority service at branches; high level of employee involvement with such customers; and training of specialist advisers, in addition to other points.

> SENIOR SOLUTIONS

€30,238 M 121,000 customers

→ in Life Annuities and VAUL1 → MyBox Senior Protection.

1 Portfolio balance at 31 December 2023

Our senior customers matter to us

2.5 days 46%

→ no. of branch visits per senior customer (annual average)

72.3% 15,545

→ NPS senior customers (scale 0-100)

  • → senior customers who used digital media

→ registered in the training sessions, with a session rating of 9.6 (score 0-10)

See section "Financial culture"

Plan for equal treatment and non-discrimination in the provision of financial services to CaixaBank Principles

In 2023, CaixaBank developed a Plan for equal treatment and non-discrimination in the provision of financial services to CaixaBank customers. The aim of this plan is to meet the requirements of Act 15/2022 of 12 July, which is integral to equality of treatment and non-discrimination and seeks to prevent and, where appropriate, remedy any discrimination situations in different areas and, in particular, in the offer, access and provision of services by companies and the regulations on the protection of vulnerable consumers.

However, CaixaBank already had implemented a series of measures in the Bank, such as the following: the senior directors' network; the figure of the meeter; the protocol for designing inclusive products; the adaptation of ATMs, website and the App to different customer needs (visual disability, reduced mobility); the digital guide; the opening of social accounts; or measures against deruralisation, among others.

Plan Phases

  • 1. Identification of the main groups of vulnerable customers as the target audience of our measures.
  • 2. Detect barriers that each of the identified groups can find in the operations and services offered by the Bank.
  • 3. Propose and implement action protocols with corrective measures for the identified barriers.

Identification of vulnerable groups

In 2023, particularly vulnerable groups of consumers were identified: individuals who, individually or in a group, due to their personal, economic, educational or social circumstances, are in a particular situation of subordination, defencelessness or neglect, even if it is territorial, sectoral or temporarily, that prevents them from exercising their rights as consumers under conditions of equality.

Priority groups

  • 1. Minors
  • 2. Senior citizens (Senior group)
  • 3. People residing in rural areas
  • 4. People with physical disabilities (sensory and/or motor-related)
  • 5. People with intellectual disabilities
  • 6. Migrants, refugees and temporary workers
  • 7. Low-income people
  • 8. Persons deprived of liberty (includes persons under grade 3 penitentiary regime)
  • 9. Victims of gender-based violence

Protocols and measures implemented in 2023

Other measures already implemented in the Bank, such as the senior directors' network; the figure of the meeter; the protocol for designing inclusive products; the adaptation of ATMs, website and the App to different customer needs (visual disability, reduced mobility); the digital guide; the opening of social accounts; or measures against deruralisation.

In 2023, the following Protocols have been approved:

Protocol on the care of customers who are victims of gender-based violence

Objective: personal care for customers who are victims of gender-based violence, managing their personal details and providing guidance on the financial products and services they have contracted or that CaixaBank can offer them.

Protocol for the protection of wealth of Vulnerable Groups

A greater increase has been detected stemming from further awareness and consciousness of the network through the Course on Vulnerable groups.

Objective: protect banking positions of vulnerable customers against potential situations of unfair advantage by third parties. The Framework Collaboration Agreement has been signed with the Spanish Attorney General's Office and Banking Associations, supervised by the Bank of Spain.

Dissemination and staff awareness through a regulatory course on Vulnerable Groups.

See section "Ethical and responsible behaviour - Measures to ensure compliance with policies"

Protocols and measures in development

  • Protocol for the protection of Persons Deprived of Liberty

  • Prohibition of compensation and non-enforceability of the Subsistence Income under the provisions of Act 19/2021 of 20 December, establishing subsistence income, as well as the 2022 Bank of Spain Report.

  • Legal capacity support, trusted third party and de facto guardian for people with disabilities, creating Responsible Declaration models, in accordance with the agreement signed with the State Attorney General's Office and Banking Associations and drafted in a friendly format.

  • Prepayment card for people with disabilities.

  • Inclusive communication and easy reading

  • Day to Day for people with disabilities

  • Customers with visual disability

  • Customers with a gambling addiction

  • Measures for minors

Social impact through the issuance of social bonds

CaixaBank is one of the leading entities in the issuance of sustainable debt, an activity it began in 2019 as the first Spanish bank to issue a social bond in support of the United Nations Sustainable Development Goals (SDGs).

CaixaBank has promoted the issuance of its own social bonds through which it undertakes to promote investments that generate a positive social impact, in line with the United Nations Sustainable Development Goals (SDGs). With the funds raised, CaixaBank promotes projects that contribute to fighting poverty, promoting education and welfare, fostering economic and social development in the most disadvantaged areas of Spain, generating a positive impact on employment and promoting the construction of basic infrastructures.

The fifth social bond issued by CaixaBank, and taking into account the seven green bonds, it is the twelfth bond linked to the Sustainable Development Goals published by the bank in 2019

The purpose of the social bond issued by CaixaBank is to finance activities and projects that contribute to fight poverty, boost education and well-being and promote financial and social development in the most disadvantaged areas of Spain.

In 2023, CaixaBank issued a new social bond for €1,000 M, which is the fifth since 2019:

SOCIAL BOND ISSUED IN 2023

Issue: May 2023 Type: Senior Non-Preferred Debt Nominal amount: €1,000 M Maturity1 : 16 May 2027 Coupon: 4.625%

More details on the corporate website.

1With an early repayment option in the last year by the issuer.

> IMPACT OF SOCIAL BONDS

The fourth impact report on social bonds was published in December 2023.

The report has been verified by an independent third party (PwC), with limited scope of guarantee. Part of the impacts have been calculated through surveys and the input-output model has been used with the collaboration of an independent external consultant.

> SOCIAL PORTFOLIO AT 31 DECEMBER 2022

View on corporate website

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionistasinversores/ Social_Bonds_Reports_Dec22.pd

of companies that have been reinforced since granting the loan.

→ indicates that its business has remained stable or

grown.

No poverty

97% 80%

→ Of the beneficiaries state that the financing has enabled them to meet their objectives

€132 M 89%

→ Granted to families living in rural areas.

Health and well-being

1.5 M 2,120

Number of beneficiaries due to residing in the area where a hospital

Financed beds in hospitals / medical centres.

→ Of beneficiaries state that the financing has had a positive

impact on their life.

→ Beneficiaries state that the

for them.

financing has been very important

Decent Work and Economic Growth

€3,120 M €302 M 54%

→ of companies

benefiting from a loan in the first two years of its creation have increased their probability of survival.

→ Loans granted to areas with high potential to generate social impact. Represents 66% of the total amount financed by micro-enterprises and SMEs.

→ Loans granted to companies in rural areas.

89% 93%

→ Of self-employed beneficiaries who state having improved their quality of life since the granting of the loan.

million euros of

impacts)

€1.86 million to the Spanish economy (direct and indirect

19% €8761 M 70,420

→ in Spain's GDP (every financing contributes → jobs have been created or retained thanks to the loans included in the social

portfolio.

or centre has been financed.

Quality education

20,849 5 2

.

  • Students enrolled in financial education centres.
  • Subsidised

educational centres.

Educational foundations that operate 17 financed schools.

Financial culture

CaixaBank is committed to improving the financial culture of its customers and shareholders and, in general, of society as a whole, including the most vulnerable sectors.

Through initiatives aimed at different audiences, the Company aims to improve people's financial knowledge in order to encourage decisions that improve their well-being.

With this aim in mind, it makes available to society various resources in different formats adapted to the needs of each group.

> IN 2023, CAIXABANK CARRIED OUT THE FOLLOWING IN DIFFERENT FORMATS

Conferences

3,080 73 THOUSAND

Conferences

Attendees

Courses, workshops and training sessions

8 2,658 5,295 72,779
Courses Workshops Sessions Attendees

Digital content (Webinars, podcast videos)

1 https://www.caixabank.es/muchoporhacer

> FINANCIAL DISCLOSURE

Educational and awareness-raising content disseminated in collaboration with the main digital media. Connects financial concepts such as savings, investment or insurance with real life stories of famous people in our society.1

  • 113 M 8.4 M
  • Impressions: number of impacts on digital media. Views of audiovisual content.

Talks on savings, protection and financial planning in different vital situations.

2,826 73
THOUSAND
Conferences held Attendees

Funcas-Educa programme

Since 2018, CaixaBank has been part of the Funcas-Educa Financial Education Stimulus Programme, promoted by CECA and the Funcas Foundation. It aims to improve the level and quality of financial culture in Spanish society.

> SPECIFIC CONTENT FOR GROUPS

Shareholders

Aula Training Programme. Training on economics and finance.

4 on-site courses

→ with 236 attendees and 472 hours delivered.

12 AULA webinars

→ online seminars with 7,755 views.

12 new chapters

→ of the financial training podcast with a 7,284 views

Wheelchair Training Programme.

A new educational resource in video format that aims to focus on those economic, financial and sustainability concepts that may seem complex at first, but that we will cover using language that is accessible to everyone. With the participation of different experts, we talked during a short car drive about everyday economic issues.

31 chapters issued

→ With 27,816 views.

Young people

Finances for young people1

42,961 1,831 → Attendees → Workshops

Financial tips for young people

Short videos aimed at the young audience through the imagin app and social media.

42 videos 39.6 M

Number of published in-app
videos.

Webinar.

People in situation of vulnerability

Workshops and talks for adults1

10,070 600

attendees

workshops/talks
  • Workshops for people with intellectual disabilities1 .

  • 2,293 155 → attendees → workshops

1 Courses delivered by the CaixaBank Volunteer Association.

Senior Group

The sessions include training on the use of WhatsApp, Bizum or computer security.

5,295 sessions

→ training for seniors with 15,545 attendees.

Talks on financial education for seniors.

1,349 72

→ attendees → workshops/talks

Customers in the catering sector

On-site courses for caterers. Courses for customers in the catering sector, conducted in collaboration with elBulliFoundation.

4 courses

Number of intensive courses on Management in the Catering Sector.

325 attendees

→ total.

64 hours

→ of training delivered.

> KNOWLEDGE GENERATION AND ANALYSIS

CaixaBank Research. Creation and dissemination of knowledge through research and economic analysis.

254 conferences

→ held

1,119 Articles

→ made

12 podcasts

→ made

"Real-Time Economy Website", a pioneering tool to monitor trends in the Spanish economy

"National Award for Research of the Government of Catalonia" in the "Public-private partnership in R&I" category

"Financial Disclosure Award" from Fundación de Estudios Bursátiles of the Regional Government of Valencia

CaixaBank Dualiza is CaixaBank Dual Training Foundation's commitment to the promotion and dissemination of Vocational Training and to the main role of this training itinerary must be taken on in the future of society. Only through better training can one achieve a more cohesive society in which inequalities are reduced.

"CaixaBank Dualiza helps train those who are joining the labour market by providing them with the appropriate skills to improve both their employability and the competitiveness of companies."

> LINES OF ACTIVITY

Initiatives to bring closer VT centres and companies and promote innovation

  • Dualiza meetings.

  • Conferences, events and congresses.

  • 24h Barcelona.

  • Hackathons and entrepreneurship challenges.

Initiatives on guidance

  • VT Ambassador Programme.

  • FP STEAM Programme.

Initiatives aimed at improving professional qualifications

  • > Of teachers:
    • Course on Artificial intelligence.

    • Training Tools (training pills on current topics).

    • InnovaTec programme on active methodologies and creation of innovation networks.

  • > Of students:
    • Soft Skills programme for working and improving skills for employment in VT.

    • Specialisation courses (intended for specific sectors of activity).

Calls

  • Dualiza grants: Launched together with Asociación FP Empresa to promote innovation projects developed by VT centres in collaboration with companies, entities and public or private organisations.

  • Active Orientation: Aimed at recognising and supporting the best orientation actions aimed at raising awareness of Vocational Training and/or Dual Vocational Training among young people and their families.

Research

CaixaBank Dualiza considers research as one of the fundamental pillars of its activity. From the Centre for Knowledge and Innovation and its VT Observatory platform, it promotes action-oriented research aimed at decision-making.

<-- PDF CHUNK SEPARATOR -->

> ACTIVITY IN 2023

-

-

> IMPACTS IN 2023

An active support policy for housing problems.

2023 Consolidated

  • Management Report

CaixaBank maintains its commitment to be close to people in order to contribute to their financial wellbeing, particularly in times of greater difficulty. Since 2009, CaixaBank has maintained a series of measures to support customers with mortgages that are experiencing financial difficulties:

Help 334
360,000 customers
facing difficulties
in meeting
payments for their
mortgages
in the
Help Plan for
individuals.

Payments in kind
in 2023 419 in
2022
Rental 500,000
Rental waiver in
Moratoria in the
4,800 homes
during
the Covid pandemic.
payment of the
mortgages and
consumer loans
during the Covid
pandemic.

With this aim, CaixaBank has an active support policy for housing problems, structured around two focuses:

  • early and specialised care for customers with difficulties.

  • promotion of social housing programmes.

The Bank is a signatory since 2012 to the Spanish Government's Code of Good Practice on the viable restructuring of mortgage debt on the main home of families at risk of exclusion.

In 2022, CaixaBank was the first company to adhere to the new Code of Good Practices, which included new measures to support mortgagors with difficulties, with the aim of alleviating the rise in interest rates in mortgages on primary homes.

Early and specialised service

CaixaBank has a team of reputational risk managers specialising in social housing management. The main function of the team is to detect and manage cases of vulnerability and social emergency in primary residences.

Also, CaixaBank has set up a Mortgage Customer Service (MCS), a free telephone service for customers whose property is affected by a foreclosure suit. As a result, families have a helpline available in which specialists help to resolve

any queries regarding the phases of and impact of the foreclosure on their primary residence.

In the event of detecting situations of social exclusion or vulnerability, they can review the cases and propose alternative measures to the foreclosure.

1,431 30,753 → Files managed by the MCS in 2023. → Since it was initiated in 2013.

Promotion of social housing programmes

The CaixaBank Group has a social housing programme with an impact throughout Spain, mainly for former debtors and Group tenants who are in a situation of vulnerability and at risk of residential exclusion.

For all these people, rental amounts are adapted to their ability to pay, with special consideration being given to: families with a member with disabilities, single-parent families with dependent children and family units in which there is a victim of gender violence or elderly people.

Within the framework of the social housing programme, CaixaBank maintains its commitment to the Government's Social Housing Fund, making a total of 4,861 homes available.

In addition, CaixaBank has signed collaboration agreements with various public administrations in the area of housing.

3,360 in 2022

9,992 social rent programme properties1

  • 11,105 in 2022 (includes 445 contracts for the centralised programme of "la Caixa" Foundation, 584 in 2022)
  • 1 Number of housing contracts in social housing programmes

Impulsa programme

Its purpose of which is to help improve the socioeconomic situation of tenants. The main implications for tenants are social support to help them get back into work (through referrals to the "la Caixa" Incorpora programme and other existing labour programmes) and to process benefits and energy aids.

Social action

Management Report

2023 Consolidated

Social commitment is one of CaixaBank's main assets and differential values, which has been integrated into its banking activity, but goes beyond it, through solutions that meet the needs of people and the world in which we live.

To act as an agent of this social transformation, CaixaBank focuses on:

01. Promote the participation and dissemination of the impact of the "la Caixa" Foundation programmes by transferring the main initiatives to the regional network in order to expand their scope.

02. Establish partnerships with third parties (other local foundations, customers and institutions) to foster change and social commitment.

03. Promote social banking with tailor-made financial solutions for vulnerable groups and social entities.

04. Carry out social programmes suited to the needs of each territory (employability or rural development) and that have an impact, especially on priority groups (youth, the elderly and vulnerable people).

05. Promote caring citizen engagement in social causes, led by social entities throughout the country via CaixaBank's Volunteer Association.

-

Global Finance acknowledges CaixaBank as "Outstanding Financial Leadership in Sustaining Communities in Western Europe 2023" at the Sustainable Finance Awards 2023.

CaixaBank works to carry out actions with a high social impact on society.

It does so through programmes in partnership with other foundations, associations or social actors or through its own programmes.

€8.9 M

→ Provided by CaixaBank1

€9.6 M in 2022

■ Contribution ■ Intermediation

1 In addition to the various contributions to other own programmes and to programmes with other foundations within the territorial scope, the contribution to the CaixaBank Volunteer Association.

€45.0 M

€49.4 M in 2022

→ Channelled by CaixaBank, from the "la Caixa" Foundation and customers CaixaBank's actions are aimed at responding to society's main challenges; the following stand out:

Illness and disability Poverty

Multiculturalism and social exclusion

Senior citizens

Basic care

In-person support

2023 Consolidated Management Report

Programmes in the partnership with "la Caixa" Foundation

Decentralised Social Action Local projects

Thanks to its capillary nature and proximity to people, CaixaBank's branch network is a very effective means for detecting need, thus enabling "la Caixa" Foundation to allocate resources to great effect in all the areas where CaixaBank is present.

Projects distributed by type
(number of projects and allocated investment in €m)
■ Illness and disability ■ Senior citizens
2,310 699
€9.72 M €2.23 M
■ Multiculturalism and social
exclusion
■ Labour integration and
others
1,137 329
€5.46 M €2.18 M
■ Poverty
1,358
€5.41 M
€25m

From "la Caixa"
Foundation, aimed at
social entities, have
been channelled
through the branch
network
5,833

Activities related to
projects set up by
local social
organisations
5,302

Beneficiary entities

■ Contribution ■ Intermediation

Other collaborations with "la Caixa" Foundation

Solidarity formulas Local projects

Initiatives promoted by the CaixaBank network together with CaixaBank Payments & Consumer that complement the Decentralised Social Action funds with contributions from companies and individuals.

69 €0.53 M

→ Solidarity formula Agreements → Extra amount. Contributed by companies and individuals

No Home Without Food Vulnerable groups

Thanks to the donation collection service and in collaboration with the Food Bank and "la Caixa" Foundation, funds are obtained for the purchase of food for 54 food banks across Spain.

€1.9 M

→ Total collected in 2023

Of which:

2023 Consolidated Management Report

Programmes with other national foundations and CaixaBank call

Social calls with other national foundations Vulnerable groups

Social announcements with local foundations in areas such as work placement for vulnerable groups, improving quality of life and in-person support of the elderly.

€1.76 M 379 → destined to social calls with local

  • foundations
  • → Projects with support

Environmental calls with CaixaBank call and other national foundations Environment

Agreements with local foundations and CABK's own announcements throughout the country in support of projects in the area of biodiversity, as well as environmental innovation, the circular economy and the demographic challenge.

Socio-cultural projects with other national foundations

Vulnerable groups

Courses, seminars and charity and cultural actions in the headquarters of the Foundations, and agreements with third parties for actions with an impact on its territory.

€1.93 M Amount assigned

■ Contribution ■ Intermediation

> 11 LOCAL FOUNDATIONS

Own programmes

Tree of dreams Childhood

Programme aimed at poor children, where children write a letter requesting a gift for Christmas. Customers and employees participate by sponsoring a child and buying the gift, thus making their dreams come true.

29,229 354 17,929 1,015
Children in
Spain who
have received
a gift
Collaborating
entities
Participants
individuals
Participants
legal entities

Full of life Senior citizens

Programme aimed at the elderly, prioritising areas with the highest depopulation, with the aim of promoting physical, mental and social well-being and encouraging a healthy lifestyle.

€0.42 M

→ in investment

Land of opportunities Demographic challenge

A collaborative programme to create employment, promote entrepreneurship and repopulate rural areas.

It is implemented through direct entrepreneurial grants or employment and training projects, rural incubators and entrepreneurship marathons.

■ Contribution ■ Intermediation

ReUtilízame Social / Environment

Circular economy social programme that encourages companies to donate surplus materials in good condition, so that social entities can use them and improve their service and facilities.

New website: https://cabkreutilizame.com

CaixaBank Hotels & Tourism receives the award Traveling For Happiness for the ReUtilizame programme, in conjunction with the Dualiza and Incorpora programmes ("la Caixa" Foundation's job placement, with the CaixaBank network)

2023 Consolidated Management Report

Support to the Third Social Sector

Donation platform

Platform for NGOs, where CaixaBank makes available to them its branch network and its various electronic channels, free of charge, to collect funds from customers and society in general, who wish to collaborate with the different causes of these social entities.

Main social emergency actions:

€1.85 M

→ Collected through the Donations Platform for emergencies.

Discounts on the cost of financial services

CaixaBank has a value proposal in place for social entities, through which it develops specific products and incentivises the basic transactions of social solidarity entities

12,243

→ Social Entities with discounts on transaction services

■ Contribution ■ Intermediation

> NGO CARDS

By means of NGO cards, the customers are able to support the social entities they sympathise with. CaixaBank makes annual contributions to the social entities linked to the card for a fixed amount per active card or a percentage of the annual amount of purchases made by the customer, depending on the card chosen by the customer.

CaixaBank Volunteering

CaixaBank Volunteering offers solutions to anybody who seeks initiatives aimed at developing their willingness to contribute to social impact matters. The offer, which is organised around three scopes (strategic programmes, local activities and solutions for emergency situations), is supplemented with corporate volunteering activities for employees, although the invitation to participate is extended to the rest of society.

17,240 372,669
Volunteers1 Beneficiaries
14,000 in 2022 482,247 in 2022
2,238 25,137
Collaborating entities Activities completed

Social month

1

Includes participants in May 2023 Social Month.

Social Month is the initiative ran throughout May 2023 to encourage employees and their families, together with customers and anyone else interested, to volunteer to support social organisations throughout Spain.

13,968 119,391
Beneficiaries
Volunteers
1,007 2,330
Collaborating Entities Activities carried out
34%

CaixaBank Group's workforce took part in the Social Month

Includes the total number of people who have taken part in volunteering activities within and outside the scope of the Social Month-Social Week in the last 12 months. The figure rules out duplication of those volunteers participating in both scopes. Types of activities carried out by CaixaBank volunteers

Everyone's project

Programme to support and acknowledge the links and collaboration of CaixaBank Group employees with social entities. Participatory programme in which employees vote to make donations to social projects of entities where employees participate as volunteers.

€616,000 122

  • → Amount donated → Projects supported

2023 Consolidated Management Report

BPI's social commitment

BPI's social commitment is developed in collaboration with the "la Caixa" Foundation in 4 areas of activity - Social Programmes, Research and Health, Culture and Science and Education and Grants.

Social programmes

Below are the main social programmes carried out by BPI in 2023 in collaboration with the "la Caixa" Foundation

> BPI "LA CAIXA" FOUNDATION AWARDS

Under the slogan "Help whoever helps", four BPI Fundação "la Caixa" Awards Ceremonies have been held since 2010, which promote equality and a better quality of life for the most vulnerable people and are part of the social sector's change and empowerment.

These prizes are awarded by means of a contest, supporting projects by nonprofit private institutions.

€4.8 M 134 18,300

Investment in 2023

Supported projects
in 2023

Beneficiaries in
2023

The following prizes are awarded:

> PROMOVE PROGRAMME

Support for innovative initiatives in strategic areas, aimed at the development of the inland regions of Portugal.

The pilot projects and selected ideas focus on managing natural resources, promoting new development centres and attracting tourists and new residents.

The selected R&D mobilising projects fall within the strategic areas identified by the Portuguese Government to develop the inland regions.

> DECENTRALISED SOCIAL INITIATIVE - ISD 2023

The purpose of the ISD is to support, through the BPI's Commercial Networks, social projects at a local level. Its aim is to improve the quality of life and equal opportunities of socially vulnerable individuals.

Research and health

BPI, together with the "la Caixa" Foundation, has sought to support talent and the gradual development of scientific knowledge that has an impact on society.

> CAIXARESEARCH RESEARCH AND HEALTH COMPETITION

A new edition of this competition was launched in 2023, and its aim is to support research centres operating in the areas of neurodegenerative, oncological, cardiovascular and infectious diseases and working on enabling technologies in these areas.

> CULTURE AND SCIENCE

With the commitment to bring art, culture and science closer to society, BPI, together with "la Caixa" Foundation, collaborates with cultural institutions, museums and theatres. It also supports orchestras and music festivals.

In 2023 it supported various different initiatives of travelling exhibitions.

> EDUCATION AND SCHOLARSHIPS

The following initiatives stand out in the area of Education and Grants: "la Caixa" Foundation Scholarship programme

7 scholarships 5 doctoral 6 Post-doctoral

  • → for postgraduate studies abroad awarded in 2023
  • → grants awarded in 2023
  • → grants awarded in 2023

Supplier and Procurement Management

CaixaBank has a procurement area specialised by category (Facility Management & Logistics, Works and services, IT, Professional Services and Marketing and Communication) with a transversal view and management of Group purchases.

Its objective, in line with our business strategy, is to obtain the goods and services required in a responsible and sustainable manner subject to the time limits, quantity and quality required, at the lowest total cost and with the minimum risk for its business, according to unified performance criteria for the entire Group.

CaixaBank seeks to establish quality relationships with suppliers who share the same ethical principles and social commitment, having established criteria and control mechanisms, such as carrying out audits to ensure compliance with them. The continuous improvement of relations with suppliers is key to creating value in CaixaBank.

> PROCUREMENT INDICATORS1

2023 2022
Number of active suppliers2;3 2,037 3,323
Volume invoiced active suppliers (€M)3 2,960 3,011
Suppliers approved at the end of the year4 1,477 1,949
New active suppliers 171 502
Average payment period to suppliers (days) 11.9 16.8
Volume negotiated through electronic trading (€M)5 1,526 1,287
Volume negotiated through electronic trading 1,294 1,223
% volume corresponding to local suppliers - Spain 87% 93%

> SUPPLIER AND PROCUREMENT MANAGEMENT PROCESS

> PROCESSES NEGOTIATED BY CATEGORY OF PURCHASES

1 Applicable to Group companies within the corporate procurement model. Suppliers whose turnover in 2023 over €30,000 are included. Suppliers, official bodies and property owners' associations are excluded.

2 An active supplier is defined as one that meets any of the following conditions: has an active contract in Ariba (supplier platform) with an agreement date in the last 3 years; has invoiced in the current or previous year; or has participated in a negotiation in the last 12 months. In 2023, the criterion of active supplier was reinforced by eliminating from the definition the suppliers related to agreements and collaborations, among others.

3 Applicable to Group companies within the corporate procurement model. It also includes VidaCaixa.

4 According to the current standard-approval process, it includes centralised purchasing suppliers that have passed the financial qualification process and centralised purchasing suppliers that have completed the registration process and hold valid mandatory certifications.

5 Total amount negotiated (multi-annual).

Regulatory framework for the Purchasing Function

Corporate Purchasing Policy1

The Policy constitutes the general framework in which activities related to Purchasing management are carried out and in which the supplier relationship and contracting model is defined. The Policy was approved by the Board of Directors in March 2023. The Policy will be reviewed biennially.

The Policy is structured around general principles of action that aim to promote stable business relationships, as well as facilitate collaboration with suppliers that share CaixaBank's commitments and values.

> PRINCIPLES OF PROCUREMENT

01 Professionalism and ongoing improvement

Acting in line with national and international procurement standards. Compliance adds value to the Entity and ensures respect for environmental, ethical and social aspects.

02 Planning and efficiency

Planning purchasing activity by fostering proactivity. Seeking efficiency in contracting adjusting to the principles of necessity and suitability and optimising processes.

03 Ethics, integrity and transparency

Guarantee equal opportunities, applying objective, transparent, impartial and nondiscriminatory selection criteria. Acting ethically and responsibly.

04 Equal opportunities

Ensuring that suppliers compete for the same contract in accordance with the principle of fair competition, guaranteeing objectivity in decisions. Encouraging the diversification of the business among different suppliers.

05 Dialogue, cooperation and sustainability

Fostering and maintaining an ongoing and close dialogue and a relationship of trust. Making communication channels available to suppliers.

06 Commitment and promotion

Assess the performance of suppliers and contract suppliers that guarantee they respect human and labour rights in their activity. Verify compliance with the commitments towards responsible management

Supplier Code of Conduct2

The Supplier Code of Conduct aims to disseminate and promote the values and ethical principles that will govern the activity of CaixaBank's suppliers of goods and services, subcontractors and third parties working with CaixaBank.

This Code sets out guidelines for the conduct of companies that work as suppliers will follow in relation to compliance with current legislation, ethical standards and measures to prevent bribery and corruption, security, the environment and confidentiality.

The Code is reviewed biennially, and its latest update was approved by the Management Committee in November 2023.

> FIELDS OF ACTION

01 Human and Labour rights 02 Occupational risk prevention 03 Ethics and integrity 04 Health and safety 05 Environment and quality 06 Confidentiality, privacy and continuity

1 The Procurement Principles are published. View on corporate website:

https://www.caixabank.com/deployedfiles/caixabank/Estaticos/Principios_de_Compras_ESP.pdf. Also available on the Supplier's Portal, which must be accepted when registering.

2 Available on the Supplier's Portal, which must be accepted when registering.

Committed to sustainability

CaixaBank's commitment to sustainability extends to its supply chain. In this regard, CaixaBank integrates ethical, social and environmental factors throughout the purchasing and supplier management process.

€5 M 721 100%

volume awarded to SEE (Special employment
centres).

Suppliers certified in social and environmental
management. 249 in 2022.

of purchase categories with an environmental

impact have environmental requirements.
€7 M in 2022 Of which 347 Suppliers have provided the ISO
14001 certification. 186 in 2021

Integration of ESG criteria in the Purchasing and Supplier management process

CaixaBank has integrated ESG criteria in the management of its supply chain. In 2023, a review has been conducted on the various phases of the Purchasing and Supplier management process, with the aim of reinforcing the integration of these ESG criteria.

> REGISTRATION-APPROVAL

The management of Purchasing processes through electronic trading is an indication of CaixaBank's efforts to guarantee traceability and integrity in the contracting process. Electronic negotiation begins with the approval of all the suppliers involved in the process and ensures that, during the process, information will be the same for all participants and the selection will be based on objective criteria.

Since 2020, CaixaBank has been considering, in terms of sustainability, the certifications of suppliers in the registration-approval process: OHSAS18001/ISO45000 certification and social audit and/or certification SA8000/BSCI/Responsible Business Alliance.

In 2023, the processes for approving, bidding and contracting part of the purchasing process were reviewed in order to reinforce the integration of ESG aspects into the process. These aspects are added to the economic and technical criteria, with the aim of adding value in the process of selecting the best supplier.

Specifically, the 12 modular surveys that incorporated ESG criteria have been reviewed, and aspects related to Human and environmental rights have been included therein.

The responses to the ESG surveys are part of the different levels of approval that all active suppliers must complete at the Company.

This information is requested from all active suppliers after the financial registration and qualification.

New survey to calculate the supplier's Carbon Footprint

In 2023, a new survey was launched for all suppliers with a turnover of over €1.5 M, with the aim of finding out their carbon footprint. This information will help CaixaBank calculate the CaixaBank Group's carbon footprint with greater accuracy, as well as extend the Group's commitment to sustainability in the value chain.

> BIDDING-AWARDING

Publication of the Green Sheets in the Tender process.

CaixaBank has prepared 25 types of green sheets for its suppliers for the different categories of environmental services/products. The sheets include mandatory and/or recommended environmental criteria to be considered during the bidding process, which can reinforce the sustainable approach and minimise potential environmental risks.

ESG index

In 2023, CaixaBank developed an indicator that will allow classifying suppliers according to sustainable criteria from 2024 onwards.

The index has been built based on the following factors:

  • → Assessment of the different questions in the technical surveys of the approval process, which have been provided a weighting in accordance with the defined ESG classification.
  • → Results of audits and/or Development Plans.
  • → Other Factors: Attendance at training courses, participation in relevant projects, etc.

The ESG index will be taken into account in the decision matrix during the award phase, in accordance with the purchasing category.

> ESG AUDIT PLAN

The bank has a Supplier Audit Plan which, through an on-site validation process, seeks to gather evidence to ensure that CaixaBank has the information necessary to generate a risk map for the main suppliers.

In 2023, 31 audits (30 in 2022) were carried out, including all the categories of procurement (Facilities&Logistics, Works, IT, Professional Services and Marketing). Suppliers are chosen based on the risk previously analysed, while seeking to obtain a representative sample of all categories.

Corrective measures have been defined as a result of the audits. Subsequently, together with the suppliers, the implementation is monitored with the aim of improving their ESG commitment

Thanks to the audits conducted in 2023, 10% of active suppliers have already been analysed since these audits were initiated in 2019.

> ENGAGEMENT WITH SUPPLIERS

The CaixaBank Group has committed to disseminate ethical, social and environmental considerations in its network of suppliers and partners, promote the contracting of suppliers who implement best practices, as well as good corporate governance, and implement mechanisms to assess the performance of suppliers, fostering dialogue through an institutional communications channel.

Through dialogue with CaixaBank suppliers, it seeks to promote their development in sustainability. This is why, it has different programmes to help them in the transition:

  • Supplier's development plans. As part of CaixaBank's Sustainable Development project, the Supplier Development Plan was implemented in 2023 with the aim of helping them achieve a better position. The Plan consists of analysing their current situation and proposing improvement plans, with the aim of attaining sustainability standards, including environmental aspects, aligned with those required by the Company.

  • Training: Participation in the Sustainable Suppliers Training Programme. Project promoted by the United Nations Global Compact, together with the ICO Foundation and ICEX España Exportación e Inversiones, with the aim of training the supply chains on sustainability within the framework of the Ten Principles and the 2030 Agenda. During this period, 200 suppliers (SMES) of the Bank participated.

Dialogue with Society

In the course of its activity, CaixaBank maintains dialogues with different stakeholders of the Company.

2023 Consolidated

Management Report

Suppliers

The dialogue with suppliers is detailed in the chapter Supplier and Procurement Management of this section 9. Board of Directors.

Regulators and Supervisors

The financial sector is a key area for the economy due to its connection with savings, investment and financing, which is why banks, insurance companies and management companies are subject to specific regulations and supervision, where regulators and supervisors become CaixaBank stakeholders.

CaixaBank is in constant dialogue with the various supervisors, which involves a high level of coordination between the different internal teams and those of the Single Supervisory Mechanism (SSM), as part of the ongoing Supervisory Review and Evaluation Process (SREP). Furthermore, it works towards meeting the requirements and expectations of the Single Resolution Mechanism (SRM). An ongoing dialogue is also held with the various local supervisors, within the framework of the assigned functions.

Sectoral and trade associations

CaixaBank participates in and collaborates with various trade associations, such as chambers of commerce, as well as entities that foster economic and social development. CaixaBank also wants to contribute to maintaining the financial stability and proper functioning of the European banking sector. To this end, it participates in the regulatory and legislative processes of the financial and banking sector at national, European and global levels in order to promote a solid, consistent and coherent regulatory framework.

The Bank works towards the regulatory framework considering sustainable finance in line with the goals of the 2030 Agenda and the Paris Agreement on Climate Change. The aim is to ensure a fair transition to a sustainable economy, which is why it also participates in initiatives related to promoting the digital transformation, improving transparency and protecting consumers.

CaixaBank participates in various associations, working groups and forums in areas such as banking and finance, sustainability, research and security, and innovation and digitisation, among others. The section Regulatory environment details the main initiatives monitored by CaixaBank during 2023.

CaixaBank does not engage direct lobbying or interest representation services to influence public authorities. In general, it shares its views through various associations in the industry to try to arrive at a common position, and in some specific cases it also communicates directly its messages.

€4.6 M paid in 2023 to trade associations

→ €4.6 M in 2022

€4.9 M paid in 2023 to lobbying, interest representation

→ €4.1 M in 2022

Ç

The largest contributions made to sector associations in 2023 were made to CECA (€1.9 M) and UNESPA (Spanish Insurance Business Association) (€0.7 M).

With regard to the largest contributions to commercial associations in 2023, they were made to the Adecco Family Plan (€1.4 M) and Chambers of Commerce (€0.4 M).

CaixaBank, S.A. paid €3.1 M to sector associations and €4.1 M to commercial associations in 2023.

Public administrations

CaixaBank's tax strategy is based on maintaining a relationship of cooperation with the Tax Authorities of the countries in which it is present, and it follows the principles of transparency, mutual trust, good faith and loyalty.

Specifically, with regard to Spain, CaixaBank is compliant with the Code of Best Tax Practice and is a voluntary member and active participant in the Large Corporates Forum.

See section "Corporate Governance - Tax Transparency"

In addition, CaixaBank maintains an ongoing dialogue with public administrations, to both promote social programmes and implement measures that can help vulnerable groups, such as the support to senior citizens or the implementation of protocols for vulnerable groups. These actions are detailed throughout this section.

Social foundations and organisations

CaixaBank maintains close contact with social, institutional and business entities in order to detect any social needs.

The partnerships have been established with these entities with the aim of improving and adapting the products and services offered by CaixaBank: improving accessibility, access to banking for vulnerable groups, the Braille card, among others; and promoting the different social programmes offered by the Bank (volunteering agreements with ONCE, agreements with companies to donate materials ReUtilízame (ReUseme) programme).

All these contacts are made:

At regional level: the persons responsible for Social Action in each Regional Division have contact with the social entities and public bodies in the region.

> At the national level: more strategic alliances are also maintained with foundations and public bodies or companies.

Through dialogue with these companies, CaixaBank identifies the main needs of society. This enables the bank to prioritise the evolution of certain types of products and services (accessibility and vulnerability) and promote certain social programmes in key areas: vulnerable children (The Tree of Dreams programme), depopulation (the Land of Opportunities programme), poverty (donation collection platform - No Home without Food), among others, in addition to Volunteering, which has an impact on all these areas.

Throughout section 9. Society are the main actions carried out by the CaixaBank Group.

Sponsorship of cultural and sporting organisations

CaixaBank's works towards establishing a close relationship with the territories in which it operates. As a result, in terms of sponsorships, it focuses on activities that reflect the nature of the brand and the values it represents, from both a global and local perspective.

Furthermore, CaixaBank's sponsorships are geared towards cultural, social and economic progress, which is in line with the founding values of commitment towards society.

Effort and teamwork: Making history:

Our sponsorships are closely related to the world of sport, through which we connect with some of our most representative values, such as effort and teamwork.

We are pioneers in sports sponsorship in Spain. Our involvement with sport goes back 25 years, when we started supporting Olympic activities, top level competitions and several of the best football clubs.

Our DNA:

Both our sports and institutional sponsorships convey and transmit the Company's corporate culture.

Our sponsorships

Since December 2022, CaixaBank has also implemented a Corporate Sponsorship Policy aimed at unifying and standardising sponsorship criteria for the entire Group and ensuring the Bank's reputation.

The corporate sponsorship policy is framed within the scope of the CaixaBank Group's mission, vision and values. Through the policy, it assumes the following guidelines for sponsorships and the development of its activity through:

  • A transparent and responsible action.

  • Optimal management of the stakeholders' reputation and trust.

  • Economic efficiency.

  • The adoption of a long-term strategic view in decision-making.

10. Environment and climate

  • Environmental and climate strategy [PAGE 440]

  • Green bonds [PAGE 442]

  • Climate Change [PAGE 445]

    • Alignment of the investment and credit portfolio with the Paris Agreement [PAGE 445]

    • Financed emissions [PAGE 455]

  • Nature [PAGE 456]

  • Environmental Management Plan [PAGE 459]

-

Environmental and climate strategy

Environmental protection is a priority for CaixaBank, which is why it is one of the three ambitions of the 2022-2024 Sustainable Banking Plan. In this sense, the Group has developed an Environmental and Climate Strategy that aims to contribute to the transition to a more sustainable and carbon neutral economy by financing and investing in sustainable projects, managing environmental and climate risk, and reducing the impact of its operations.

This strategy is accompanied by public commitments that are set out in:

  • Statements: public documents that detail CaixaBank's commitments public in certain areas. Highlights include the Declaration on climate change1 and the Declaration on Nature2 , which were approved by the Board of Directors in February 2024.

  • Alliances and affiliations: CaixaBank acquires commitments through adherence to various initiatives that promote progress in certain environmental areas, including our membership of the Net Zero Banking Alliance (NZBA) or, in the case of VidaCaixa, the Net Zero Asset Owner Alliance (NZAOA), due to the decarbonisation of 2050 objectives.

> LINES OF ACTION

1. Financing and investment in sustainable projects

The transition process towards a more sustainable economy is a source of risk for companies, but it also involves financial opportunities. To contribute to its materialisation, it is necessary to continue offering viable solutions that meet the expectations and needs of customers and stakeholders. As part of these solutions, CaixaBank has been actively involved in financing renewable energy, infrastructure and sustainable agriculture projects for years, among other initiatives. CaixaBank has also been issuing bonds since 2020, with the aim of channelling the funds towards this type of projects.

Responsible investment is also promoted through the asset manager and pension plan manager.

See section "Sustainable Business" See section "Responsible Investment"

1 The Declaration on climate change was approved in 2022 and is being updated. 2 See section "Nature".

2. Management of environmental and climate risk

Environmental risks, including climate-related risks, may result in economic and financial risks, and have negative effects on the economic activities of companies.

Therefore, CaixaBank identifies, manages, measures and mitigates environmental risks, and in particular those related to climate change, with a material impact on the business.

Along these lines, the Bank has defined specific exclusions, restrictions and criteria that include environmental and climate factors for admitting customers and operations. These criteria have been included in the Corporate policy on sustainability/ESG risk management.

In relation to risk management, in recent years, CaixaBank has made significant progress:

> Implementing a robust governance model

See section "Sustainability Governance"

> Performing an ESG risk materiality assessment, which qualitatively assesses the main impacts that ESG factors may have on "traditional" risks. The analysis includes the environmental risks not arising from climate change and, within this scope, it has focused on the vectors of impact on nature. The actions in this area are detailed in Section 10 Environment and climate - Nature. See section "Sustainability Risk Management"

  • > Definition and implementation of a process for admitting customers and transactions. See section "Sustainability Risk Management"
  • > Setting intermediate decarbonisation targets for 2030 in nine sectors: of which the following sectors have been published to date: electricity, oil and gas, phase out of coal, automotive and iron and steel. As a founding member of the Net Zero Banking Alliance (NZBA), CaixaBank is committed to becoming carbon neutral by 2050. The portfolio of corporate investments in the insurance business was also set aside for decarbonisation objectives.

See section "Climate change"

3. Minimisation and compensation of the impact of operations

The global strategy for minimising direct impacts on CaixaBank's own operations (operational footprint) is based on around 8 main pillars, defined in the 2022-2024 Environmental Management Plan. The launch of this Plan under the Sustainable Banking Plan 2022-2024 sets quantitative targets for all the years of the plan, which will allow measuring the degree of success of its implementation.

See section "Environmental Management Plan"

- Green Bonds

The issuance of green bonds forms part of CaixaBank's strategy to combat climate change and contribute to the transition towards a carbon-neutral economy. Since its first issuance in the green bond market in 2020, the Group has carried out seven green bond issuances for €6,832 million euros.

The bonds were issued within the framework of the bond issue linked to the UN Sustainable Development Goals1 , which CaixaBank approved in 2019. This is a framework aligned with the Green Bond Principles, Social Bond Principles and the Sustainability Bond Guidelines of the International Capital Market Association (ICMA).

CaixaBank has strict management and monitoring of the net proceeds, publishing an annual report on the impact of its own green bonds issued, which is verified by an independent third party.

1 Link to the website:

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionist asinversores/CaixaBank_Sustainable_Development_Goals_SDGs_Funding_Framewo rk.pdf

In February 2024, CaixaBank issued one Green Bond for €1,250 M.

The portfolio of eligible green assets consists of loans mainly intended for solar and wind renewable energy projects.

2024 GREEN BOND Issue: 9 February 2024 Type: Senior Non-Preferred Debt Nominal amount: €1,250 M Expiry: 9 February 2032 (date of early repayment 9/2/2031) Coupon: 4,125%

The funds raised from the bond issued in 2024 have been earmarked to finance projects that advance the following Sustainable Development Goals (SDGs):

The third impact report on social bonds was published in December 2023.

The report has been prepared in collaboration with an independent external consultant (Deloitte), and verified by an independent third party, with limited scope of guarantee (PwC).

1 Link to the website:

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionistasinversores/Green_Bonds_Report_Dec22.pdf 2 Link to the framework:

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionistasinversores/CaixaBank_Sustainable_Develop ment_Goals_SDGs_Funding_Framework.pdf

> GREEN BOND IMPACT

Green portfolio at 31 December 2022

> IMPACT OF FINANCING RENEWABLE ENERGIES

14,475 GWh/year 2,975,452 tCO2 e/year

→ Green energy generated financed by CaixaBank

→ Greenhouse has emissions avoided financed by CaixaBank

> IMPACT OF FINANCING OF CLEAN AND EFFICIENT TRANSPORT

247,386 tCO2e/year

→ Greenhouse has emissions avoided financed by CaixaBank

> IMPACT OF FINANCING ENERGY-EFFICIENT BUILDINGS

188 GWh/year 54,141 tCO2e/year

→ Avoided energy consumption due to CaixaBank financing

→ Greenhouse has emissions avoided financed by CaixaBank

> IMPACT OF CAIXABANK'S FINANCING

Impact on Energy1

(Green energy generation + Energy consumption avoided)

14,663 GWh/year Equivalent to annual con-

sumption in electricity from

→ 1.60 Average GWh/year per

million euros invested 3,963,085 European households

Impact on GHG emissions2

(Avoided GHG emissions)

3,276,978 tCO2e/year Equivalent to GHG

→ 358 Average of tCO2e/year per

million euros invested 729,227 passenger vehicles driven in one year

1 The impact on Energy corresponds to the sum of electricity generated by the financing of renewable energy generation assets (SDG 7) and the consumption of electricity avoided by the financing of energy-efficient buildings (SDG 9).

2 The impact of GHG emissions corresponds to the sum of the GHG emissions avoided by financing renewable energy generation assets (SDG 7), GHG emissions avoided by financing energy-efficient buildings (SDG 9) and financing clean and efficient transport (SDG 11).

> IMPACT OF FINANCING OF WASTE WATER MANAGEMENT

341.7 Mm3 /year

→ Treated wastewater financed by CaixaBank

Climate change

Alignment of the investment and credit portfolio with the Paris Agreement

Promoting the sustainable transition of companies and society is one of the three ambitions of the CaixaBank Sustainable Banking Plan 2022-2024. To achieve this objective, CaixaBank has focused, among others, on the decarbonisation of the Group's credit and investment portfolio.

CaixaBank has committed to be carbon neutral by 2050, including its credit and investment portfolio, through its commitment as a founding member of the Net Zero Banking Alliance (NZBA).Furthermore, in 2022, VidaCaixa was the first insurance company and pension fund manager in Spain to join the Net Zero Asset Owner Alliance (NZAOA) initiative. By joining this initiative, VidaCaixa is also committed to achieving net greenhouse gas emission neutrality in its investment portfolio by 2050.

Signing the NZBA represents a higher ambition with respect to the previous commitments assumed by the Company, such as the Collective Commitment to Climate Action, as it requires aligning with the target of limiting the temperature increase by 1.5ºC with respect to pre-industrial levels.

Currently, NZBA is the benchmark standard for setting decarbonisation targets in the banking sector, representing 40% of banking assets globally, and commits the Bank to setting science-based targets. However, aware that SBTi (Science Based Targets initiative) is the reference standard for the non-financial sectors, the Bank has initiatives underway to assess how to reconcile the two standards without duplicating objectives and efforts. Within the NZBA working group, led by UNEP FI and of which CaixaBank is a member, work is underway to resolve these issues and determine next steps.

In April 2021, CaixaBank signed, as a founding member, the Net Zero Banking Alliance (NZBA) promoted by the UNEP FI, by means of which it commits to achieving net zero emissions and setting intermediate decarbonisation targets. In turn, in 2022, VidaCaixa was the first insurance company and pension fund manager in Spain to join the Net Zero Asset Owner Alliance (NZAOA).

As mentioned above, the commitment "Zero Emissions by 2050" of the Net Zero Banking Alliance (NZBA) also includes the issuances of customers receiving Bank funding (credit portfolio). To accompany clients in the transition towards a more sustainable future, with specific plans and targets, CaixaBank committed to publish interim targets for the most intensive sectors indicated in the UNEP FI Guidelines for Target Setting and prioritising, among these, the most relevant in the CaixaBank portfolio.

Decarbonisation targets

The bank published its first decarbonisation targets for 2030 for the following sectors in October 2022: oil and gas and electricity. In 2023, targets have been published for the following sectors: coal, iron and steel and automotive.

Targets for the real estate, agriculture, aviation, shipbuilding, cement and aluminium sectors are scheduled to be published by April 2024.

> SETTING DECARBONISATION GOALS

Net Zero Banking Alliance (NZBA)

Emissions accounting methodologies and climate science are new areas that are rapidly evolving. The targets set by the Bank are based on existing best practice and data available when they are set. It is worth noting that the baselines for these metrics may vary, as the sources of information used and the

methodology are constantly evolving. CaixaBank is committed to maintaining its reduction ambition level even though the baselines may change. In this regard, since October 2022, CaixaBank has been working on cross-cutting methodological improvements and the quality of the data used: treatment of economic groups, risk perimeter, improvement of data quality, and the inclusion of BPI and the investment portfolio in the metrics. These changes have, in addition, a non-significant impact on the metrics, although they improve the robustness of the data.

The goals have been established for the exposure of the loan and investment portfolio of CaixaBank, S.A. and Banco BPI. With respect to the goals published in October 2022 (oil and gas and electricity sector), CaixaBank, S.A. In 2023, the exposure of the investment portfolio of CaixaBank, S.A. and the exposure of the loan and investment portfolio were included in these goals of Banco BPI, in line with the rest of the sectors.

The goals established to date within the framework of the Net Zero Banking Alliance (NZBA) account for more than 14% of total corporate finance and Project finance. However, the percentage will be increased substantially with the publication of the remaining goals (April 2024).

The sectors in which the 2030 decarbonisation goals have been defined are shown below:

Sector Scope of
emissions
Metric Base year Base year
metric
2021 2022 Reduction
target 2030
Target
metric 2030
Reduction
2022
compared to
base year
Year of
publication
Electricity 1 Physical
intensity
2020 136
kgCO2e/MWh
111kg
CO2e/MWh
118kg
CO2e/MWh
-30% 95
kgCO2e/MWh
(13)% 2022
Oil & Gas 1,2,3 Calculation of
financed
emissions
2020 9.08 Mt CO2e 7.5 Mt CO2e 7.4 Mt CO2e -23% 6.99 Mt CO2e (19)% 2022
Automotive 3 1 Physical
intensity
2022 154 g
CO2/vkm
-33% 103 g
CO2/vkm
2023
Iron and
steel
1+2 Physical
intensity
2022 1,230 Kg CO2
e/t steel
[10-20]% 1,107-984 Kg
CO2
e/t steel
2023
Coal N/A Total
exposure
2022 €2,845 M
(€213 M
considering
mitigating
factors2
)
-100% €0m 2023

1 Includes Scope 3 category 11 emissions: Use of sold productos, tank-to-wheel.

2 Mitigating factors are considered to be phase-out commitments <=2030 or only renewable financing.

The metric for the Oil & Gas sector has been redesigned compared to the one published in 2022. The criterion has been modified to be based on the risk drawn down rather than the risk granted, with the aim of avoiding the over-attribution of funded issues that results from basing it on the risk granted. This approach is consistent with the PCAF methodology of calculating funded issues and facilitates comparison with the metrics used by the majority of national and European benchmark peers, which are mostly applying this approach. The other characteristics of the metric, including the level of ambition, remain unchanged. Redesigning the metric has led to the need to re-estimate both the base year and the end point to 2030, while keeping the percentage reduction target unchanged (-23% to 2030). In that regard, the metric has been impacted by the redesign of the metric, and also by the inclusion of the BPI portfolio (0.5 MtCO2e). Consequently, the metric falls from 26.9 MtCO2e at baseline to 9.1 MtCO2e and from 20.7 MtCO2e to 7.0 MtCO2e at endpoint, considering that the reduction ambition level of 23% is maintained.

The main design features of the alignment metrics and transition plans:

The main design features of the alignment metrics, together with the transition plans, are set out below.

Since setting the first NZBA targets, CaixaBank has been actively managing its sectoral portfolios to ensure that the transition to the target is properly executed and that the committed targets are met. In this section, we highlight the reduction levers and other lines of action set out for the successful development of the sector, together with the evolution of the metrics for the electricity and oil and gas sectors.

However, given its nature, in order to achieve all the set decarbonisation targets, the Entity must leverage changes in government policies and environmental and climate regulations, as well as changes in consumer behaviour, scientific developments and new technologies, and be part of and contribute to the collective effort necessary for the transition to a net-zero emission economy.

It is worth noting that CaixaBank's vocation to accompany its customers in their transition process as a mechanism to attain the decarbonisation of the economy means that the decarbonisation trajectory of the portfolio point by point may not be linear. Nonetheless, CaixaBank seeks to achieve a downward trend in its decarbonisation curves in its management, in order to meet the target set for 2030 in a timely manner.

> ELECTRICITY SECTOR

Key design decisions

The electricity sector, together with the oil and gas sector, accounts for nearly 75% of global greenhouse gas emissions. In CaixaBank's portfolio, emissions financed for the electricity sector account for 22% of total financed emissions (scope 1+2), with only 11% of exposure, making it one of the most material sectors regarding emissions in CaixaBank's portfolio.

In line with the recommendations of the UNEP FI Guidelines for Target Setting, the emissions reduction target has been set using the portfolio's physical intensity (tCO2e/ MWh) as a metric based on the exposure granted, thus enabling better support for customers in their transition to fossil fuel-free generation.

1 Source: World Resource Institute's Climate Watch Data, 2020 data.

2023 Consolidated Management Report

Electricity sector transition plan

For CaixaBank, the ultimate goal of the decarbonisation strategy for its portfolio in the electricity sector is to guide its customers in their transition to a less emission-intensive generation mix, provided that they are committed to sustainability. This is the only way to reach a decarbonised electricity sector. CaixaBank will therefore help and encourage its customers to curb the emissions intensity of their generation mix, which will consequently lead to a fall in its own intensity metric.

The main levers for sector decarbonisation relate to the financing of renewable energies and engagement with strategic customers in order to provide them with solutions that enable them to comply with —or even accelerate— their decarbonisation plans. Furthermore, the possibility of rebalancing our portfolio towards less emission-intensive customers and, ultimately, the derisking of certain counterparties that are not committed to the transition to a low-carbon economy is also under consideration. The main lines of management to reach the decarbonisation target in the electricity sector are as follows:

Measuring and
monitoring

Calculating estimates of the emissions intensity metric
for the electricity sector with the most recent positions in
the portfolio.

Identifying the main drivers of change.
Setting intensity
limits

Forecasting the evolution of the metrics at year-end.

Setting maximum emission intensity limits for new
operations and customers.
Admission policy
and control

Involving red lines in risk admission through the
sustainability risk policy.

Reviewing and penalising new operations in the sector.
Engagement
services

Engagement with key customers: assessing and
classifying their level of alignment with sustainability
indicators, setting strategies for improvement and
offering support products and services.

The evolution of the metric is as follows:

Evolution of the electricity sector metric

The evolution of the metric in relation to the starting point, without being linear, is tendentially favourable. When assessing the evolution of the metric, it is worth considering that the target set by CaixaBank is ambitious, being already at the starting point well below the overall sector target set by the IEA's NZE 2050 scenario. Similarly, the margin for action is being limited by the complex geopolitical environment for the energy sector.

> OIL AND GAS SECTOR

Key design decisions

As stated above, the energy sectors account for the vast majority of global greenhouse gas emissions. In CaixaBank's portfolio, emissions financed for the electricity sector account for almost 9% of total financed emissions (scope 1+2), with less than 5% of exposure. Therefore, although its weight in the portfolio is lower, it is one of the most intensive sectors in terms of issues in CaixaBank's portfolio. The decarbonisation target is based on an absolute emissions metric, in line with industry expectations. Decarbonisation of the oil and gas sector is expected to be driven both by improvements in energy efficiency and by direct substitution of these fuels as input in other processes (demand effect).

Oil and gas sector transition plan

The decarbonisation capacity of the oil and gas sector differs from that of the electricity sector, which is also evident in the levers available.

The main levers for curbing absolute emissions financed focus on engagement with key customers to boost their decarbonisation plans. The gradual reduction of exposure to the most intensive activities and, ultimately, the derisking of certain counterparties that are not committed to the transition to a low-carbon economy is also under consideration.

The main lines of management to reach the decarbonisation target in the oil and gas sector are as follows:

The evolution of the metric is as follows:

Evolution of oil and gas sector metric

The evolution of the metric in relation to the starting point, without being linear, is also tendentially favourable. Similarly, the margin for action is being limited by the complex geopolitical environment for the energy sector.

> COAL SECTOR

For the coal sector, given its high emissions intensity, the target is a phase-out commitment to 2030, whereby CaixaBank will withdraw from financing companies related to thermal coal1 , reducing its exposure to zero until 2030. This kind of commitment is consistent with the anticipated disappearance of the sector.

The metric in this case does not calculate the emissions financed, but rather monitors the exposure provided by the companies. Additionally, it considers both total exposure and exposure excluding exposure with mitigating factors, i.e. companies involved in thermal coal but with phase-out commitments to 2030 or where only renewables are financed.

> AUTOMOTIVE SECTOR Key design decisions

One of the sectors prioritised by the NZBA for being CO2 intensive is the transport sector. In view of the heterogeneity of activities that comprise the sector and following best practice in target setting, it was decided to split this sector into 3 sub-sectors:automotive, aviation and maritime.

The automotive sector accounts for a substantial percentage of CaixaBank's loan portfolio and a concentration of emissions financed (approx. 15% of total emissions financed for the transport sector as a whole). Methodologies and scenarios also exist for calculating decarbonisation targets.

Following the best market practices for setting decarbonisation targets in this sector, the target is focused on the manufacturing segment, incorporating the so-called Original Equipment Manufacturers (OEMs). Scope 3 category 11 tank-to-wheel emissions, which are those produced by a vehicle when in use, are also taken into account. By far the most relevant emissions for this link in the value chain are tank-to-wheel emissions. 1 Customers whose income from

thermal coal mining and/or thermal coal-based power generation represents more than 5% of their total income.

The metric selected for this sector is an intensity metric that describes the emissions efficiency per km travelled over its lifetime by a vehicle manufactured by the OEM (gCO2/vkm), such that the focus is on financing more efficient vehicles.

> IRON AND STEEL SECTOR

Key design decisions

The Iron and Steel sector accounts for a relatively limited part of CaixaBank's loan portfolio. Nevertheless, given that this is one of the most emission-intensive sectors globally and that there are adapted methodologies and scenarios aligned with the NZBA, it was decided to set a target at this stage.

The perimeter determined for this sector comprises the Iron and Steel Manufacturing segment, including smelters and integrated groups (smelting + transformation). Smelting is the manufacturing stage that concentrates most of the emissions.

The methodology, which is aligned with market best practice and the Sustainable Steel Principles, takes into account an emissions intensity metric of Scope 1 and 2 per tonne of steel produced. In this sector, the production process is especially intensive, making emissions from the use of the final product and its upstream supply chain less relevant in comparison.

In view of the relatively low exposure in this sector and its high concentration in a few counterparties, the current technological limitations of a hard-to-abate sector and the uncertainty of methodological and scenario changes, it was decided to set a target in the form of a range. CaixaBank acknowledges the difficulty implicit in the decarbonisation of this sector, which leads it to consider a certain level of prudence in terms of the management margin for decarbonising the portfolio. Nonetheless, CaixaBank is also aware of the existence of certain levers for decarbonising its portfolio, which depend substantially on the ambition of its main customers. Through engagement and portfolio rebalancing processes, CaixaBank will pursue an intermediate target compatible with the 1.5 ºC target. Thus, the range set expresses CaixaBank's ambition, given that it incorporates, in its low range, the arrival level determined by the IEA's NZE.

> GOVERNANCE OF DECARBONISATION TARGETS

The decarbonization targets have been approved by the Board of Directors. In order to monitor these goals and their compliance, quarterly progress is presented to the Sustainability Committee. In addition, both the Management Committee and the corresponding Governing Bodies (Appointments and Sustainability Committee and Risk Committee) are informed annually of the progress of the metrics.

At operational level, weekly reviews are carried out on the Risk Management Function, Business and Climate Risk areas to review the risk proposals that fall within the scope of the goals set for the purposes of the NZBA, to assess their alignment with the goals set.

Net Zero Asset Owner Alliance (NZAOA)

As part of the Net Zero Asset Owner Alliance (NZAOA) initiative, VidaCaixa has set intermediate decarbonisation targets (to 2030) for the insurance business in 2023. These have been based on three areas:

  • Emission reduction targets in the portfolio: specifically, a cut in the carbon footprint (scopes 1 and 2) of corporate investments by at least 50% by 2030, compared to year-end 2019.

  • Climate dialogues: engaging in dialogues with at least 20 carbon-intensive companies (or those responsible for 65% of emissions in the portfolio) in order to improve their climate targets and maintain other channels of dialogue on climate issues (e.g. through leadership in partnership dialogues in the framework of the Climate Action 100+ initiative). Additionally, VidaCaixa is involved in preparing reports relevant to decarbonisation promoted by the alliance or similar.

  • Financing the transition: Taking an active role in financing the energy transition through financing instruments for climate-positive solutions, such as projects to enhance energy efficiency through green bonds or investment in thematic climate funds.

Monitoring of decarbonisation targets:

  • 1. Emission reduction targets in portfolio: VidaCaixa has several mechanisms that enable it to regularly monitor exposure to carbonintensive sectors of activity and the carbon footprint of its investments. In analysing these climate metrics and assessing the ESG quality of the companies invested in (through rating or specific material factors for each sector) and incorporating them into the investment decision-making process, VidaCaixa has made major advances in reducing the portfolio's emissions.
  • 2. Dialogues and transition financing.
    • See section Value creation model – Responsible investment

2023 Consolidated Management Report

Financed emissions

CaixaBank is measuring the emissions linked to its financing and investment1 (scope 3 of carbon footprint category 15), with a view to ascertaining the overall impact in terms of the carbon footprint of its financing activity. This information enables CaixaBank to draw up decarbonisation pathways that contribute to achieving net zero emissions by 2050, in line with the commitment of the Net Zero Banking Alliance (NZBA).

CaixaBank has taken as a reference the guidelines laid down by PCAF (Partnership for Carbon Accounting Financials) in its accounting and reporting standard "The global GHG accounting & reporting standard for the financial industry" to quantify the emissions financed by its loan portfolio at 31 December 2022.

The calculation for the loan portfolio at 31 December 2022 covers the following types of assets:

  • Mortgages

  • Commercial real estate (CRE)

  • Corporate lending

  • > Project Finance
  • Vehicle finance lending

Additionally, the financed emissions linked to the investment and corporate bond portfolio (including corporate bonds and equities) have been calculated.

Total financed emissions of the financing and investment portfolio of CaixaBank, S.A. at 31 December 2022 amounted to 70,331 ktCO2e (45,437 ktCO2e at 31 December 2021). The increase is due to the improvement in the data quality of Scope 3 emissions corresponding to the business financing category.

Calculation method

The calculation has been performed under a bottom-up approach following the methodology developed by PCAF and described in "The Global GHG Accounting and Reporting Standard for the Financial Industry":

  • emissions associated with the mortgage portfolio have been calculated using information from the energy performance certificate (actual or estimated) of the properties financed;

  • emissions associated with the remaining financing and investment portfolio have been calculated from carbon footprint information (scope 1, 2 and 3) reported by the financed companies/projects, or from sectoral proxies.

In all cases, the allocation of emissions financed by CaixaBank has been carried out based on the allocation factor defined by the PCAF according to each type of asset and the best data available in each case.

1 Financed issues have been calculated for CaixaBank, S.A.'s financing and investment portfolio.

> GHG EMISSIONS FROM THE FINANCING AND PORTFOLIO - FINANCIAL YEAR 2022

Outlook by type of asset Exposure Absolute emissions Economic intensity
Total exposure (€m) % of calculated amount S1+2 (ktCO2e) S3 (ktCO2e) Emission intensity S1+2 (tCO2e/€m)
CRE 6,231 91.1
%
102 18
Mortgages 119,467 99.9
%
2,796 23
Business funding 137,595 81.4
%
13,664 51,901 122
Car loans 5,407 94.9
%
1,411 275
Equity1 718 99.4
%
6 21 8
Fixed Income 18,336 98.7
%
203 228 11
Total 287,754 18,182 52,150
Vision by sector (business
financing)
Exposure Absolute emissions Economic intensity
Total exposure (€m) % Calculated exposure S1+2 (ktCO2e) S3 (ktCO2e) Emission intensity S1+2 (tCO2e/€m)
Oil & Gas 6,301 74.5
%
1,251 9,287 267
Energy 15,677 95.0
%
2,594 5,833 174
Transport 18,835 80.0
%
2,518 6,492 167
Real Estate 19,684 77.8
%
824 1,596 54
Cement 287 87.7
%
591 59 2,351
Iron and Steel 2,055 92.5
%
570 866 300
Agriculture (including farming) 4,000 84.7
%
1,295 705 382
Aluminium 507 79.3
%
82 254 204
Coal 4 98.3
%
11 5 3,046
Other non-intensive sectors 70,247 79.9
%
3,928 26,804 70
Total 137,595 13,664 51,901
Vision by geographical area Exposure Absolute emissions Economic intensity
Total exposure (€m)
% Calculated exposure
S1+2 (ktCO2e) S3 (ktCO2e) Emission intensity S1+2 (tCO2e/€m)
Spain 250,488 95.5
%
15,134 38,834 63
Europe 23,368 67.6
%
1,232 10,107 78
Rest of the world 13,898 42.6
%
1,815 3,209 307
Total 287,754 18,181 52,150

1 Does not include investments or trading book.

> CONSIDERATIONS

2023 Consolidated Management Report

  • The calculation has been performed under an operational control approach following the methodology developed by PCAF and described in "The Global GHG Accounting and Reporting Standard for the Financial Industry (Part A). Second Edition".

  • Information on issues and financial data of the companies that make up CaixaBank, S.A.'s portfolio corresponds to the end of the financial year 2022. Similarly, the emission intensity factors (tCO2e/MM€ turnover) used correspond to those published by PCAF at December 2022.

  • Business financing (non-financial corporations): Includes loans for general corporate purposes (includes SMEs) and project finance.

  • The company value calculation for the Corporate Financing and Fixed Income categories is the sum of equity and debt, (book value) for both listed and unlisted companies.

  • Mortgages and CRE: The emissions have been calculated taking into account:

    • Energy Performance Certificate (EPC) of the property;

    • Emission intensity information (by type of property and geographical location) published by the Spanish Institute for Energy Diversification and Saving (Instituto para la Diversificación y Ahorro de la Energía) and CRREM (factors updated in September 2023).

  • Scope 3 was calculated for all sectors comprising CaixaBank's portfolio. In view of the high risk of double counting of emissions for calculating Scope 3, only the intensity of emissions per million euros is reported for Scope 1+2.

  • Exclusions: Funded issues have not been calculated for assets with insufficient data, and exposure to credit institutions and sovereign risk are not part of the perimeter.

GHG emissions of the financing and investment portfolio of CaixaBank, S.A for 2022 have been verified by the external auditor (PwC)1

1 Limited assurance conducted in accordance with the International Standard on Assurance Engagements for Greenhouse Gas Declarations 3410 (NIEA 3410).

2 For further details, see Global GHG Accounting and reporting Standard for the Financial Industry: https://carbonaccountingfinancials.com/standard.

3 Corresponds only to Scope 1.

PCAF methodology score

-

PCAF establishes a ranking of the quality of the data used in the calculations of funded emissions2 , with a score of 1 for the highest quality data and a score of 5 for the lowest quality data.

The data quality score by asset type according to PCAF is as follows:

Nature

Biodiversity and ecosystems are critical to the planet, the economy and social well-being. As such, their degradation and loss, as well as resource scarcity and associated impacts, threaten the livelihoods of society at large.

One of the vectors of direct impact on nature is climate change and, as a consequence, protecting nature and curbing global warming are complementary objectives.

For financial institutions, the main impacts, risks and opportunities related to nature come mainly from their value chain. It is worth noting that their identification, assessment and management for the financial sector is a complex and developing field, given that there are no homogeneous and robust standards and measurement methods, nor are there tools with disaggregated and comparable quantitative data. Accordingly, CaixaBank deems it necessary to work collaboratively with other economic actors and agents with a view to making joint progress.

In that regard, in recent years CaixaBank has undertaken initiatives to lessen the negative impact on nature, to preserve it and to contribute to strengthening biodiversity and ecosystems, including:

  • It has been a signatory to the Equator Principles since 2007, and as such takes environmental aspects into account when evaluating investment projects.

  • It has in place a Corporate policy on sustainability/ESG risk management

  • It takes into account the main adverse impacts of its investment decisions, following the United Nations Principles for Responsible Investment and the policies for integrating sustainability risks into investment management.

  • It raises funds by issuing green bonds, 7 since 2020, channelling them towards projects that foster investment in water-related projects (SDG 6) or sustainable consumption and production (SDG 12).

1Website:https://www.caixabank.com/deployedfiles/caixabank\_com/Estaticos/PDFs/Sostenibilidad/Declaracion\_sobre\_naturaleza.pdf

Furthermore, with regard to climate change, CaixaBank has set a 2050 decarbonisation target for the loan and investment portfolio linked to the banking business and for corporate investments in the insurance business, among other actions.

Nonetheless, given that CaixaBank aspires to be a benchmark in sustainable banking, it is committed to making progress in managing risks related to nature; directing capital flows towards purposes that are compatible with the conservation, restoration and sustainable use of nature; and integrating nature into decision-making.

Declaration on nature

On the basis of this commitment, in February 2024 the CaixaBank Board of Directors approved a Declaration on Nature1 , which lays out the main lines of action to be taken in the forthcoming years.

01 Risk impact, dependencies and
materiality assessment (portfolio
focus)
05 Staff training (focus on
specialised teams)
02 Consideration of nature in
sustainability risk management
06 Active dialogue with
stakeholders (such as issuers,
regulator, customers)
03 Customer support (business
solutions and engagement)
07 Participation in collaborative
initiatives
04 Integration in operational impact
management (waste
management, plastics, water
consumption, etc.)
08 Transparency and reporting

Main actions in 2023

Throughout 2023, CaixaBank worked in several different fields to further its commitment to nature:

01. Assessment and measurement of impacts, dependencies and risks:

  • A materiality analysis was conducted on sustainability risks, which qualitatively assesses the key impacts that ESG factors may have on "traditional" risks for the various credit portfolios of CaixaBank, S. A. In this exercise, the analysis has included greater detail on environmental risks not arising from climate change and has focused on the vectors of impact on nature (loss of biodiversity, deforestation, water stress, pollutant emissions, etc.).
  • → Framed within the Banking for impact working group, a pilot project has been carried out jointly with European financial institutions to measure and monetise the negative impacts on biodiversity of the SMEs and corporates financing portfolio, using a top-down approach and taking considering the different NACEs.
  • → In the last quarter, it launched a project, based on UNEPFI's ENCORE tool, the Science Based Targets Network materiality matrix and internal data, to evaluate the sectors and customers with the greatest potential impact on nature, also assessing their most immediate value chain.

02. Participation in multi-sector and peer forums and task forces, both general in the field of sustainability and specific to nature, in order to further progress in this area and share best practices.

  • → In 2023, having started in 2022, CaixaBank was involved in a pilot project launched by the Taskforce on Nature-related Financial Disclosures (TNFD) and coordinated by UNEP FI, in which the draft TNFD framework was worked on.
  • Involvement in knowledge dissemination forums such as the PRB Biodiversity Community in the framework of UNEPFI and the TNFD Forum of the Task Force on Nature-Related Financial Disclosures.

03. Inclusion of nature in the risk admission criteria:

The Corporate Sustainability/ ESG Risk Management Policy lays down restrictions and exclusions for certain customers and sector activities that may have a negative environmental (including climate) impact. It includes, along these lines, restrictions linked to particularly sensitive areas, among others. In 2023, a review of this policy was started with the goal, among others, of explaining the aspects in terms of nature considered in the assessment of customers and operations, as well as incorporating a new exclusion relating to companies involved in deforestation and forest degradation.

04. Business opportunities and sustainable mobilisation:

  • → CaixaBank has joined Nactiva, a platform for protecting and regenerating natural capital.
  • → The EmprendedorXXI awards, which it sponsors through DayOne and which are co-sponsored with Enisa in Spain and Banco BPI in Portugal, foster innovation in fields such as the conservation of the planet, the preservation of natural resources and sustainable agriculture.
  • → CaixaBank has incorporated targets linked to water management into its framework of sustainable financing and sustainable bond issues. In that regard, the mobilisation of sustainable finance, which has amounted to €50,813 million in the 2022-2023 period, also incorporates operations related to nature, such as Green loans/SLL or SI impact funds. In addition, in recent years CaixaBank has issued green bonds, the eligible portfolio of which includes projects associated with the SDGs 6 and 12.

05. Involvement and dialogue:

The field of nature is being progressively onboarded into the dialogue with stakeholders with a view to fostering transparency and active management in this area, as well as raising their awareness.

→ A pilot project has been launched, which will continue in 2024, for dialogue sessions with customers in the Corporate Banking segment. The sessions, which are centred on the agriculture and livestock, transport and chemical sectors, tackle the main challenges and opportunities in terms of

sustainability and also include issues relating to the vectors of direct pressure on nature (pollutant emissions, plastic use, water stress, etc.).

  • → The plan for involvement with emitters includes climate change as one of the priority issues for dialogue and active voting. Nature has also been addressed through dialogues:
    • Accession to collaborative initiatives: in 2023, VidaCaixa and CaixaBank Asset Management adhered as endorsers to the Spring initiative, promoted by PRI, which seeks to contribute to the goals of the Kunming-Montreal World Biodiversity Framework. The initiative will focus in a first phase on deforestation and soil degradation, and it will promote the harmonisation and compliance of policies that have a positive impact on nature through dialogues with political entities and companies.

    • Dialogue with data providers to advance in the availability and quality of the available data on counterparties.

06. Integration into the environmental management plan:

This plan, which is geared towards CaixaBank's operational management, includes lines of action relating to climate change, but also addresses the environmental impact of other vectors, such as waste management, water consumption and pollutant emissions, with a view to minimising them as far as possible.

  • → The Entity conducts reforestation projects in burnt areas as part of its strategy to offset greenhouse gas emissions.

Similarly and recurrently, the Company carries out actions, and it carries out annual calls to support projects aimed at protecting and restoring natural heritage, through the protection of biodiversity and water, environmental innovation and the fight against depopulation.

During the year, an internal roadmap has also been drawn up for 2024 with the goal of continuing to make progress in these and other lines of action, prioritising the most material areas for its activity.

> 2024 ROAD MAP

This roadmap places special focus on:

Identifying the priority sectors of activity and vectors of pressure on nature for CaixaBank, based on their exposure, impacts, risks and potential opportunities, with a view to focusing its actions on these.

Bolstering internal knowledge in this field, particularly in the teams most directly related to sustainability, business and risks, through training initiatives and participation in external forums and working groups.

Furthering the inclusion of nature in existing sustainability policies, both in the more global policies and in the Sustainability/ ESG Risk Management Policy or the sustainable financing framework.

Upholding nature as one of the areas included in the active dialogue processes with stakeholders, particularly with customers and issuers.

Seeking out new business opportunities related to the protection and enhancement of nature.

Making progress in identifying and, where possible, obtaining data from external counterparties and databases necessary to further the assessment and management of risks and opportunities.

Similarly, during 2024, within the framework of the process of defining the Sustainable Banking Plan for the period 2025-2027, work will also be undertaken to encompass the area of nature among the initiatives envisaged in the new Plan.

Environmental management plan

CaixaBank, carries out its activity while protecting our environment. That is why CaixaBank develops and applies environmental best practices in accordance with the Sustainability Business Principles.

With the aim of reducing its environmental impact, CaixaBank has an Environmental Management Plan 2022-2024, which includes impact reduction targets based on innovation and efficiency, focusing on reducing emissions from its own activity and that of its value chain.

-

Environmental Management Plan 2022-2024

Target Scope

  • → To reduce the impact of the activity itself*
  • → Participation of 16 Group subsidiaries

(*) These companies represent 99.4% of total CaixaBank Group employees.

Action plan

Action areas More than 200 projects

01

Governance in Environmental Management at Group level

8 27 initiatives

02

Carbon Footprint mitigation strategy

03

Environmentalisation of procurement and contracts

04

Environmentalisation of sales of non-financial products

05

→ Commitment to the circular economy.

06

→ Sustainable Mobility

07

→ Promotion of efficiency

08

Renewal of voluntary certifications and extension of scope

The 2022-2024 Environmental Management Plan sets quantitative targets1 for all the years of the plan, aligned with the climate strategy and focused on the reduction of direct impacts:

Target Indicators 2022 2022 2023 2023 2024
target actual target actual target
Scope 1 (vs 20212
)
-7% -10% -10% -
21%
-15%
Scope 2 (MARKET-BASED) (vs 2021) -100% -100% -100% -100% -100%
Minimising
and offsetting the
Scope 3 operational perimeter calculated 20213 -
12%
-38% -15% -35% -
18%
carbon footprint Global CO2
emissions reduced (vs 2021)
-
12.9%
-
32.0%
-
16.0%
-
33.0%
-
19.0%
Carbon Neutral4
. CO2
emissions offset: Scopes 1, 2 and 3.6
(corporate trips)
100% 100% 100% 100% 100%
Consumption of 100%
renewable energy
Renewable energy consumption 100% 100% 100% 100% 100%
Reduction of paper
consumption/waste
Reduction of paper consumption (vs 2021) -8.0% -34.6% -
12.0%
-27.7% -
15.0%
Implementation of energy
efficiency measures
Savings in energy consumption (vs 2021) -
6.0%
-14.1% -8.0% -22.8% -
10.0%
Renewal of certifications and
extension of the perimeter
Environmental certifications in main buildings (vs 11
certifications 20215
)
2 2 3 3 4

1 The targets related to reducing emissions in scopes 1 and 2, the Carbon Neutral target, 100% renewable energy consumption and its reduction and the number of certifications take into account the entire Group (including 16 subsidiaries) and scope 3 and the reduction in paper consumption are limited to CaixaBank, S.A.

2 For the calculation of the scope 1 target, CaixaBank's cooling gas emissions data take the average for the period 2019-2021 as the baseline year.

3 The scope 3 (operational) target was calculated by taking into consideration the calculation perimeter prior to the rescaled operational carbon footprint, including various scope 3 categories irrespective of which are material. The corporate travel issuance data, included in this target pertain to CaixaBank, S.A. and take as the baseline year 2019 (prior to COVID-19 restrictions).

4 The carbon neutral perimeter includes the CaixaBank Group's scopes 1, 2 and 3.6 (corporate travel). Emissions that could not be avoided, and offset them by purchasing credits on the voluntary emissions offset market, as explained in the section Carbon footprint mitigation strategy.

5 In 2022 CaixaBank sold the certified building located at Paseo de la Castellana 51, transferring most of its employees to the building at Castellana 189, which is also ISO 14001 certified. The baseline data on which we assess the targets has changed to 10 certifications on which two new buildings belonging to BPI were added in 2022 and a third belonging thereto in 2023.

2023 Consolidated Management Report

The Environmental Management Plan is based on the abovementioned 8 lines of action. During 2023, the following actions have been undertaken in order to make progress towards each of these targets:

Governance in Environmental Management at Group level

CaixaBank has driven the implementation of an Environmental Management Action Plan for each of the Group's companies:

Characteristics of the Plan:

Mandatory requirements

→ All the Environmental Management Action Plans of the Group companies must fulfil certain mandatory requirements such as: using recycled paper or the implementing selective collection.

Implementing environmental management indicators

→ All Group companies work with environmental management indicators for measuring their impact and being able to assess the effectiveness of the projects implemented. They will also be used to set quantitative targets for curbing environmental impact.

Creating an Environmental Management Monitoring Group for the Group

Carbon footprint mitigation strategy

The carbon footprint mitigation strategy is centred upon the following phases: Calculation, reduction and offsetting.

Calculating your carbon footprint

→ Since 2009, CaixaBank carries out an annual inventory of greenhouse gas (GHG) emissions generated as a result of its corporate activity, to calculate its carbon footprint and establish measures aimed at progressively reducing it

CO2 emissions reduction

→ Through the introduction of technological improvements and good environmental practices

Renewable energy consumption

→ 100% renewable certificate

Offsetting emissions that could not be avoided

→ Both in corporate buildings and throughout the commercial network (scopes 1, 2 and 3.6)

Calculating the Carbon Footprint

The CaixaBank Group calculates its carbon footprint with a view to identifying areas of action and setting up an action plan with initiatives designed to progressively reduce it. The emissions considered within each of the CaixaBank Group's scopes are:

  • Scope 1: direct emissions from the combustion facilities of the Group's own buildings, fuel for the vehicle fleet and refrigerant gases.

  • Scope 2: indirect emissions relating to the production of electricity, purchased and consumed by the Group's buildings.

  • Scope 3: includes other indirect emissions. The CaixaBank Group includes categories 3.1 Purchase of goods and services, 3.2 Purchase of capital goods, 3.3 Fuel and energy-related activities, and 3.6 Corporate travel, which are the categories identified as material in the materiality analysis of Scope 3 categories of the carbon footprint.

    • Materiality analysis Scope 3 categories

In 2022, the Group performed a materiality analysis with the goal of determining the relevance of indirect GHG emissions categories (scope 3), in order to determine the operational limits to be included in the Group's carbon footprint in the forthcoming years.

The scope of the materiality analysis comprised 16 Group companies representing 99.4% of CaixaBank Group employees.

The analysis shows that the sole relevant category in this scope, with a weight of 99% of total Scope 3 emissions, is category 3.15, which corresponds to financed emissions. See section "Financed emissions"

However, the following categories were also defined as material, taking into account both their associated emissions volume and the possibilities to influence their control and reduction.

  • 3.1 Purchase of goods and services

  • 3.2 Purchase of capital goods

  • 3.3 Fuel and energy-related activities

  • 3.6 Corporate travel

On the basis of the conclusions of the materiality analysis, a new perimeter was defined for calculating the operational carbon footprint that includes all the emissions of the categories defined as material for the entire Group1 , excluding those that are not.

In that regard, the reduction targets for the period 2022-2024 were set for 2021, taking into account the scope prior to the materiality analysis. Thus, in order to assess the degree of compliance with the targets of the 2022-2024 Environmental Management Plan, the calculation of the Operational Carbon Footprint must be taken into account with the old perimeter.

Both scope 1 and 2 emissions and scope 3 emissions are calculated by taking into account the GHG Protocol standard established by the WRI (World Resources Institute) and the WBCSD (World Business Council for Sustainable Development).

In the case of categories 3.1 Purchases of goods and services and 3.2 Purchases capital goods, 80% of the amount of the global statement of all the Bank's operating expenses and investments has been taken as a baseline, considerably broadening the items included in these categories with respect to the old calculation perimeter.

The emission factors used to calculate these categories in 2023 have been obtained from public information from the suppliers themselves or, where not available, emission intensities from DEFRA's input-output (IO) database, which are classified by economic sector, have been used.

With the aim of improving the accuracy of the 2024 emissions and defining more precisely the reduction targets for these categories, CaixaBank has begun an engagement project with the most relevant suppliers to obtain information on their carbon footprint. In this regard, CaixaBank will ask them to report:

  • Carbon footprint

  • The carbon footprint reduction targets

  • Details of the offsets of non-avoided emissions they carry out

This project, currently underway, will help in the accuracy of calculating emissions in categories 3.1 and 3.2 in 2024 and will provide additional information for setting and monitoring emission reduction targets. On this basis, it was considered appropriate not to set new emission reduction targets for these categories until the additional information established by this new methodology is available. Therefore, Scope 3 targets are maintained under the old calculation perimeter for 2024, which is when the current Environmental Management Plan ends.

1 Indicating 99.4% of the Group's total workers.

> CAIXABANK GROUP OPERATIONAL CARBON FOOTPRINT (TCO2 EQ)

2023 2022 2021
Item Source CaixaBank S.A. CaixaBank Group CaixaBank S.A. CaixaBank Group CaixaBank S.A. CaixaBank Group
Gas oil C 290.82 467.92 326.46 415.48 682.61 817.43
Combustion in fixed sources Boilers or emergency
equipment
Natural gas 621.62 654.55 791.13 892.75 970.07 1,017.72
Scope 1 Propane gas 3.56 3.56
Combustion in mobile sources Rental vehicles 395.90 3,858.33 960.40 4,161.52 1,291.95 4,096.07
Cooling gas leaks Cooling gases 3,376.72 3,438.98 3,548.13 4,106.54 2,818.00 3,326.17
Market-based method 374.17 1,153.55
Scope 2 Location-based method 21,082.12 29,383.94 31,994.66 42,670.71 32,784.12 43,978.80
Electricity self-consumption
3.1 Purchase of goods and
services
OPEX 63,566.73 158,000.89 51,980.66 128,005.67 59,185.22 146,723.85
Scope 3 3.2 Capital goods CAPEX 43,338.53 46,755.71 50,164.90 60,810.78 36,448.54 45,841.97
3.3 Fuel and activities Electricity and fuel value chain and
transmission
3,996.56 6,142.58 4,584.67 6,715.65 6,358.27 8,829.47
3.6 Travel Aeroplane, train, cars and hotels 9,006.43 10,964.72 5,809.91 6,794.80 4,473.40 5,038.83
Scope 1 4,688.62 8,423.34 5,626.12 9,576.29 5,762.63 9,257.38
Scope 2 (market-based) 374.17 1,153.55
Scope 2 (location-based) 21,082.12 29,383.94 31,994.66 42,670.71 32,784.12 43,978.80
Total (Current Perimeter) Scope 3 221,863.91 112,540.14 202,326.90 106,465.44 206,434.11
Total (Market-based) 124,596.86 230,287.25 118,166.26 211,903.19 112,602.24 216,845.05
Total (Location-based) 259,671.20 150,160.92 254,573.90 145,012.20 259,670.30
Total per employee (Market-based) 3.45 5.18 3.22 4.80 2.64 4.37
Mains water 162.38 162.38 153.31 153.31 195.14 195.14
3.1 Purchase of goods and A4 paper 1,649.59 1,649.59 2,054.94 2,054.94 3,105.14 3,105.14
services Other paper 2,346.78 2,346.78 3,489.20 3,489.20 4,126.67 4,126.67
Scope 3 Other goods (toner, vinyl and cards) 575.03 575.03 647.63 647.63 824.34 824.34
(Former
Perimeter)1
3.2 Capital goods Towers, laptops, monitors and
keyboards
979.45 979.45 1,440.47 1,440.47 3,946.41 3,946.41
3.3 Fuel and activities Value chain and transmission of non
renewable electricity
0.00 0.00 122.64 122.64
3.4 Waste generation Toner and IT support 1,436.76 1,436.76 1,783.20 1,783.20 1,359.62 1,359.62
3.5 Corporate travel Aeroplane, train, cars 8,826.88 8,826.88 5,689.98 5,689.98 4,094.93 4,094.93
Total (Former Perimeter) Scope 1 4,688.62 8,423.34 5,626.12 9,576.29 5,762.63 9,257.38
Scope 2 (market-based) 374.17 1,153.55
Scope 2 (location-based) 21,082.12 29,383.94 31,994.66 42,670.71 32,784.12 43,978.80
Scope 3 15,976.88 15,976.88 15,258.72 15,258.72 17,774.90 17,774.90
Total (Market-based) 20,665.49 24,400.22 20,884.84 24,835.02 23,911.70 28,185.83
Total (Location-based) 41,747.61 53,784.16 52,879.50 67,505.72 56,321.65 71,011.08
Total per employee (Market-based) 0.57 0.55 0.57 0.56 0.56 0.57

* The Operational Carbon Footprint data presented in the 2021 Consolidated Management Report included the sum of the historical calculation perimeters of CaixaBank and Bankia, which were not the same. This data has been recalculated with respect to the publication of the 2021Consolidated Management Report in order to unify this perimeter and to be able to compare emissions in 2021, 2022 and 2023, as well as the achievement of the targets set.

1 The calculation of Scope 3 for the old perimeter is only calculated for CaixaBank, S.A.

> OPERATIONAL CARBON FOOTPRINT OLD PERIMETER (T CO2 EQ)

As part of the Environmental Management Plan, the CaixaBank Group has undertaken to neutralise the carbon footprint (Carbon Neutral) of its own activity for Scope 1, 2 and for category 3.6 corporate travel of Scope 3. To achieve this goal, measures have been implemented to reduce own emissions as well as to offset emissions that could not be avoided.

In 20231 a qualitative leap has been made with regard to the offsetting of these emissions, reaching 75% of the offsetting in reforestation projects (50% in projects in Spain) compared to 25% in renewable energy implementation projects, all of them with very recent vintage. The projects chosen to offset 2023 emissions were:

  • 25% of the tonnes offset in the Land Fill Gas Pichacay project in Ecuador. Group I of the Oxford Principles (avoided emissions). Vintage 2020. VCS Verification Standard

  • 25% in the Vichada Aforestation Reforestation project in Colombia. Group IV of the Oxford Principles (emissions removals). Vintage 2018+. VCS Verification Standard

  • > 50% of the tonnes offset in reforestation projects in Spain (Pontevedra and Palencia). Type IV (emissions absorption). Vintage 2021 and 2022. MITECO Verification Standard

CaixaBank also has two CO2 absorption projects of its own, reforesting burnt areas on the Montserrat mountain in Barcelona and in the town of Ejulve in Teruel.

Environmentalisation of procurement and contracts

By incorporating environmental criteria into the purchase of products and contracting of services, we extend our commitment to the suppliers and encourage them to adopt measures that minimise their activities' environmental impact.

In 2023, we further developed the Entity's Environmental Procurement Plan by defining new green procurement and contracting sheets and initiating the incorporation of compliance with these criteria into our supplier audits.

Introducing the new mandatory Carbon Footprint questionnaire for the most important suppliers will provide us with more data on the real impact of our purchasing and contracting and will serve as a basis for setting targets to cut our indirect emissions.

See section "Suppliers"

Waste and commitment to the circular economy

Waste generation is becoming a serious global problem. This is why CaixaBank considers good waste management to be essential, as well as the transition from linear consumption practices to circular consumption, with the aim of minimising its Scope 3 emissions in the Carbon Footprint.

The main activities carried out by CaixaBank are as follows:

  • Selective collection allows for waste to be recovered and recycled.

  • In corporate buildings, waste is accounted for and managed by authorised managers. These buildings' cafeterias are free of single-use plastic.

  • Throughout the branch network, municipal selective collection containers are employed for non-hazardous waste (paper, plastic, organic and other), and the hazardous waste is managed by authorised managers through maintenance companies (bulbs, cooling gases, electronic waste, toner, etc.).

  • CaixaBank launches regular awareness campaigns for staff to reduce waste generation.

  • Collection of obsolete cards in the branch network for subsequent recycling.

  • 100% of the cards sold are made from recycled PVC and biodegradable material.

1 The offset project in which it was indicated that 50% of emissions were offset by 2022 (VCS Improvement of Agroforestry Practices in India. V 2018–2020 from Group IV of the Oxford Principles) ultimately replaced by the VCS Afforestation Forestry Project in Colombia. V 2018+ from Group IV of the Oxford Principles (removal), the latter of which is ready for verification by VERRA, which has already been resolved.

2023 Consolidated Management Report

  • CaixaBank has ReUtilízame (ReUseme), a programme that encourages companies to donate surplus materials in good condition to NGOs. The programme is open to customers and, in 2023, 44,457 items were donated, 28 companies participated and 152 NGOs benefited.

  • The waste data taken into consideration for the calculation of the CaixaBank S.A.'s carbon footprint are shown in the table below:

> WASTE1
2021 2022 2023
TONER CARTRIDGES (kg) 42,337 38,040 34,693
IT SUPPORT (tonnes) 1,262 984 855

Boost in sustainable mobility

In 2023, a new internal multidisciplinary working group was formed in order to tackle the need to cut our emissions associated with corporate travel (Sustainable Mobility Group), but CaixaBank's Sustainable Mobility Plan includes both internal (corporate travel) and external (personal travel by employees, customers and suppliers) dimensions, incorporating a 360-degree vision on the inclusion of measures to curb the impact of travel needs. Here are some of the measures implemented in the Company:

  • Deployment of remote work tools and online communication options with customers, which reduce the number of physical journeys.

  • Electric vehicle charging points and private bicycle parking in several corporate centres have been installed.

  • Reduction of the fleet of own vehicles and transition to hybrid cars.

  • Delivery of packages in the last mile using an electric scooter.

  • Inclusion of environmental criteria for reducing the impact associated with mobility in events and trips.

  • In 2023, CaixaBank submitted to Barcelona's Metropolitan Transport Authority the renewal of the company's Travel Plan corresponding to the Building on Avenida Diagonal 621.

> SCOPE OF THE SUSTAINABLE MOBILITY PLAN

1 CaixaBank, S.A. data

2023 Consolidated Management Report

Promotion of efficiency

CaixaBank seeks to improve the energy efficiency of all its buildings, implementing energy-saving measures, together with other efficiency measures regarding other consumption with an environmental impact, such as water and paper.

Energy

In recent years, several initiatives at Group level have been implemented to reduce energy consumption, thus contributing to the reduction of Scope 2 emissions in the Carbon Footprint:

  • In recent years, several initiatives have been implemented to reduce consumption in the branch network, based on the savings potential: Replacing fluorescent lights with LED lighting, replacing HVAC equipment with more efficient equipment, presence sensors and automatic light shutoff, single shut-off switches associated with the alarm connection, replacement of computer equipment, etc.

  • The two Data Processing Centres (DPCs) have LEED certification, with the silver and gold category, respectively.

  • In 2023, 21 diesel tanks were removed from the branch network, replacing the existing air conditioning equipment with heat pumps.

  • In 2023, CaixaBank Group energy consumption fell by 22.77% compared to 2021 (-26.73% if we look exclusively at CaixaBank, S.A.). This reduction was the result of the energy management and saving measures implemented and the synergies derived from the merger, as well as the changes in climate and lighting due to Royal Decree-Law 14/2022 on energy saving and efficiency measures.

€1,130

→ Remote managed branches

29

→ Monitored and/or remotely managed buildings

100%

→ Of the electricity consumed is of certified renewable energy origin 100% in 2022

- 22.7%

→ Reduction in electricity consumption compared to 2021

> ELECTRICITY CONSUMPTION (MWh)

1,071

→ Branches monitored

Paper

In recent years, several initiatives at Group level have been implemented to reduce paper consumption1 :

  • The digitisation project allows digital signatures for 100% of processes.

  • ATMs allow for deposits without an envelope and offer the option to view information on-screen and not print a receipt.

  • Invoicing is done electronically.

  • CaixaBank S.A. has reduced paper consumption associated with sending communications to customers by 31.3% compared to 2021.

  • Reduction of 27.65% in A4 paper consumption in corporate buildings and branches of CaixaBank, S.A. compared to 2021.

  • Reduction and centralisation of printers in multifunctional teams with a user identification system.

  • Commitment to the preferential use of recycled paper, which at CaixaBank S.A. accounts for 98% of consumption.

  • Publications are produced on paper with FSC and PEFC certificates.

> PAPER CONSUMPTION (A4)

(tonnes)

2021 2022 2023
Paper consumption (T) 1,246 815 902
Paper consumption per
employee
0.03 0.02 0.02

* CaixaBank, S.A. data

1 The initiatives to reduce the consumption of paper and water have been widely implemented at the Group level, in spite of only having quantitative data of CaixaBank, S.A.

Water

  • The consumed water comes from the supply network, and it is mostly used for sanitary purposes, which does not allow it to be reused and, therefore, its relevance as an environmental vector is relative. However, measures to reduce water consumption have been implemented, e.g. traditional taps have been replaced by taps with interrupted flow and toilet cisterns have been replaced by others with smaller capacity and a double flush button.

  • In unique buildings, the best technologies have been introduced to optimise water consumption associated with the refrigeration processes: Data Processing Centres use free cooling technology, which uses no water, and in the Barcelona corporate centre, the evaporative cooling towers have been replaced with adiabatic towers, with much lower water consumption.

  • In 2023, 421,769m3 of water were consumed, a 16.8% drop in consumption when compared to 2021.

> WATER CONSUMPTION (M3

2021 2022 2023
Water consumption (m3
)
506,848 398,206 421,769
Water consumption per
employee
11.89 10.84 11.69

)

* CaixaBank, S.A. data

Renewal and extension of certifications

The reduction of emissions is achieved by implementing environmental efficiency measures, monitoring the indicators and implementing an Energy and Environmental Management System in accordance with the requirements established in standards ISO 14001 and ISO 50001 and in the European EMAS regulation, which enables us to perform our activity considering the environment's protection.

CaixaBank S.A. has 5 ISO 14001 certified buildings, 1 ISO 50001 certified building and 1 building certified under the EMAs Regulation, as well as the Environmental Quality Mark in all the branches of the network in Catalonia, so that approximately 30% of the workforce is working in certified buildings or offices. In addition, other Group companies, such as CaixaBank Facilities Management and CaixaBank Tech, also have Environmental Management Systems certified under the ISO 14001 umbrella, and it is worth noting that in 2023 BPI extended the same certification to one more centre, bringing the total number of certified buildings to 4.

11. NFIS

  • Law 11/2018 and Taxonomy Regulation, Table of contents [PAGE470

  • Taxonomy Regulation (EU) 2020/852 and Delegated Acts [PAGE477

  • Global Reporting Initiative (GRI) [PAGE 555

  • Sustainability Accounting Standards Board (SASB) [PAGE 566

  • Task Force on Climate-related Financial Disclosures (TCFD) [PAGE 570

  • United Nations Environment Programme Finance Initiative (UNEPFI) [PAGE 576

  • Sustainable Development Goals [PAGE614

Law 11/2018 and Taxonomy Regulation, table of contents

In accordance with the provisions of Law 11/2018 of 28 December on non-financial information and diversity, CaixaBank presents in the Statement of Non-Financial Information, among other matters, the information necessary to understand the evolution, results and situation of the Group, and the impact of its activity with respect to environmental and social issues, respect for human rights and the fight against corruption and bribery, as well as in relation to staff. The following shows the content requirements to be disclosed as specified in the Act and their agreement with the contents of the 2023 Consolidated Management Report.

Law 11/2018, of 28 December Section or sub-section of the 2023 CMR index / Direct response GRI indicator equivalence*
Description of the business model and strategy
Description of the business model "Business Model" section of the 2023 Consolidated Management Report (CMR 2023) P.
204
11
GRI 2-1 / GRI 2-6
"Presentation of the CaixaBank Group" section CMR 2023 P.
Note 1.1 to the 2023 Consolidated financial statements (CAA 2023)
"Environment" section CMR 2023 P.
23
Business environment and markets in which the Group
operates
"Business Model" section CMR 2023 P.
204
GRI 2-6
Note 8 CFS 2023
Organisation and structure "Glossary and Group structure" section of CMR 2023 P.
619
Note 8 CFS 2023 GRI 2-1 / GRI 2-2
Objectives and strategies "Strategy" section CMR 2023 P.
44
GRI 3
Main factors and trends that can affect future evolution "Environment" section CMR 2023 P.
23
GRI 2-6
Description of the policies applied to the Group, which will
include due diligence procedures applied to identify, assess,
prevent and mitigate significant risks and implications, and
control and verification procedures, including any measures
adopted
"Risk Management" CMR 2023 P.
177
GRI 3 / GRI 2-23
"Ethical and Responsible Behaviour" section CMR 2023 P.
150
"Sustainability governance" section CMR 2023 P.
142
The results of the policies, including key indicators that
allow for progress to be monitored and assessed
"Risk Management" CMR 2023 P.
177
Similarly, the specific indicators for each non-financial area are detailed below in
the successive sections of this table.
GRI 3 / GRI 2-24
The main short, medium and long-term risks associated
with the group's activities. These include, inter alia, trade
relations, products or services that can have negative effects
in these areas
"Risk Management" CMR 2023 P.
177
GRI 3

Law 11/2018, of 28 December Section or sub-section of the 2023 CMR index / Direct response
Page
GRI indicator equivalence*
General
Reporting framework "Criteria and scope of the Report" section CMR 2023 P.
620
GRI 1
Materiality principle "Materiality" section CMR 2023 P.
37
GRI 3-1 / GRI 3-2
Matters relating to human rights and ethical conduct
Application of due diligence procedures regarding human "Ethical and responsible behaviour -
Commitment towards Human Rights" section
CMR 2023
P.
164
rights; prevention of risks of human rights violations and,
where applicable, measures to mitigate, manage and
"Supplier and Procurement Management" section CMR 2023 P.
431
GRI 2-23 / GRI 2-24 / GRI 2-25
/ GRI 2-26 / GRI 3
redress possible abuses committed "Sustainability governance" section CMR 2023 P.
142
"Ethical and responsible behaviour -
Internal information system" section CMR 2023
P.
160
Allegations of cases of human rights violations "Ethical and Responsible Behaviour -
Queries channel" section CMR 2023
P.
162
GRI 406-1 (2016)
Promotion of and compliance with the provisions of
fundamental Conventions of the International Labour
Organisation related to respecting the freedom of
association and the right to collective bargaining
"Ethical and responsible behaviour -
Commitment towards Human Rights" section
CMR 2023
P.
164
GRI 2-25 / GRI 407-1 (2016)
"Employee experience -
Labour standards and personnel rights" section CMR 2023
P. 346
"Supplier and Procurement Management" section CMR 2023 P.
431
The elimination of discrimination in employment and the
workplace
"Diversity and equal opportunities" section CMR 2023 P.
313
GRI 3 / GRI 406-1 (2016)
The elimination of forced or compulsory labour and the
effective abolition of child labour
"Ethical and Responsible Behaviour" section CMR 2023 P.
150
GRI 408-1 (2016) / GRI 409-1
(2016)
Measures adopted to prevent corruption and bribery "Ethical and Responsible Behaviour" section CMR 2023 P.
150
GRI 2-23 / GRI 2-24 / GRI 3 /
GRI 205-1 (2016) / GRI 205-2
(2016) / GRI 205-3 (2016) /
GRI 415-1 (2016)
"Dialogue with society" section CMR 2023 436
P.
Measures to combat money laundering "Ethical and Responsible Behaviour" section CMR 2023 P.
150
GRI 2-23 / GRI 2-24 / GRI 3 /
GRI 205-1 (2016) / GRI 205-2
169
(2016) / GRI 205-3 (2016)
"Ethical and responsible behaviour -
Fiscal transparency" section CMR 2023
P.
Contributions to foundations and non-profit entities "Social action" section CMR 2023 P.
422
GRI 413-1 (2016)
Subcontracting and suppliers: inclusion of social, gender
equality and environmental matters in the procurement
policy; in relationships with suppliers and subcontractors,
consideration of their social and environmental
responsibility; oversight systems and their audit and results
"Supplier and Procurement Management" section CMR 2023 431
P.
GRI 3 / GRI 204-1 (2016) /
GRI 308-1 (2016) / GRI 414-1
(2016)
"Ethical and responsible behaviour -
Conduct and compliance policies" section CMR
2023
P.
152

Law 11/2018, of 28 December Section or sub-section of the 2023 CMR index / Direct response Page GRI indicator equivalence*
Environmental issues
Detailed information on the current and foreseeable effects
of the company's environmental activities
"Risk management -
Sustainability risk management" section CMR 2023
P.
184
GRI 3 / GRI 201-2 (2016)
"Sustainable business" section CMR 2023 P.
236
"Environment and climate" section CMR 2023 439
P.
Detailed information on the current and foreseeable effects
of the company's health and safety activities
This is not material for CaixaBank Group P.
41
GRI 3
Environmental assessment or certification procedures "Environmental management plan" section CMR 2023 P.
459
GRI 3
Resources dedicated to the prevention of environmental "Sustainable business" section CMR 2023 P.
236
risks "Environment and climate" section CMR 2023 439
P.
GRI 201-2 (2016)
Application of the principle of precaution "Sustainable business" section CMR 2023 P.
236
GRI 2-25
Amount of provisions and guarantees for environmental
risks
Given the Group's activities, there is no significant risk of an environmental nature.
CaixaBank did not receive any relevant fines or sanctions related to compliance
with environmental regulations in 2023
GRI 2-27
Measures to prevent, reduce or restore carbon emissions
that seriously affect the environment, taking into account
any activity-specific form of air pollution, including noise
and light pollution
"Environmental management plan" section CMR 2023 P.
459
GRI 3
Prevention, recycling and reuse measures, and other forms
of recovering and eliminating waste; actions to fight against
food waste
This is not material for CaixaBank Group P.
41
GRI 3 / GRI 306-1 (2020) / GRI
306-2 (2020)
"Environmental management plan" section CMR 2023 P.
459
Water consumption and supply in accordance with local
limitations
This is not material for CaixaBank Group P.
41
GRI 3 / GRI 303-5 (2018)
"Environmental management plan" section CMR 2023 P.
459
Consumption of raw materials and measures adopted to
improve the efficiency of their use
This is not material for CaixaBank Group P.
41
GRI 3 / GRI 301-1 (2016) /
"Environmental management plan" section CMR 2023 P.
459
GRI 301-2 (2016)
Direct and indirect energy consumption, measures taken to
improve energy efficiency and the use of renewable energy
"Environmental management plan" section CMR 2023 P.
459
GRI 3 / GRI 302-1 (2016)

Law 11/2018, of 28 December Section or sub-section of the 2023 CMR index / Direct response Page GRI indicator equivalence*
Environmental issues
The important elements of greenhouse gas emissions
generated as a result of the company's activities, including
the use of the goods and services it provides
"Environment and climate" section CMR 2023 P.
439
GRI 3 / GRI 305-1 (2016) /
GRI 305-2 (2016) / GRI 305-3
(2016) / GRI 305-4 (2016)
"Risk management -
Sustainability risk management" section CMR 2023
P.
184
The measures adopted to adapt to the consequences of
climate change
"Sustainable business" section CMR 2023 P.
236
"Environment and climate" section CMR 2023
P.
"Strategy -
Sustainability Strategy" section CMR 2023
P.
GRI 201-2 (2016)
The reduction goals voluntarily established in the mid and
long term to reduce greenhouse gas emissions and the
measures implemented for this purpose
"Environment and climate" section CMR 2023 439
P.
GRI 3 / GRI 305-5 (2016)
Preservation of biodiversity "Risk management -
Sustainability risk management" section CMR 2023
P.
184
GRI 3
Impacts caused by activities or operations in protected
areas
This is not material for CaixaBank Group GRI 304-2 (2016)
Social and personnel matters
Dialogue with local communities and measures adopted to
guarantee the protection and development of these
"Dialogue with customers" section CMR 2023 P.
290
GRI 2-29
"Dialogue with employees" section CMR 2023 P.
357
communities. Relationships with agents in local
communities
"Dialogue with shareholders and investors" section CMR 2023 P.
387
"Dialogue with society" section CMR 2023 P.
436
Measures adopted to promote employment. Impact of the
company's activity on employment and local development.
Impact of the company on local populations and in the
surrounding area
"Financial inclusion -
Close and accessible banking" section CMR 2023
P.
392
GRI 3 / GRI 203-1 (2016) / GRI
203-2 (2016) / GRI 413-1
(2016) / GRI 413-2 (2016)
"Financial inclusion -
MicroBank" section CMR 2023
P.
399
"Social action" section CMR 2023 P.
422
"Dialogue with society" section CMR 2023
P.
436
Association and sponsorship actions "Partnerships and Alliances" section CMR 2023 P.
19
GRI 2-28
Policies against all kinds of discrimination and diversity
management. Measures to promote equal treatment and
equal opportunities between men and women
"Diversity and equal opportunities" section CMR 2023 P.
313
GRI 3

Law 11/2018, of 28 December Page GRI indicator equivalence*
Social and personnel matters
Equality plans, measures adopted to promote employment,
protocols against sexual and gender-based harassment,
integration and universal accessibility for people with
disabilities
"Diversity and equal opportunities" section CMR 2023
"Ethical and responsible behaviour -
Internal information system" section CMR 2023
P.
"Ethical and Responsible Behaviour -
Queries channel" section CMR 2023
P.
GRI 3
"Financial inclusion -
Close and accessible banking" section CMR 2023
P.
"Employee experience -
Equality Plan" section of CMR 2023
P.
348
Social dialogue: (i) Procedures for informing, consulting and
negotiating with staff
"Employee experience -
Labour standards and personnel rights" section CMR 2023
P.
346
GRI 3 / GRI 2-29
(ii) Mechanisms and procedures available to the company to
encourage the involvement of employees in the company's
management, in terms of information, querying and
participation (Law 5/2022, amending the consolidated text
of the Corporate Enterprise Act)
"Employee experience -
Promoting well-being in a healthy and sustainable
environment" section CMR 2023
P.
352
"Dialogue with employees" section CMR 2023 P.
357
Total number of employees by gender, age, country,
occupational classification and contract type
"People and culture -
CaixaBank Group staff" section CMR 2023
P.
307
"Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures"
section CMR 2023
"Diversity and equal opportunities -
Generational diversity -
Generational diversity
in figures" section CMR 2023
GRI 2-7 / GRI 3 / GRI 405-1
(2016)
Average annual number of permanent, temporary and part
time contracts, broken down by gender, age and
occupational classification
The activities of the Group are not significantly cyclical or seasonal. For this reason,
the annual average indicator is not significantly different from the number of
employees at year-end
GRI 2-7 / GRI 3 / GRI 405-1
(2016)
Average remuneration and its evolution disaggregated by
gender, age and occupational classification
"Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures"
section CMR 2023
P.
319
"Diversity and equal opportunities -
Generational diversity -
Generational diversity
in figures" section CMR 2023
P.
324
GRI 3 / GRI 405-2 (2016)
"Professional development and remuneration -
Professional development and
P.
340
remuneration in figures" section CMR 2023
"Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures"
section CMR 2023
P.
319
Number of dismissals by gender, age and occupational
classification
"Diversity and equal opportunities -
Generational diversity -
Generational diversity
in figures" section CMR 2023
GRI 401-1 (2016)
"Professional development and remuneration -
Professional development and
remuneration in figures" section CMR 2023
P.
340

Law 11/2018, of 28 December Section or sub-section of the 2023 CMR index / Direct response Page GRI indicator equivalence*
Social and personnel matters
Salary gap "Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures"
section CMR 2023
P.
319
GRI 3 / GRI 405-2 (2016)
Average remuneration of Directors and Managers by gender "Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures"
section CMR 2023
P.
319
GRI 2-19 / GRI 2-20 / GRI 3
Implementation of policies to disconnect from work "Employee experience -
New ways of working" section CMR 2023
P.
347
GRI 3
Number of employees with disabilities "Diversity and equal opportunities -
Functional diversity" section CMR 2023
P.
321
GRI 405-1 (2016)
Organisation of working hours "Employee experience -
New ways of working" section CMR 2023
P.
347
GRI 3
Number of hours of absenteeism "Employee experience -
Promoting well-being in a healthy and sustainable
environment -
Accident and absenteeism data" section CMR 2023
GRI 403-9 (2018)
Measures for promoting work-life balance for both parents "Employee experience -
Equality Plan" section of CMR 2023
P.
348
GRI 3 / GRI 401-3 (2016)
Occupational health and safety conditions "Employee experience -
Promoting well-being in a healthy and sustainable
P.
environment" section CMR 2023
Occupational accidents, in particular their frequency and
severity, disaggregated by gender
"Employee experience -
Promoting well-being in a healthy and sustainable
environment -
Accident and absenteeism data" section CMR 2023
(2018)
GRI 403-9 (2018)
Type of occupational illnesses and distributed by gender CaixaBank's activities do not lead to the development in its workers of any of the
occupational diseases classified as serious
GRI 403-10 (2018)
Percentage of employees covered by a collective bargaining
"Employee experience -
Labour standards and personnel rights" section CMR 2023
agreement by country
P. 346 GRI 2-30
Overview of collective bargaining agreements, particularly in
the field of occupational health and safety
"Employee experience -
Labour standards and personnel rights" section CMR 2023
GRI 403-4 (2018)
Policies implemented in the field of training "Professional development and pay" section CMR 2023 P.
326
GRI 3 / GRI 404-2 (2016)
Total hours of training by job category "Professional development and remuneration -
Professional development and
remuneration in figures" section CMR 2023
GRI 404-1 (2016)
Protocols for integration and universal accessibility for
people with disabilities. Universal accessibility for people
with disabilities
"Diversity and equal opportunities -
Functional diversity" section CMR 2023
P.
321
"Financial inclusion -
Close and accessible banking" section CMR 2023
P.
392
GRI 3

Law 11/2018, of 28 December Section or sub-section of the 2023 CMR index / Direct response
Other information
Complaint systems available to customers
"Dialogue with customers" section CMR 2023
GRI 3 / GRI 2-26
"Dialogue with Customers -
Customer Service" section CMR 2023
Number of complaints received from customers and their
resolution
"Ethical and responsible behaviour -
Internal information system" section CMR 2023
GRI 3 / GRI 418-1 (2016)
"Ethical and Responsible Behaviour -
Queries channel" section CMR 2023
P.
162
Measures for customer health and safety This is not material for CaixaBank Group
Amount of profit obtained, country-by-country "Ethical and Responsible Behaviour -
Tax transparency -
Details by region, in
millions of euros" section CMR 2023
P.
174
GRI 3 / GRI 201-1 (2016)
Amount of profit tax paid "Ethical and responsible behaviour -
Fiscal transparency -
Own taxes and taxes
collected from third parties" section CMR 2023
P.
172
GRI 201-1 (2016) / GRI 207-4
"Ethical and Responsible Behaviour -
Tax transparency -
Details by region, in
P.
millions of euros" section CMR 2023
(2019)
Amount of subsidies received "Grants and public aid received" of Annex 5 CAA 2023 GRI 201-4 (2016)
Taxonomy Regulation (EU) 2020/852 and Delegated Acts
C2022/4987
Section or sub-section of the 2022 CMR index / Direct response Page
Proportion in total assets of exposures to Taxonomy-eligible
economic activities
"Sustainable business -
Green taxonomy" section CMR 2023
P.
261
"Taxonomy Regulation (EU) 2020/852 and Delegated Acts" section CMR 2023 477
P.
Proportion in total assets of exposures to Taxonomy non
eligible economic activities
"Sustainable business -
Green taxonomy" section CMR 2023
P.
261
"Taxonomy Regulation (EU) 2020/852 and Delegated Acts" section CMR 2023 P.
477
Proportion in total assets of exposures to central "Sustainable business -
Green taxonomy" section CMR 2023
P.
261
governments, central banks and supranational issuers "Taxonomy Regulation (EU) 2020/852 and Delegated Acts" section CMR 2023 477
P.
"Sustainable business -
Green taxonomy" section CMR 2023
P.
261
Proportion in total assets of exposures to derivatives "Taxonomy Regulation (EU) 2020/852 and Delegated Acts" section CMR 2023 P.
477
Proportion in total assets of exposures to companies that
are not required to publish non-financial information in
accordance with Article 19bis or 29bis of Directive
"Sustainable business -
Green taxonomy" section CMR 2023
P.
261
2013/34/EU (NFRD) "Taxonomy Regulation (EU) 2020/852 and Delegated Acts" section CMR 2023 P.
477
Proportion in total assets of the trading book "Sustainable business -
Green taxonomy" section CMR 2023
P.
261
"Taxonomy Regulation (EU) 2020/852 and Delegated Acts" section CMR 2023 P.
477
Proportion in total assets of demand interbank loans "Sustainable business -
Green taxonomy" section CMR 2023
P.
261
"Taxonomy Regulation (EU) 2020/852 and Delegated Acts" section CMR 2023 P.
477

Taxonomy Regulation (EU) 2020/852 and Delegated Acts

The following table breaks down the templates that comply with Taxonomy Regulation (EU) 2020/852 and delegated acts for the 2023 financial year of the CaixaBank Group (excluding the Insurance Group), as well as the specific templates of the Insurance Group and pension plans and EPSV of VidaCaixa.

The regulatory framework, methodology used and main conclusions are included in section 5. Value creation model Green taxonomy

0. SUMMARY OF THE KEY INDICATORS OF RESULTS THAT CREDIT INSTITUTIONS MUST DISCLOSE IN ACCORDANCE WITH ARTICLE 8 OF THE TAXONOMY REGULATION

Total environmentally
sustainable assets
Key
performance
indicator (****)
Key
performance
indicator
(*)
% coverage (over
total assets) (***)
% of assets excluded from the
GAR's numerator (article 7,
sections 2 and 3, and Annex V,
section 1.1.2)
% of assets excluded from the
GAR's denominator (article 7,
section ,1 and Annex V, section
1.2.4)
Key performance
indicator
Green asset ratio (GAR) in
terms of stock
CCM + CCA 1.05% 2.30% 75% 36% 25%
Total environmentally
sustainable actvities
Key
performance
indicator (****)
Key
performance
indicator
(*)
% coverage (over
total assets) (***)
% of assets excluded from the
GAR's numerator (article 7,
sections 2 and 3, and Annex V,
section 1.1.2)
% of assets excluded from the
GAR's denominator (article 7,
section ,1 and Annex V, section
1.2.4)
Additional key
performance indicators
GAR (flow) CCM + CCA 1.74% 4.26% 63% 35% 37%
Financial guarantees CCM + CCA 25.16% 41.80%
Assets managed CCM + CCA 0.04% 0.04%
Income from fees and
commissions (**)
Financial assets held for
trading (*)

(*) For credit institutions that do not meet the conditions of Article 94, section1 of the CRR or the terms established in Article 325 bis, section 1 of the CRR

(**) Income from fees and commissions of services other than granting loans and assets managed

Institutions will disclose forward-looking information in relation to this key performance indicator, including information in terms of objectives, together with relevant explanations on the methodology applied. (***)% of assets covered by the key performance indicator versus the total assets of banks

(****) based on the key performance indicator of counterparty turnover

(*****) based on the key performance indicator for the counterparty's CapEx, except in loan activities, in which the key performance indicator for turnover is used for general loans

Note 1: In all templates: black coloured cells should not be filled in. Note 2: The key performance indicators for fees and commissions (sheet 6) and the trading book (sheet 7) will only be applicable as of 2026. SMEs will only be included in these key performance indicators if the impact assessment is positive.

Other Considerations:

The numbering does not include those cases in which it was not possible to determine if the financing granted through special purpose vehicles (SPV) belongs to a Group or entity subject to NFRD. For green bonds and/or debt securities where it was not possible for CaixaBank to identify the specific activities financed, the numerator includes alignment data reported by the issuing counterparty. Household financing includes the following loan types: secured by residential real estate; home renovation; and cars granted from 1 January 2022. Other household exposures are included under "Other assets", which are excluded from the numerator and included in the denominator.

For all those exposures in which several circumstances occur simultaneously, the prevailing criterion for assigning it to a certain category was the purpose. For example, the financing for renovating buildings backed by a mortgage on a residential property is included under the heading "Of which: loans for renovating buildings".

For assets under management of third-party management companies, an eligibility and alignment of 0% has been considered, since no data is directly available from the counterparties.

In the insurance business and the pension plans and EPSV business and assets under management, the degree of eligibility and alignment of the portfolio components have also been analysed on the basis of the data reported by the companies themselves. This data has been provided by a supplier specialising in ESG data, MSCI.

> 1. ASSETS FOR CALCULATING THE GAR (TURNOVER)

Reference date of T disclosure:
Climate change mitigation (CCM)
Of which: sectors relevant to the taxonomy (taxonomy-eligible)
In millions of euros
Total gross
carrying amount
Of which: environmentally sustainable (in line with the taxonomy)
Of which:
statement on the
use of funds
Of which: transition Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate
eligibles in the calculation of the GAR
205,165 166,307 4,014 313 1,994
Financial companies 9,353 4,647 295 6 258
Credit institutions 3,824 381 2 2
Loans and advances 2,512 236 2 2
Debt securities, including statement on the use of funds 1,110 71
Equity instruments 202 75
Other financial undertakings 5,529 4,266 293 6 257
Of which: investment firms 8
Loans and advances 8
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies 114
Loans and advances 72
Debt securities, including statement on the use of funds
Equity instruments 42
Of which: insurance companies 515 12
Loans and advances 455 2
Debt securities, including statement on the use of funds
Equity instruments 60 11
Non-financial undertakings 41,941 12,793 3,434 307 1,736
Loans and advances 40,356 12,445 3,241 301 1,708
Debt securities, including statement on the use of funds 1,584 347 193 7 27
Equity instruments 1 1
Households 150,513 148,384
Of which: loans secured by residential immovable property 138,530 138,530
Of which: loans for renovating buildings 6,976 6,976
Of which: Car loans 5,007 2,878

In millions of euros Reference date of T disclosure: Total gross carrying amount Climate change mitigation (CCM) Of which: sectors relevant to the taxonomy (taxonomy-eligible) Of which: environmentally sustainable (in line with the taxonomy) Of which: statement on the use of funds Of which: transition Of which: facilitators Local government financing 3,358 484 285 — — — Housing financing 60 59 — — — Other local government financing 3,298 425 285 — — — Collateral obtained by taking possession: residential and commercial immovable property 3,738 2,930 — — — Assets excluded from the numerator to calculate GAR (included in the denominator) 195,919 — — — — — Non-financial and financial companies: 113,153 Non-financial companies (non-SMEs) and SMEs not subject to NFRD disclosure obligations 91,670 Loans and advances 89,011 Of which: loans secured by commercial immovable property 17,882 Of which: loans for renovating buildings — Debt securities 1,831 Equity instruments 828 Counterparties in non-EU countries not subject to NFRD disclosure obligations 21,484 Loans and advances 19,534 Debt securities 1,593 Equity instruments 357 Derivatives 526 Demand interbank loans 937 Cash and cash related assets 2,418 Other assets (goodwill, commodities, etc.) 78,884 Total assets of the GAR 404,821 169,237 4,014 — 313 1,994 Assets not included in the calculation of the GAR 137,720 Central governments and supranational issuers. 90,268 Exposures to central banks 33,704 Trading book 13,748 Total assets 542,542 169,237 4,014 — 313 1,994 Off-balance-sheet exposures - Companies subject to NFRD disclosure obligations Financial guarantees 5,657 2,249 1,381 — 44 763 Assets managed 94,159 120 36 — 7 17 Of which: debt instruments 49,080 100 25 — — 14 Of which: equity instruments 14,058 20 11 — 6 3

Reference date of T disclosure:
Climate change adaptation (CCA)
Of which: sectors relevant to the taxonomy (taxonomy-eligible)
In millions of euros Of which: environmentally sustainable (in line with the taxonomy)
funds Of which: statement on the use of Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of
the GAR
364 227 11
Financial companies 2
Credit institutions
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings 2
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings 362 227 11
Loans and advances 362 226 11
Debt securities, including statement on the use of funds 1
Equity instruments
Households
Of which: loans secured by residential immovable property
Of which: loans for renovating buildings
Of which: Car loans
Local government financing
Housing financing
Other local government financing

In millions of euros

Reference date of T disclosure:
Climate change adaptation (CCA)

Of which: sectors relevant to the taxonomy (taxonomy-eligible)

Of which: environmentally sustainable (in line with the taxonomy)

funds Of which: statement on the use of
Of which:
facilitators
Collateral obtained by taking possession: residential and commercial immovable property
Assets excluded from the numerator to calculate GAR (included in the denominator)
Non-financial and financial companies:
Non-financial companies (non-SMEs) and SMEs not subject to NFRD disclosure obligations
Loans and advances
Of which: loans secured by commercial immovable property
Of which: loans for renovating buildings
Debt securities
Equity instruments
Counterparties in non-EU countries not subject to NFRD disclosure obligations
Loans and advances
Debt securities
Equity instruments
Derivatives
Demand interbank loans
Cash and cash related assets
Other assets (goodwill, commodities, etc.)
Total assets of the GAR 364 227 11
Assets not included in the calculation of the GAR
Central governments and supranational issuers.
Exposures to central banks
Trading book
Total assets 364 227 11
Off-balance-sheet exposures - Companies subject to NFRD disclosure obligations
Financial guarantees 125 42 20
Assets managed
Of which: debt instruments
Of which: equity instruments

Reference date of T disclosure:

TOTAL (CCM + CCA)
Of which: sectors relevant to the taxonomy (taxonomy-eligible)
In millions of euros
Of which: environmentally sustainable (in line with the taxonomy)
Of which: statement on
the use of funds
Of which:
transition
Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of
the GAR
166,671 4,241 313 2,006
Financial companies 4,649 295 6 258
Credit institutions 381 2 2
Loans and advances 236 2 2
Debt securities, including statement on the use of funds 71
Equity instruments 75
Other financial undertakings 4,268 293 6 257
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies 12
Loans and advances 2
Debt securities, including statement on the use of funds
Equity instruments 11
Non-financial undertakings 13,155 3,661 307 1,747
Loans and advances 12,807 3,467 301 1.720
Debt securities, including statement on the use of funds 347 194 7 27
Equity instruments 1
Households 148,384
Of which: loans secured by residential immovable property 138,530
Of which: loans for renovating buildings 6,976
Of which: Car loans 2,878
Local government financing 484 285
Housing financing 59
Other local government financing 425 285
Collateral obtained by taking possession: residential and commercial immovable property 2,930

Reference date of T disclosure:
TOTAL (CCM + CCA)
Of which: sectors relevant to the taxonomy (taxonomy-eligible)
In millions of euros
Of which: environmentally sustainable (in line with the taxonomy)
the use of funds Of which: statement on Of which:
transition
Of which:
facilitators
Assets excluded from the numerator to calculate GAR (included in the denominator)
Non-financial and financial companies:
Non-financial companies (non-SMEs) and SMEs not subject to NFRD disclosure obligations
Loans and advances
Of which: loans secured by commercial immovable property
Of which: loans for renovating buildings
Debt securities
Equity instruments
Counterparties in non-EU countries not subject to NFRD disclosure obligations
Loans and advances
Debt securities
Equity instruments
Derivatives
Demand interbank loans
Cash and cash related assets
Other assets (goodwill, commodities, etc.)
Total assets of the GAR 169,601 4,241 313 2,006
Assets not included in the calculation of the GAR
Central governments and supranational issuers.
Exposures to central banks
Trading book
Total assets 169,601 4,241 313 2,006
Off-balance-sheet exposures - Companies subject to NFRD disclosure obligations
Financial guarantees 2,374 1,423 44 783
Assets managed 120 36 7 17
Of which: debt instruments 100 25 14
Of which: equity instruments 20 11 6 3

1 This template will include information on loans and advances, debt securities and equity instruments in the banking book against financial companies, non-financial companies -including SMEs, housing (only residential property, home renewal loans and car loans) and local governments or municipalities (housing financing). 2 The following accounting categories of financial assets must be considered: financial assets at amortised cost, financial assets at fair value with changes in other comprehensive income, investments in subsidiaries, joint ventures and associates, financial assets designated at fair value through profit or loss and financial assets not designated for trading compulsorily measured at fair value through profit or loss, and real estate collateral collected by credit institutions by taking possession in exchange for debt cancellation. 3 Banks with subsidiaries in non-EU countries must provide separately this information on exposure to counterparties in non-EU countries. As for exposures to non-EU countries, in spite of the additional challenges in terms of a lack of disclosure requirements for common information and methodology due to the EU taxonomy and NFRD only being applicable at the EU level, these institutions must disclose a separate GAR in relation to exposures to non-EU countries, as far as possible, in the form of estimates and intervals, using approximations and explaining, exceptions and limitations, given the importance of these exposures to credit institutions with subsidiaries in non-EU countries. 4 As for car loans, the institutions shall only include exposures generated after the date on which the disclosure obligation starts to apply.

> 1. ASSETS FOR CALCULATING THE GAR (CAPEX)

Reference date of T disclosure:
Climate change mitigation (CCM)
Of which: sectors relevant to the taxonomy (taxonomy-eligible)
In millions of euros Total gross Of which: environmentally sustainable (in line with the taxonomy)
carrying amount Of which:
statement on the
use of funds
Of which: transition Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate
eligibles in the calculation of the GAR
205,165 169,443 9,111 462 4,716
Financial companies 9,353 4,546 668 43 574
Credit institutions 3,824 282 4 3
Loans and advances 2,512 187 4 3
Debt securities, including statement on the use of funds 1,110 20
Equity instruments 202 75
Other financial undertakings 5,529 4,264 665 43 571
Of which: investment firms 8
Loans and advances 8
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies 114
Loans and advances 72
Debt securities, including statement on the use of funds
Equity instruments 42
Of which: insurance companies 515 11
Loans and advances 455
Debt securities, including statement on the use of funds
Equity instruments 60 11
Non-financial undertakings 41,941 16,018 8,146 418 4,143
Loans and advances 40,356 15,375 7,694 408 4,085
Debt securities, including statement on the use of funds 1,584 643 451 10 58
Equity instruments 1
Households 150,513 148,384
Of which: loans secured by residential immovable property 138,530 138,530
Of which: loans for renovating buildings 6,976 6,976
Of which: Car loans 5,007 2,878

Reference date of T disclosure:

Climate change mitigation (CCM)
In millions of euros Total gross Of which: sectors relevant to the taxonomy (taxonomy-eligible)
Of which: environmentally sustainable (in line with the taxonomy)
carrying amount Of which:
statement on the
use of funds
Of which: transition Of which:
facilitators
Local government financing 3,358 495 297
Housing financing 60 59
Other local government financing 3,298 437 297
Collateral obtained by taking possession: residential and commercial immovable
property
3,738 2,930
Assets excluded from the numerator to calculate GAR (included in the denominator) 195,919
Non-financial and financial companies: 113,153
Non-financial companies (non-SMEs) and SMEs not subject to NFRD disclosure
obligations
91,670
Loans and advances 89,011
Of which: loans secured by commercial immovable property 17,882
Of which: loans for renovating buildings
Debt securities 1,831
Equity instruments 828
Counterparties in non-EU countries not subject to NFRD disclosure obligations 21,484
Loans and advances 19,534
Debt securities 1,593
Equity instruments 357
Derivatives 526
Demand interbank loans 937
Cash and cash related assets 2,418
Other assets (goodwill, commodities, etc.) 78,884
Total assets of the GAR 404,821 172,374 9,111 462 4,716
Assets not included in the calculation of the GAR 137,720
Central governments and supranational issuers. 90,268
Exposures to central banks 33,704
Trading book 13,748
Total assets 542,542 172,374 9,111 462 4,716
Off-balance-sheet exposures - Companies subject to NFRD disclosure obligations
Financial guarantees 5,657 2,937 2,335 55 1,267
Assets managed 94,159 120 36 7 17
Of which: debt instruments 49,080 100 25 14
Of which: equity instruments 14,058 20 11 6 3

Reference date of T disclosure:
In millions of euros
Financial companies
Credit institutions
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Households
Of which: loans secured by residential immovable property
Of which: loans for renovating buildings
Of which: Car loans
Local government financing
Housing financing
Other local government financing
Climate change adaptation (CCA)
Of which: sectors relevant to the taxonomy (taxonomy-eligible)
Of which: environmentally sustainable (in line with the taxonomy)
funds Of which: statement on the use of Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of
the GAR
307 199 7
1
1
306 199 7
305 198 7
1 1
Collateral obtained by taking possession: residential and commercial immovable property

Reference date of T disclosure:
Climate change adaptation (CCA)
Of which: sectors relevant to the taxonomy (taxonomy-eligible)
In millions of euros
Of which: environmentally sustainable (in line with the taxonomy)
Of which: statement on the use of
funds
Of which:
facilitators
Assets excluded from the numerator to calculate GAR (included in the denominator)
Non-financial and financial companies:
Non-financial companies (non-SMEs) and SMEs not subject to NFRD disclosure obligations
Loans and advances
Of which: loans secured by commercial immovable property
Of which: loans for renovating buildings
Debt securities
Equity instruments
Counterparties in non-EU countries not subject to NFRD disclosure obligations
Loans and advances
Debt securities
Equity instruments
Derivatives
Demand interbank loans
Cash and cash related assets
Other assets (goodwill, commodities, etc.)
Total assets of the GAR 307 199
7
Assets not included in the calculation of the GAR
Central governments and supranational issuers.
Exposures to central banks
Trading book
Total assets 307 199
7
Off-balance-sheet exposures - Companies subject to NFRD disclosure obligations
Financial guarantees 75 29
18
Assets managed
Of which: debt instruments
Of which: equity instruments

Reference date of T disclosure:

TOTAL (CCM + CCA)
In millions of euros Of which: sectors relevant to the taxonomy (taxonomy-eligible)
Of which: environmentally sustainable (in line with the taxonomy)
Of which: statement on
the use of funds
Of which:
transition
Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of
the GAR
169,750 9,311 462 4,723
Financial companies 4,547 669 43 574
Credit institutions 282 4 3
Loans and advances 187 4 3
Debt securities, including statement on the use of funds 20
Equity instruments 75
Other financial undertakings 4,265 665 43 571
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies 11
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments 11
Non-financial undertakings 16,324 8,345 418 4,149
Loans and advances 15,679 7,893 408 4,092
Debt securities, including statement on the use of funds 644 452 10 58
Equity instruments
Households 148,384
Of which: loans secured by residential immovable property 138,530
Of which: loans for renovating buildings 6,976
Of which: Car loans 2,878
Local government financing 495 297
Housing financing 59
Other local government financing 437 297
Collateral obtained by taking possession: residential and commercial immovable property 2,930

Reference date of T disclosure:
TOTAL (CCM + CCA)
Of which: sectors relevant to the taxonomy (taxonomy-eligible)
In millions of euros
Of which: statement on
the use of funds
Of which:
transition
Of which:
facilitators
Assets excluded from the numerator to calculate GAR (included in the denominator)
Non-financial and financial companies:
Non-financial companies (non-SMEs) and SMEs not subject to NFRD disclosure obligations
Loans and advances
Of which: loans secured by commercial immovable property
Of which: loans for renovating buildings
Debt securities
Equity instruments
Counterparties in non-EU countries not subject to NFRD disclosure obligations
Loans and advances
Debt securities
Equity instruments
Derivatives
Demand interbank loans
Cash and cash related assets
Other assets (goodwill, commodities, etc.)
Total assets of the GAR 172,680 9,311 462
4,723
Assets not included in the calculation of the GAR
Central governments and supranational issuers.
Exposures to central banks
Trading book
Total assets 172,680 9,311 462
4,723
Off-balance-sheet exposures - Companies subject to NFRD disclosure obligations
Financial guarantees 3,012 2,365 55
1,284
Assets managed 120 36 7
17
Of which: debt instruments 100 25
14
Of which: equity instruments 20 11 6
3

1 This template will include information on loans and advances, debt securities and equity instruments in the banking book against financial companies, non-financial companies -including SMEs, housing (only residential property, home renewal loans and car loans) and local governments or municipalities (housing financing).

2 The following accounting categories of financial assets must be considered: financial assets at amortised cost, financial assets at fair value with changes in other comprehensive income, investments in subsidiaries, joint ventures and associates, financial assets designated at fair value through profit or loss and financial assets not designated for trading compulsorily measured at fair value through profit or loss, and real estate collateral collected by credit institutions by taking possession in exchange for debt cancellation. 3 Banks with subsidiaries in non-EU countries must provide separately this information on exposure to counterparties in non-EU countries. As for exposures to non-EU countries, in spite of the additional challenges in terms of a lack of disclosure requirements for common information and methodology due to the EU taxonomy and NFRD only being applicable at the EU level, these institutions must disclose a separate GAR in relation to exposures to non-EU countries, as far as possible, in the form of estimates and intervals, using approximations and explaining, exceptions and limitations, given the importance of these exposures to credit institutions with subsidiaries in non-EU countries.

4 As for car loans, the institutions shall only include exposures generated after the date on which the disclosure obligation starts to apply.

> 2. GAR: INFORMATION BY SECTOR (CAPEX) Climate change mitigation (CCM)
Breakdown by sector - four-digit level NACE (code and denomination) Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM)
Millions of euros Of which:
environmentally
sustainable (CCM)
D35.1.1-Production of electricity 3,182 2,893
D35.1.4-Trade of electricity 1,379 1,359
C29.1.0-Manufacture of motor vehicles 3,691 1,184
D35.2.3-Trade of gas through main 431 381
D35.1.2-Transmission of electricity 334 327
C24.1.0-Manufacture of basic iron and steel and of ferro-alloys 136 125
H49.5.0-Transport via pipeline 657 179
D35.1.3-Distribution of electricity 195 176
H52.2.3- Service activities incidental to air transportation 249 126
J62.0.9-Other information technology and computer service activities 137 119
L68.1.0-Buying and selling of own real estate 386 125
F43.9.9-Other specialised construction activities n.e.c. 137 116
C10.8.5-Manufacture of prepared meals and dishes 123 111
C14.1.3-Manufacture of other outerwear 103 103
J61.9.0-Other telecommunications activities 119 96
F41.1.0-Development of building projects 160 83
G46.7.2-Wholesale of metal and metal ores 107 38
F42.9.9-Other civil engineering projects n.e.c. 157 56
H52.2.9-Other transportation support activities 119 42
H49.1.0-Passenger rail transport, interurban 130 51
C30.2.0-Manufacture of railway locomotives and rolling stock 52 45
G45.1.1-Sale of cars and light motor vehicles 176 39
H52.2.4-Cargo handling 74 30
C17.1.1-Manufacture of pulp 13 13
C10.8.9-Manufacture of other food products n.e.c. 30 26
D35.2.1-Manufacture of gas 67 22
F42.2.2-Construction of utility projects for electricity and telecommunications 17 17
K64.9.9-Other financial service activities, except insurance and pension funding n.e.c. 62 16
F41.2.0-Construction of residential and non-residential buildings 33 15
C19.2.0-Manufacture of refined petroleum products 36 15
N77.3.5-Renting and leasing of air transport equipment 37 15
E36.0.0-Water collection, treatment and supply 628 15
G46.3.8-Wholesale of other food, including fish, crustaceans and molluscs 82 12
F42.1.1-Construction of roads and motorways 67 11

> 2. GAR: INFORMATION BY SECTOR (CAPEX) Climate change mitigation (CCM)
Non-financial companies (subject to NFRD)
Carrying amount (gross)
SMEs and other companies not subject to
NFRD
Carrying amount (gross)
Breakdown by sector - four-digit level NACE (code and denomination)
Millions of euros Of which:
environmentally
sustainable (CCM)
Millions of euros Of which:
environmentally
sustainable (CCM)
I55.1.0-Hotels and similar accommodation 130 11
C27.3.2-Manufacture of other electronic and electric wires and cables 19 11
C30.1.1-Building of ships and floating structures 41 10
H52.2.1-Service activities incidental to land transportation 1,106 9
D35.2.2-Distribution of gaseous fuels through mains 14 9
G45.4.0-Sale, maintenance and repair of motorcycles and related parts and accessories 8 8
C21.1.0-Manufacture of basic pharmaceutical products 9 8
C16.2.9-Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials 28 7
G47.7.1-Retail sale of clothing in specialised stores 22 6
G47.1.1-Retail sale in non-specialised stores with food, beverages or tobacco predominating 134 6
J59.1.1-Motion picture, video and television programme production activities 5 5
G45.3.1-Wholesale trade of motor vehicle parts and accessories 12 5
C28.1.1-Manufacture of engines and turbines, except aircraft, vehicle and cycle engines 25 5
C20.1.3-Manufacture of other inorganic basic chemicals 93 3
N81.1.0-Combined facilities support activities 5 5
K64.2.0-Activities of holding companies 31 5
C23.1.3-Manufacture of hollow glass 24 4
G47.7.1-Retail sale of telecommunications equipment in specialised stores 4 4
M71.1.2-Engineering activities and related technical consultancy 25 4
C24.2.0-Manufacture of tubes, pipes, hollow profiles and related fittings, of steel 6 4
A2.1.0-Silviculture and other forestry activities 2 2
B8.9.1-Mining of chemical and fertiliser minerals 2 2
C23.9.9-Manufacture of other non-metallic mineral products n.e.c. 2 2
F42.1.3-Construction of bridges and tunnels 7 2
M69.2.0-Accounting, bookkeeping and auditing activities; tax consultancy 41 2
C23.5.1-Manufacture of cement 27 2
F43.2.1-Electrical installation 80 2
C24.4.4-Copper production 3 2
G46.1.2-Agents involved in the sale of fuels, ores, metals and industrial chemicals 2 2
C23.1.1-Manufacture of flat glass 1 1
N77.1.1-Renting and leasing of cars and light motor vehicles 7 2
L68.2.0-Renting and operating of own or leased real estate 37 2
C30.9.2-Manufacture of bicycles and invalid carriages 2 1
G46.7.3-Wholesale of wood, construction materials and sanitary equipment 1 1

> 2. GAR: INFORMATION BY SECTOR (CAPEX) Climate change mitigation (CCM)
Non-financial companies (subject to NFRD)
Carrying amount (gross)
SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM)
Millions of euros Of which:
environmentally
sustainable (CCM)
C29.3.2-Manufacture of other parts and accessories for motor vehicles 71 1
J61.2.0-Wireless telecommunications activities 21 1
G46.7.1-Wholesale of solid, liquid and gaseous fuels and related products 132 1
N81.2.1-General cleaning of buildings 3 1
H49.4.1-Freight transport by road 6 1
G46.6.3-Wholesale of mining, construction and civil engineering machinery 1 1
C10.8.3-Processing of tea and coffee
B8.1.1-Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate 1 1
E38.2.1-Treatment and disposal of non-hazardous waste 6 1
G47.6.1-Retail sale of books in specialised stores 8 1
C27.5.1-Manufacture of electric domestic appliances 1 1
C17.2.9-Manufacture of other articles of paper and paperboard 8 1
C25.5.0-Forging, pressing, stamping and roll-forming of metal; metallurgy of powders 3
M71.2.0-Technical testing and analysis 5
C23.6.1-Manufacture of concrete products for construction purposes 2
C13.1.0-Preparation and spinning of textile fibres
M70.1.0-Activities of head offices 1
J61.1.0-Wired telecommunications activities 1
C25.1.1-Manufacture of metal structures and parts of structures
C23.6.3-Manufacture of ready-mixed concrete 3
M71.1.1-Architectural activities
C27.1.1-Manufacture of electric motors, generators and transformers
J60.2.0-Television programming and broadcasting activities
J62.0.2-Computer consultancy activities
G46.4.1-Wholesale of textiles 1
F43.2.2-Plumbing, heat and air-conditioning installation
G46.4.3-Wholesale of electrical household appliances
C23.1.3-Manufacture of hollow glass
C20.1.4-Manufacture of other organic basic chemicals 4
C27.3.1-Manufacture of fibre optic cables
C33.1.7-Repair and maintenance of other transport equipment
H53.2.0-Other postal and courier activities
Other 477 1
Weight other category over the total 2.98% 0.01%

Climate change adaptation (CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCA)
Millions of euros Of which:
environmentally
sustainable (CCA)
D35.1.1-Production of electricity 4 2
D35.1.4-Trade of electricity
C29.1.0-Manufacture of motor vehicles 24 5
D35.2.3-Trade of gas through main 4 4
D35.1.2-Transmission of electricity
C24.1.0-Manufacture of basic iron and steel and of ferro-alloys 133 125
H49.5.0-Transport via pipeline
D35.1.3-Distribution of electricity
H52.2.3- Service activities incidental to air transportation
J62.0.9-Other information technology and computer service activities 24 6
L68.1.0-Buying and selling of own real estate
F43.9.9-Other specialised construction activities n.e.c.
C10.8.5-Manufacture of prepared meals and dishes
C14.1.3-Manufacture of other outerwear
J61.9.0-Other telecommunications activities 1
F41.1.0-Development of building projects
G46.7.2-Wholesale of metal and metal ores 24 23
F42.9.9-Other civil engineering projects n.e.c. 6 2
H52.2.9-Other transportation support activities 30 11
H49.1.0-Passenger rail transport, interurban
C30.2.0-Manufacture of railway locomotives and rolling stock
G45.1.1-Sale of cars and light motor vehicles
H52.2.4-Cargo handling
C17.1.1-Manufacture of pulp 13 13
C10.8.9-Manufacture of other food products n.e.c.
D35.2.1-Manufacture of gas 2 1
F42.2.2-Construction of utility projects for electricity and telecommunications
K64.9.9-Other financial service activities, except insurance and pension funding n.e.c.
F41.2.0-Construction of residential and non-residential buildings
C19.2.0-Manufacture of refined petroleum products
N77.3.5-Renting and leasing of air transport equipment
E36.0.0-Water collection, treatment and supply
G46.3.8-Wholesale of other food, including fish, crustaceans and molluscs
F42.1.1-Construction of roads and motorways 1

Climate change adaptation (CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCA)
Millions of euros Of which:
environmentally
sustainable (CCA)
I55.1.0-Hotels and similar accommodation
C27.3.2-Manufacture of other electronic and electric wires and cables
C30.1.1-Building of ships and floating structures
H52.2.1-Service activities incidental to land transportation 1
D35.2.2-Distribution of gaseous fuels through mains
G45.4.0-Sale, maintenance and repair of motorcycles and related parts and accessories
C21.1.0-Manufacture of basic pharmaceutical products
C16.2.9-Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials
G47.7.1-Retail sale of clothing in specialised stores
G47.1.1-Retail sale in non-specialised stores with food, beverages or tobacco predominating
J59.1.1-Motion picture, video and television programme production activities
G45.3.1-Wholesale trade of motor vehicle parts and accessories
C28.1.1-Manufacture of engines and turbines, except aircraft, vehicle and cycle engines
C20.1.3-Manufacture of other inorganic basic chemicals 2 2
N81.1.0-Combined facilities support activities
K64.2.0-Activities of holding companies
C23.1.3-Manufacture of hollow glass
G47.7.1-Retail sale of telecommunications equipment in specialised stores
M71.1.2-Engineering activities and related technical consultancy
C24.2.0-Manufacture of tubes, pipes, hollow profiles and related fittings, of steel
A2.1.0-Silviculture and other forestry activities 2 2
B8.9.1-Mining of chemical and fertiliser minerals
C23.9.9-Manufacture of other non-metallic mineral products n.e.c. 1 1
F42.1.3-Construction of bridges and tunnels
M69.2.0-Accounting, bookkeeping and auditing activities; tax consultancy
C23.5.1-Manufacture of cement
F43.2.1-Electrical installation
C24.4.4-Copper production
G46.1.2-Agents involved in the sale of fuels, ores, metals and industrial chemicals
C23.1.1-Manufacture of flat glass 1 1
N77.1.1-Renting and leasing of cars and light motor vehicles
L68.2.0-Renting and operating of own or leased real estate
C30.9.2-Manufacture of bicycles and invalid carriages
G46.7.3-Wholesale of wood, construction materials and sanitary equipment 1 1

Climate change adaptation (CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCA)
Millions of euros Of which:
environmentally
sustainable (CCA)
C29.3.2-Manufacture of other parts and accessories for motor vehicles
J61.2.0-Wireless telecommunications activities 1
G46.7.1-Wholesale of solid, liquid and gaseous fuels and related products
N81.2.1-General cleaning of buildings
H49.4.1-Freight transport by road
G46.6.3-Wholesale of mining, construction and civil engineering machinery
C10.8.3-Processing of tea and coffee
B8.1.1-Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate
E38.2.1-Treatment and disposal of non-hazardous waste
G47.6.1-Retail sale of books in specialised stores
C27.5.1-Manufacture of electric domestic appliances
C17.2.9-Manufacture of other articles of paper and paperboard
C25.5.0-Forging, pressing, stamping and roll-forming of metal; metallurgy of powders
M71.2.0-Technical testing and analysis
C23.6.1-Manufacture of concrete products for construction purposes
C13.1.0-Preparation and spinning of textile fibres
M70.1.0-Activities of head offices
J61.1.0-Wired telecommunications activities
C25.1.1-Manufacture of metal structures and parts of structures
C23.6.3-Manufacture of ready-mixed concrete
M71.1.1-Architectural activities
C27.1.1-Manufacture of electric motors, generators and transformers
J60.2.0-Television programming and broadcasting activities 25
J62.0.2-Computer consultancy activities
G46.4.1-Wholesale of textiles
F43.2.2-Plumbing, heat and air-conditioning installation
G46.4.3-Wholesale of electrical household appliances
C23.1.3-Manufacture of hollow glass
C20.1.4-Manufacture of other organic basic chemicals
C27.3.1-Manufacture of fibre optic cables 1
C33.1.7-Repair and maintenance of other transport equipment
H53.2.0-Other postal and courier activities
Other 3
Weight other category over the total 1.08% 0.05%

TOTAL (CCM + CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
D35.1.1-Production of electricity 3,186 2,894
D35.1.4-Trade of electricity 1,379 1,359
C29.1.0-Manufacture of motor vehicles 3,715 1,189
D35.2.3-Trade of gas through main 435 385
D35.1.2-Transmission of electricity 335 327
C24.1.0-Manufacture of basic iron and steel and of ferro-alloys 269 250
H49.5.0-Transport via pipeline 657 179
D35.1.3-Distribution of electricity 195 176
H52.2.3- Service activities incidental to air transportation 249 126
J62.0.9-Other information technology and computer service activities 161 126
L68.1.0-Buying and selling of own real estate 386 125
F43.9.9-Other specialised construction activities n.e.c. 137 116
C10.8.5-Manufacture of prepared meals and dishes 123 111
C14.1.3-Manufacture of other outerwear 103 103
J61.9.0-Other telecommunications activities 120 96
F41.1.0-Development of building projects 160 83
G46.7.2-Wholesale of metal and metal ores 132 61
F42.9.9-Other civil engineering projects n.e.c. 163 58
H52.2.9-Other transportation support activities 150 53
H49.1.0-Passenger rail transport, interurban 130 51
C30.2.0-Manufacture of railway locomotives and rolling stock 52 45
G45.1.1-Sale of cars and light motor vehicles 176 39
H52.2.4-Cargo handling 74 30
C17.1.1-Manufacture of pulp 26 26
C10.8.9-Manufacture of other food products n.e.c. 30 26
D35.2.1-Manufacture of gas 69 22
F42.2.2-Construction of utility projects for electricity and telecommunications 17 17
K64.9.9-Other financial service activities, except insurance and pension funding n.e.c. 62 16
F41.2.0-Construction of residential and non-residential buildings 33 15
C19.2.0-Manufacture of refined petroleum products 36 15
N77.3.5-Renting and leasing of air transport equipment 37 15
E36.0.0-Water collection, treatment and supply 628 15

TOTAL (CCM + CCA)
Breakdown by sector - four-digit level NACE (code and denomination) Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
G46.3.8-Wholesale of other food, including fish, crustaceans and molluscs 82 12
F42.1.1-Construction of roads and motorways 68 12
I55.1.0-Hotels and similar accommodation 130 11
C27.3.2-Manufacture of other electronic and electric wires and cables 19 11
C30.1.1-Building of ships and floating structures 41 10
H52.2.1-Service activities incidental to land transportation 1,107 10
D35.2.2-Distribution of gaseous fuels through mains 14 9
G45.4.0-Sale, maintenance and repair of motorcycles and related parts and accessories 8 8
C21.1.0-Manufacture of basic pharmaceutical products 9 8
C16.2.9-Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials 28 7
G47.7.1-Retail sale of clothing in specialised stores 22 6
G47.1.1-Retail sale in non-specialised stores with food, beverages or tobacco predominating 134 6
J59.1.1-Motion picture, video and television programme production activities 5 5
G45.3.1-Wholesale trade of motor vehicle parts and accessories 12 5
C28.1.1-Manufacture of engines and turbines, except aircraft, vehicle and cycle engines 25 5
C20.1.3-Manufacture of other inorganic basic chemicals 95 5
N81.1.0-Combined facilities support activities 5 5
K64.2.0-Activities of holding companies 31 5
C23.1.3-Manufacture of hollow glass 24 4
G47.7.1-Retail sale of telecommunications equipment in specialised stores 4 4
M71.1.2-Engineering activities and related technical consultancy 25 4
C24.2.0-Manufacture of tubes, pipes, hollow profiles and related fittings, of steel 6 4
A2.1.0-Silviculture and other forestry activities 4 3
B8.9.1-Mining of chemical and fertiliser minerals 2 2
C23.9.9-Manufacture of other non-metallic mineral products n.e.c. 3 2
F42.1.3-Construction of bridges and tunnels 8 2
M69.2.0-Accounting, bookkeeping and auditing activities; tax consultancy 41 2
C23.5.1-Manufacture of cement 27 2
F43.2.1-Electrical installation 80 2
C24.4.4-Copper production 3 2
G46.1.2-Agents involved in the sale of fuels, ores, metals and industrial chemicals 2 2
C23.1.1-Manufacture of flat glass 2 2
N77.1.1-Renting and leasing of cars and light motor vehicles 7 2

TOTAL (CCM + CCA)
Breakdown by sector - four-digit level NACE (code and denomination) Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
L68.2.0-Renting and operating of own or leased real estate 37 2
C30.9.2-Manufacture of bicycles and invalid carriages 2 1
G46.7.3-Wholesale of wood, construction materials and sanitary equipment 2 1
C29.3.2-Manufacture of other parts and accessories for motor vehicles 71 1
J61.2.0-Wireless telecommunications activities 22 1
G46.7.1-Wholesale of solid, liquid and gaseous fuels and related products 132 1
N81.2.1-General cleaning of buildings 3 1
H49.4.1-Freight transport by road 6 1
G46.6.3-Wholesale of mining, construction and civil engineering machinery 1 1
C10.8.3-Processing of tea and coffee 1 1
B8.1.1-Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate 1 1
E38.2.1-Treatment and disposal of non-hazardous waste 6 1
G47.6.1-Retail sale of books in specialised stores 8 1
C27.5.1-Manufacture of electric domestic appliances 1 1
C17.2.9-Manufacture of other articles of paper and paperboard 8 1
C25.5.0-Forging, pressing, stamping and roll-forming of metal; metallurgy of powders 3
M71.2.0-Technical testing and analysis 5
C23.6.1-Manufacture of concrete products for construction purposes 2
C13.1.0-Preparation and spinning of textile fibres
M70.1.0-Activities of head offices 1
J61.1.0-Wired telecommunications activities 1
C25.1.1-Manufacture of metal structures and parts of structures
C23.6.3-Manufacture of ready-mixed concrete 3
M71.1.1-Architectural activities
C27.1.1-Manufacture of electric motors, generators and transformers
J60.2.0-Television programming and broadcasting activities 25
J62.0.2-Computer consultancy activities 1
G46.4.1-Wholesale of textiles 1
F43.2.2-Plumbing, heat and air-conditioning installation
G46.4.3-Wholesale of electrical household appliances
C23.1.3-Manufacture of hollow glass
C20.1.4-Manufacture of other organic basic chemicals 4
C27.3.1-Manufacture of fibre optic cables 1

Breakdown by sector - four-digit level NACE (code and denomination) TOTAL (CCM + CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
C33.1.7-Repair and maintenance of other transport equipment
H53.2.0-Other postal and courier activities
Other 480 1
Weight other category over the total 2.94% 0.01%
Climate change mitigation (CCM)
2. GAR: INFORMATION BY SECTOR (TURNOVER) Non-financial companies (subject to NFRD)
Carrying amount (gross)
SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM)
Millions of euros Of which:
environmentally
sustainable (CCM)
D35.1.1-Production of electricity 2,219 1,470
C29.1.0-Manufacture of motor vehicles 3,102 294
C24.1.0-Manufacture of basic iron and steel and of ferro-alloys 143 122
D35.1.4-Trade of electricity 551 202
D35.1.2-Transmission of electricity 273 194
H52.2.3- Service activities incidental to air transportation 263 158
J61.9.0-Other telecommunications activities 156 104
C30.2.0-Manufacture of railway locomotives and rolling stock 76 65
D35.1.3-Distribution of electricity 117 88
F43.9.9-Other specialised construction activities n.e.c. 89 59
E36.0.0-Water collection, treatment and supply 686 57
J62.0.9-Other information technology and computer service activities 58 48
F42.9.9-Other civil engineering projects n.e.c. 264 51
G46.7.2-Wholesale of metal and metal ores 117 26
F41.1.0-Development of building projects 131 48
D35.2.3-Trade of gas through main 157 42
L68.1.0-Buying and selling of own real estate 384 42
H52.2.9-Other transportation support activities 145 42
H49.5.0-Transport via pipeline 733 40
C17.1.1-Manufacture of pulp 32 27
F42.1.1-Construction of roads and motorways 88 26
H49.1.0-Passenger rail transport, interurban 109 24
H52.2.1-Service activities incidental to land transportation 1,188 23

Climate change mitigation (CCM)
2. GAR: INFORMATION BY SECTOR (TURNOVER) Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM)
Millions of euros Of which:
environmentally
sustainable (CCM)
F42.2.2-Construction of utility projects for electricity and telecommunications 28 22
D35.2.1-Manufacture of gas 111 17
G45.1.1-Sale of cars and light motor vehicles 172 18
H52.2.4-Cargo handling 63 14
M71.1.2-Engineering activities and related technical consultancy 37 12
C30.1.1-Building of ships and floating structures 42 11
F41.2.0-Construction of residential and non-residential buildings 31 9
N77.3.5-Renting and leasing of air transport equipment 32 7
C17.1.2-Manufacture of paper and paperboard 10 7
K64.9.9-Other financial service activities, except insurance and pension funding n.e.c. 61 6
C27.3.1-Manufacture of fibre optic cables
J61.2.0-Wireless telecommunications activities 38 4
C24.2.0-Manufacture of tubes, pipes, hollow profiles and related fittings, of steel 8 4
C20.1.3-Manufacture of other inorganic basic chemicals 67 2
D35.2.2-Distribution of gaseous fuels through mains 5 4
L68.2.0-Renting and operating of own or leased real estate 42 4
G45.4.0-Sale, maintenance and repair of motorcycles and related parts and accessories 5 4
C28.1.1-Manufacture of engines and turbines, except aircraft, vehicle and cycle engines 18 3
C23.5.1-Manufacture of cement 22 3
C27.3.2-Manufacture of other electronic and electric wires and cables 11 3
C16.2.9-Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials 6 3
A2.1.0-Silviculture and other forestry activities 1 1
F42.1.3-Construction of bridges and tunnels 14 2
E38.2.1-Treatment and disposal of non-hazardous waste 6 3
N81.1.0-Combined facilities support activities 3 2
Q86.9.0-Other human health activities 5 2
C17.2.9-Manufacture of other articles of paper and paperboard 2 2
C29.3.2-Manufacture of other parts and accessories for motor vehicles 17 1
M69.2.0-Accounting, bookkeeping and auditing activities; tax consultancy 41 1
G46.7.3-Wholesale of wood, construction materials and sanitary equipment 1 1
J61.1.0-Wired telecommunications activities 10 1
F43.2.1-Electrical installation 76 1
N77.1.1-Renting and leasing of cars and light motor vehicles 8 1
N81.2.1-General cleaning of buildings 5 1

Climate change mitigation (CCM)
2. GAR: INFORMATION BY SECTOR (TURNOVER) Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM)
Millions of euros Of which:
environmentally
sustainable (CCM)
C23.1.1-Manufacture of flat glass
C23.9.9-Manufacture of other non-metallic mineral products n.e.c. 1
J59.1.1-Motion picture, video and television programme production activities 1
H52.1.0-Warehousing and storage 1 1
G46.5.1-Wholesale of computers, computer peripheral equipment and software
C24.4.4-Copper production 2 1
F43.2.2-Plumbing, heat and air-conditioning installation 1 1
C30.9.2-Manufacture of bicycles and invalid carriages 1
I55.1.0-Hotels and similar accommodation 27
M70.1.0-Activities of head offices 2
C23.6.1-Manufacture of concrete products for construction purposes 2
J62.0.2-Computer consultancy activities
H49.4.1-Freight transport by road
B8.1.1-Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate
G47.1.1-Retail sale in non-specialised stores with food, beverages or tobacco predominating 3
C19.2.0-Manufacture of refined petroleum products 16
C27.1.1-Manufacture of electric motors, generators and transformers
C23.6.3-Manufacture of ready-mixed concrete 2
C25.1.1-Manufacture of metal structures and parts of structures
C13.1.0-Preparation and spinning of textile fibres
C27.5.1-Manufacture of electric domestic appliances
C33.1.7-Repair and maintenance of other transport equipment
C20.1.4-Manufacture of other organic basic chemicals 3
C25.5.0-Forging, pressing, stamping and roll-forming of metal; metallurgy of powders 1
S94.9.9-Activities of other membership organisations n.e.c.
C23.1.3-Manufacture of hollow glass
H53.2.0-Other postal and courier activities
M74.9.0-Other professional, scientific and technical activities n.e.c
G46.1.2-Agents involved in the sale of fuels, ores, metals and industrial chemicals 1
C30.3.0-Manufacture of air and spacecraft and related machinery
J58.2.9-Other software publishing
C28.9.9-Manufacture of other special-purpose machinery n.e.c.
A2.4.0-Support services to forestry
G46.4.3-Wholesale of electrical household appliances

2. GAR: INFORMATION BY SECTOR (TURNOVER)
Breakdown by sector - four-digit level NACE (code and denomination)
Climate change mitigation (CCM)
Non-financial companies (subject to NFRD)
Carrying amount (gross)
SMEs and other companies not subject to
NFRD
Carrying amount (gross)
Millions of euros
G46.7.1-Wholesale of solid, liquid and gaseous fuels and related products 131
C30.9.1-Manufacture of motorcycles
N80.2.0-Security systems service activities 22
C33.1.2-Repair of machinery
J60.2.0-Television programming and broadcasting activities 17
K64.2.0-Activities of holding companies 30
C33.1.9-Repair of other equipment
C22.2.9-Manufacture of other plastic products
F42.9.1-Construction of water projects
Other 453
Weight other category over the total 3.54% — %

Climate change adaptation (CCA)
Breakdown by sector - four-digit level NACE (code and denomination) Non-financial companies (subject to NFRD) SMEs and other companies not subject to
Carrying amount (gross) NFRD
Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCA)
Millions of euros Of which:
environmentally
sustainable (CCA)
D35.1.1-Production of electricity 9 2
C29.1.0-Manufacture of motor vehicles 24 2
C24.1.0-Manufacture of basic iron and steel and of ferro-alloys 140 122
D35.1.4-Trade of electricity
D35.1.2-Transmission of electricity
H52.2.3- Service activities incidental to air transportation
J61.9.0-Other telecommunications activities 13 11
C30.2.0-Manufacture of railway locomotives and rolling stock 25 25
D35.1.3-Distribution of electricity
F43.9.9-Other specialised construction activities n.e.c.
E36.0.0-Water collection, treatment and supply
J62.0.9-Other information technology and computer service activities 36 7
F42.9.9-Other civil engineering projects n.e.c. 16 3
G46.7.2-Wholesale of metal and metal ores 26 22
F41.1.0-Development of building projects
D35.2.3-Trade of gas through main 13 4
L68.1.0-Buying and selling of own real estate
H52.2.9-Other transportation support activities
H49.5.0-Transport via pipeline
C17.1.1-Manufacture of pulp 11 11
F42.1.1-Construction of roads and motorways 4 1
H49.1.0-Passenger rail transport, interurban
H52.2.1-Service activities incidental to land transportation 2
F42.2.2-Construction of utility projects for electricity and telecommunications
D35.2.1-Manufacture of gas 6 1
G45.1.1-Sale of cars and light motor vehicles
H52.2.4-Cargo handling
M71.1.2-Engineering activities and related technical consultancy
C30.1.1-Building of ships and floating structures
F41.2.0-Construction of residential and non-residential buildings 5
N77.3.5-Renting and leasing of air transport equipment
C17.1.2-Manufacture of paper and paperboard
K64.9.9-Other financial service activities, except insurance and pension funding n.e.c.
C27.3.1-Manufacture of fibre optic cables 7 6

Climate change adaptation (CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) NFRD
Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCA)
Millions of euros Of which:
environmentally
sustainable (CCA)
J61.2.0-Wireless telecommunications activities 3 2
C24.2.0-Manufacture of tubes, pipes, hollow profiles and related fittings, of steel
C20.1.3-Manufacture of other inorganic basic chemicals 6 2
D35.2.2-Distribution of gaseous fuels through mains
L68.2.0-Renting and operating of own or leased real estate
G45.4.0-Sale, maintenance and repair of motorcycles and related parts and accessories
C28.1.1-Manufacture of engines and turbines, except aircraft, vehicle and cycle engines
C23.5.1-Manufacture of cement
C27.3.2-Manufacture of other electronic and electric wires and cables
C16.2.9-Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials
A2.1.0-Silviculture and other forestry activities 1 1
F42.1.3-Construction of bridges and tunnels 1
E38.2.1-Treatment and disposal of non-hazardous waste
N81.1.0-Combined facilities support activities
Q86.9.0-Other human health activities
C17.2.9-Manufacture of other articles of paper and paperboard
C29.3.2-Manufacture of other parts and accessories for motor vehicles
M69.2.0-Accounting, bookkeeping and auditing activities; tax consultancy
G46.7.3-Wholesale of wood, construction materials and sanitary equipment 1 1
J61.1.0-Wired telecommunications activities 1
F43.2.1-Electrical installation
N77.1.1-Renting and leasing of cars and light motor vehicles
N81.2.1-General cleaning of buildings
C23.1.1-Manufacture of flat glass
C23.9.9-Manufacture of other non-metallic mineral products n.e.c.
J59.1.1-Motion picture, video and television programme production activities 1
H52.1.0-Warehousing and storage
G46.5.1-Wholesale of computers, computer peripheral equipment and software 3 1
C24.4.4-Copper production
F43.2.2-Plumbing, heat and air-conditioning installation
C30.9.2-Manufacture of bicycles and invalid carriages
I55.1.0-Hotels and similar accommodation
M70.1.0-Activities of head offices
C23.6.1-Manufacture of concrete products for construction purposes

Climate change adaptation (CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) NFRD
Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCA)
Millions of euros Of which:
environmentally
sustainable (CCA)
J62.0.2-Computer consultancy activities
H49.4.1-Freight transport by road
B8.1.1-Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate
G47.1.1-Retail sale in non-specialised stores with food, beverages or tobacco predominating
C19.2.0-Manufacture of refined petroleum products
C27.1.1-Manufacture of electric motors, generators and transformers
C23.6.3-Manufacture of ready-mixed concrete
C25.1.1-Manufacture of metal structures and parts of structures
C13.1.0-Preparation and spinning of textile fibres
C27.5.1-Manufacture of electric domestic appliances
C33.1.7-Repair and maintenance of other transport equipment
C20.1.4-Manufacture of other organic basic chemicals
C25.5.0-Forging, pressing, stamping and roll-forming of metal; metallurgy of powders
S94.9.9-Activities of other membership organisations n.e.c.
C23.1.3-Manufacture of hollow glass
H53.2.0-Other postal and courier activities
M74.9.0-Other professional, scientific and technical activities n.e.c
G46.1.2-Agents involved in the sale of fuels, ores, metals and industrial chemicals
C30.3.0-Manufacture of air and spacecraft and related machinery
J58.2.9-Other software publishing
C28.9.9-Manufacture of other special-purpose machinery n.e.c.
A2.4.0-Support services to forestry
G46.4.3-Wholesale of electrical household appliances
G46.7.1-Wholesale of solid, liquid and gaseous fuels and related products
C30.9.1-Manufacture of motorcycles
N80.2.0-Security systems service activities
C33.1.2-Repair of machinery
J60.2.0-Television programming and broadcasting activities 2
K64.2.0-Activities of holding companies 1
C33.1.9-Repair of other equipment
C22.2.9-Manufacture of other plastic products
F42.9.1-Construction of water projects
Other 2
Weight other category over the total 0.60% — %

TOTAL (CCM + CCA)
Breakdown by sector - four-digit level NACE (code and denomination) Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
D35.1.1-Production of electricity 2,228 1,472
C29.1.0-Manufacture of motor vehicles 3,126 295
C24.1.0-Manufacture of basic iron and steel and of ferro-alloys 283 243
D35.1.4-Trade of electricity 551 202
D35.1.2-Transmission of electricity 273 194
H52.2.3- Service activities incidental to air transportation 263 158
J61.9.0-Other telecommunications activities 169 115
C30.2.0-Manufacture of railway locomotives and rolling stock 101 90
D35.1.3-Distribution of electricity 117 88
F43.9.9-Other specialised construction activities n.e.c. 89 59
E36.0.0-Water collection, treatment and supply 686 57
J62.0.9-Other information technology and computer service activities 94 55
F42.9.9-Other civil engineering projects n.e.c. 280 54
G46.7.2-Wholesale of metal and metal ores 143 49
F41.1.0-Development of building projects 131 48
D35.2.3-Trade of gas through main 170 46
L68.1.0-Buying and selling of own real estate 384 42
H52.2.9-Other transportation support activities 145 42
H49.5.0-Transport via pipeline 733 40
C17.1.1-Manufacture of pulp 43 38
F42.1.1-Construction of roads and motorways 92 26
H49.1.0-Passenger rail transport, interurban 109 24
H52.2.1-Service activities incidental to land transportation 1,190 24
F42.2.2-Construction of utility projects for electricity and telecommunications 28 22
D35.2.1-Manufacture of gas 117 18
G45.1.1-Sale of cars and light motor vehicles 172 18
H52.2.4-Cargo handling 63 14
M71.1.2-Engineering activities and related technical consultancy 37 12
C30.1.1-Building of ships and floating structures 42 11
F41.2.0-Construction of residential and non-residential buildings 36 9
N77.3.5-Renting and leasing of air transport equipment 32 7
C17.1.2-Manufacture of paper and paperboard 10 7
K64.9.9-Other financial service activities, except insurance and pension funding n.e.c. 61 6

TOTAL (CCM + CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Breakdown by sector - four-digit level NACE (code and denomination) Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
C27.3.1-Manufacture of fibre optic cables 7 6
J61.2.0-Wireless telecommunications activities 41 6
C24.2.0-Manufacture of tubes, pipes, hollow profiles and related fittings, of steel 8 4
C20.1.3-Manufacture of other inorganic basic chemicals 72 4
D35.2.2-Distribution of gaseous fuels through mains 5 4
L68.2.0-Renting and operating of own or leased real estate 42 4
G45.4.0-Sale, maintenance and repair of motorcycles and related parts and accessories 5 4
C28.1.1-Manufacture of engines and turbines, except aircraft, vehicle and cycle engines 18 3
C23.5.1-Manufacture of cement 22 3
C27.3.2-Manufacture of other electronic and electric wires and cables 11 3
C16.2.9-Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials 6 3
A2.1.0-Silviculture and other forestry activities 3 3
F42.1.3-Construction of bridges and tunnels 15 3
E38.2.1-Treatment and disposal of non-hazardous waste 6 3
N81.1.0-Combined facilities support activities 3 2
Q86.9.0-Other human health activities 5 2
C17.2.9-Manufacture of other articles of paper and paperboard 2 2
C29.3.2-Manufacture of other parts and accessories for motor vehicles 17 1
M69.2.0-Accounting, bookkeeping and auditing activities; tax consultancy 41 1
G46.7.3-Wholesale of wood, construction materials and sanitary equipment 1 1
J61.1.0-Wired telecommunications activities 10 1
F43.2.1-Electrical installation 76 1
N77.1.1-Renting and leasing of cars and light motor vehicles 8 1
N81.2.1-General cleaning of buildings 5 1
C23.1.1-Manufacture of flat glass 1 1
C23.9.9-Manufacture of other non-metallic mineral products n.e.c. 1 1
J59.1.1-Motion picture, video and television programme production activities 1 1
H52.1.0-Warehousing and storage 1 1
G46.5.1-Wholesale of computers, computer peripheral equipment and software 3 1
C24.4.4-Copper production 2 1
F43.2.2-Plumbing, heat and air-conditioning installation 1 1
C30.9.2-Manufacture of bicycles and invalid carriages 1
I55.1.0-Hotels and similar accommodation 27

Breakdown by sector - four-digit level NACE (code and denomination) TOTAL (CCM + CCA)
Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Carrying amount (gross) Carrying amount (gross)
Millions of euros
2
2
1


3
16

2




3
1




1





131

22

19
31

Of which:
environmentally
sustainable (CCM +
CCA)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
M70.1.0-Activities of head offices
C23.6.1-Manufacture of concrete products for construction purposes
J62.0.2-Computer consultancy activities
H49.4.1-Freight transport by road
B8.1.1-Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate
G47.1.1-Retail sale in non-specialised stores with food, beverages or tobacco predominating
C19.2.0-Manufacture of refined petroleum products
C27.1.1-Manufacture of electric motors, generators and transformers
C23.6.3-Manufacture of ready-mixed concrete
C25.1.1-Manufacture of metal structures and parts of structures
C13.1.0-Preparation and spinning of textile fibres
C27.5.1-Manufacture of electric domestic appliances
C33.1.7-Repair and maintenance of other transport equipment
C20.1.4-Manufacture of other organic basic chemicals
C25.5.0-Forging, pressing, stamping and roll-forming of metal; metallurgy of powders
S94.9.9-Activities of other membership organisations n.e.c.
C23.1.3-Manufacture of hollow glass
H53.2.0-Other postal and courier activities
M74.9.0-Other professional, scientific and technical activities n.e.c
G46.1.2-Agents involved in the sale of fuels, ores, metals and industrial chemicals
C30.3.0-Manufacture of air and spacecraft and related machinery
J58.2.9-Other software publishing
C28.9.9-Manufacture of other special-purpose machinery n.e.c.
A2.4.0-Support services to forestry
G46.4.3-Wholesale of electrical household appliances
G46.7.1-Wholesale of solid, liquid and gaseous fuels and related products
C30.9.1-Manufacture of motorcycles
N80.2.0-Security systems service activities
C33.1.2-Repair of machinery
J60.2.0-Television programming and broadcasting activities
K64.2.0-Activities of holding companies
C33.1.9-Repair of other equipment
C22.2.9-Manufacture of other plastic products

TOTAL (CCM + CCA)
Breakdown by sector - four-digit level NACE (code and denomination) Non-financial companies (subject to NFRD) SMEs and other companies not subject to
NFRD
Carrying amount (gross) Carrying amount (gross)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
Millions of euros Of which:
environmentally
sustainable (CCM +
CCA)
F42.9.1-Construction of water projects
Other 455
Weight other category over the total 3.46% — %

> 3. KEY PERFORMANCE INDICATOR OF THE GAR IN TERMS OF STOCK (TURNOVER)

Reference date of T disclosure:

Climate change mitigation (CCM)

% (compared to the total assets included in the denominator)

Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomyeligible)

Proportion of the total covered assets that finance sectors relevant to the taxonomy (which are in line with the taxonomy)

Of which: statement on the Of which: Of which:
facilitators
81 2 1
50 3 3
10
9
6
37
77 5 5
1
1
2
18
31 8 1 4
31 8 1 4
22 12 2
85
99
100
100
57
14 8
97
13 9
78
41.81 0.99 0.08 0.49


use of funds
transition

Reference date of T disclosure:
Climate change adaptation (CCA)
% (compared to the total assets included in the denominator) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
funds Of which: statement on the use of
Of which: facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
0 0 0
0
Financial companies 0 0 0
0
Credit institutions 0 0 0
0
Loans and advances 0 0 0
0
Debt securities, including statement on the use of funds 0 0 0
0
Equity instruments 0 0 0
Other financial undertakings 0 0 0
0
Of which: investment firms 0 0 0
0
Loans and advances 0 0 0
0
Debt securities, including statement on the use of funds 0 0 0
0
Equity instruments 0 0 0
Of which: management companies 0 0 0
0
Loans and advances 0 0 0
0
Debt securities, including statement on the use of funds 0 0 0
0
Equity instruments 0 0 0
Of which: insurance companies 0 0 0
0
Loans and advances 0 0 0
0
Debt securities, including statement on the use of funds 0 0 0
0
Equity instruments 0 0 0
Non-financial undertakings 1 1 0
0
Loans and advances 1 1 0
0
Debt securities, including statement on the use of funds 0 0 0
0
Equity instruments 0 0 0
Households 0 0 0
0
Of which: loans secured by residential immovable property 0 0 0
0
Of which: loans for renovating buildings 0 0 0
0
Of which: Car loans
Local government financing 0 0 0
0
Housing financing 0 0 0
0
Other local government financing 0 0 0
0
Collateral obtained by taking possession: residential and commercial immovable property 0 0 0
0

Reference date of T disclosure:
Climate change adaptation (CCA)
% (compared to the total assets included in the denominator) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
taxonomy (which are in line with the taxonomy) Proportion of the total covered assets that finance sectors relevant to the
Of which: statement on the use of
funds
Of which: facilitators
Total assets of the GAR 0.09 0.06 0.00 0.00

Reference date of T disclosure:

% (compared to the total assets included in the denominator) TOTAL (CCM + CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(taxonomy-eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Proportion of
total assets
use of funds Of which: statement on the
Of which:
transition
Of which:
facilitators
covered
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
81 2
1
38
Financial companies 50 3
3
2
Credit institutions 10
1
Loans and advances 9
Debt securities, including statement on the use of funds 6
Equity instruments 37
Other financial undertakings 77 5
5
1
Of which: investment firms 1
Loans and advances 1
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies 2
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments 18
Non-financial undertakings 31 9 1
4
8
Loans and advances 32 9 1
4
7
Debt securities, including statement on the use of funds 22 12
2
Equity instruments 85
Households 99
28
Of which: loans secured by residential immovable property 100
26
Of which: loans for renovating buildings 100
1
Of which: Car loans 57
1
Local government financing 14 8
1
Housing financing 97
Other local government financing 13 9
1

Reference date of T disclosure:

% (compared to the total assets included in the denominator) TOTAL (CCM + CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(taxonomy-eligible)
Proportion of
Proportion of the total covered assets that finance sectors relevant to the
total assets
taxonomy (which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
covered
Collateral obtained by taking possession: residential and commercial immovable property 78 1
Total assets of the GAR 41.90 1.05 0.08 0.50 74.62

1 The institution shall disclose in this template the key performance data of the GAR relating to the stock of loans, calculated using data included in template 1 (covered assets) and applying the formulas proposed in this template. 2 Information on the GAR (ratio of green assets of "eligible" activities) will be accompanied by information on the proportion of the total assets covered by the GAR. 3 In addition to the information included in this template, credit institutions can show the proportion of assets that finance sectors relevant to the taxonomy and that are environmentally sustainable (which are in line with the taxonomy). This information would enrich the information relating to the key performance indicator on sustainable environmental assets when compared to the total assets covered. 4 Credit institutions shall duplicate this template for disclosure of information based on income and CapEx.

Reference date of T disclosure:
Climate change mitigation (CCM)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(which are in line with the taxonomy)
% (compared to the total assets included in the denominator)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
83 4 2
Financial companies 49 7 6
Credit institutions 7
Loans and advances 7
Debt securities, including statement on the use of funds 2
Equity instruments 37
Other financial undertakings 77 12 1 10
Of which: investment firms 2 2
Loans and advances 2 2
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies 2
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments 18
Non-financial undertakings 38 19 1 10
Loans and advances 38 19 1 10
Debt securities, including statement on the use of funds 41 28 1 4
Equity instruments 16 16
Households 99
Of which: loans secured by residential immovable property 100
Of which: loans for renovating buildings 100
Of which: Car loans 57
Local government financing 15 9
Housing financing 97
Other local government financing 13 9

Reference date of T disclosure:
Climate change mitigation (CCM)
% (compared to the total assets included in the denominator)
eligible) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(which are in line with the taxonomy)
use of funds Of which: statement on the Of which:
transition
Of which:
facilitators
Collateral obtained by taking possession: residential and commercial immovable property 78
Total assets of the GAR 42.58 2.25 0.11 1.17

<-- PDF CHUNK SEPARATOR -->

Reference date of T disclosure:
Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
% (compared to the total assets included in the denominator)
funds Of which: statement on the use of Of which: facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
Financial companies
Credit institutions
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings 1
Loans and advances 1
Debt securities, including statement on the use of funds
Equity instruments
Households
Of which: loans secured by residential immovable property
Of which: loans for renovating buildings
Of which: Car loans
Local government financing
Housing financing
Other local government financing

% (compared to the total assets included in the denominator) Reference date of T disclosure:
Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the use of
Of which: facilitators
funds
Collateral obtained by taking possession: residential and commercial immovable property

Total assets of the GAR 0.08
0.05

Reference date of T disclosure:

TOTAL (CCM + CCA)
% (compared to the total assets included in the denominator) Proportion of the total covered assets that finance sectors relevant to the taxonomy
(taxonomy-eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
covered
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
83 5 2 38
Financial companies 49 7 6 2
Credit institutions 7 1
Loans and advances 7
Debt securities, including statement on the use of funds 2
Equity instruments 37
Other financial undertakings 77 12 1 10 1
Of which: investment firms 2 2
Loans and advances 2 2
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies 2
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments 18
Non-financial undertakings 39 20 1 10 8
Loans and advances 39 20 1 10 7
Debt securities, including statement on the use of funds 41 29 1 4
Equity instruments 16 16
Households 99 28
Of which: loans secured by residential immovable property 100 26
Of which: loans for renovating buildings 100 1
Of which: Car loans 57 1
Local government financing 15 9 1
Housing financing 97

Reference date of T disclosure:

% (compared to the total assets included in the denominator) TOTAL (CCM + CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(taxonomy-eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Proportion of
total assets
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
covered
Other local government financing 13 9 1
Collateral obtained by taking possession: residential and commercial immovable property 78 1
Total assets of the GAR 42.66 2.30 0.11 1.17
74.62

1 The institution shall disclose in this template the key performance data of the GAR relating to the stock of loans, calculated using data included in template 1 (covered assets) and applying the formulas proposed in this template. 2 Information on the GAR (ratio of green assets of "eligible" activities) will be accompanied by information on the proportion of the total assets covered by the GAR. 3 In addition to the information included in this template, credit institutions can show the proportion of assets that finance sectors relevant to the taxonomy and that are environmentally sustainable (which are in line with the taxonomy). This information would enrich the information relating to the key performance indicator on sustainable environmental assets when compared to the total assets covered. 4Credit institutions shall duplicate this template for disclosure of information based on income and CapEx.

Reference date of T disclosure:
Climate change mitigation (CCM)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(which are in line with the taxonomy)
% (compared to the total assets included in the denominator)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
62 4
2
Financial companies 58 5
5
Credit institutions 17
Loans and advances 18
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings 79 7
7
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies 2
Loans and advances 2
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings 27 8
3
Loans and advances 27 7
4
Debt securities, including statement on the use of funds 31 24
Equity instruments
Households 100
Of which: loans secured by residential immovable property 100
Of which: loans for renovating buildings 100
Of which: Car loans 98
Local government financing 2 2
Housing financing
Other local government financing 2 2

Reference date of T disclosure:
% (compared to the total assets included in the denominator) Climate change mitigation (CCM)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
Collateral obtained by taking possession: residential and commercial immovable property 8
Total assets of the GAR 27.04 1.70 0.06 0.89

Reference date of T disclosure:
Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
% (compared to the total assets included in the denominator)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
funds Of which: statement on the use of Of which: facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
Financial companies
Credit institutions
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings 1
Loans and advances 1
Debt securities, including statement on the use of funds
Equity instruments
Households
Of which: loans secured by residential immovable property
Of which: loans for renovating buildings
Of which: Car loans
Local government financing
Housing financing
Other local government financing

% (compared to the total assets included in the denominator) Reference date of T disclosure:
Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
funds Of which: statement on the use of
Of which: facilitators
Collateral obtained by taking possession: residential and commercial immovable property
Total assets of the GAR 0.11 0.05

Reference date of T disclosure:

TOTAL (CCM + CCA)
% (compared to the total assets included in the denominator) Proportion of the total covered assets that finance sectors relevant to the taxonomy
(taxonomy-eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Proportion of
total new
assets
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
covered
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
62 4 2
27
Financial companies 58 5 5
3
Credit institutions 17 1
Loans and advances 18 1
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings 79 7 7
2
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies 2
Loans and advances 2
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings 28 8 3
12
Loans and advances 28 7 4
12
Debt securities, including statement on the use of funds 31 24
Equity instruments
Households 100 12
Of which: loans secured by residential immovable property 100 10
Of which: loans for renovating buildings 100 1
Of which: Car loans 98 1
Local government financing 2 2
Housing financing

Reference date of T disclosure:

TOTAL (CCM + CCA)
% (compared to the total assets included in the denominator) Proportion of the total covered assets that finance sectors relevant to the taxonomy
(taxonomy-eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Proportion of
total new
assets
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
covered
Other local government financing 2 2

Collateral obtained by taking possession: residential and commercial immovable property 8
Total assets of the GAR 27.15 1.74 0.06
0.89
62.63

1 The institutions shall disclose in this template the key performance indicators of the GAR on the flow of loans (new loans in net terms), calculated using data included in template 1, relating to covered assets, and applying the formulas proposed in this template. 2 Credit institutions shall duplicate this template for disclosure of information based on income and CapEx.

Reference date of T disclosure:
Climate change mitigation (CCM)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(which are in line with the taxonomy)
% (compared to the total assets included in the denominator)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
66 10 5
Financial companies 59 11 1 10
Credit institutions 14
Loans and advances 15
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings 82 16 1 15
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings 37 19 9
Loans and advances 37 19 1 10
Debt securities, including statement on the use of funds 31 24
Equity instruments
Households 100
Of which: loans secured by residential immovable property 100
Of which: loans for renovating buildings 100
Of which: Car loans 98
Local government financing 2 2
Housing financing
Other local government financing 2 2

Reference date of T disclosure:
% (compared to the total assets included in the denominator) Climate change mitigation (CCM)
eligible) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
Proportion of the total covered assets that finance sectors relevant to the taxonomy
(which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
Collateral obtained by taking possession: residential and commercial immovable property 8
Total assets of the GAR 28.84 4.22 0.13 2.30

Reference date of T disclosure:
Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
% (compared to the total assets included in the denominator)
funds Of which: statement on the use of Of which: facilitators
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of the
GAR
Financial companies
Credit institutions
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Households
Of which: loans secured by residential immovable property
Of which: loans for renovating buildings
Of which: Car loans
Local government financing
Housing financing
Other local government financing

% (compared to the total assets included in the denominator) Reference date of T disclosure:
Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the use of
Of which: facilitators
funds
Collateral obtained by taking possession: residential and commercial immovable property

Total assets of the GAR 0.08
0.04

Reference date of T disclosure:

TOTAL (CCM + CCA)
% (compared to the total assets included in the denominator) Proportion of the total covered assets that finance sectors relevant to the taxonomy
(taxonomy-eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Proportion of
total new
assets
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
covered
GAR - Assets included in the numerator and denominator
Loans and advances, debt securities and equity instruments not held to negotiate eligibles in the calculation of
the GAR
66 10 5 27
Financial companies 59 11 1 10 3
Credit institutions 14 1
Loans and advances 15 1
Debt securities, including statement on the use of funds
Equity instruments
Other financial undertakings 82 16 1 15 2
Of which: investment firms
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: management companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Of which: insurance companies
Loans and advances
Debt securities, including statement on the use of funds
Equity instruments
Non-financial undertakings 37 19 9 12
Loans and advances 38 19 1 10 12
Debt securities, including statement on the use of funds 31 24
Equity instruments
Households 100 12
Of which: loans secured by residential immovable property 100 10
Of which: loans for renovating buildings 100 1
Of which: Car loans 98 1
Local government financing 2 2
Housing financing

Reference date of T disclosure:

TOTAL (CCM + CCA)
% (compared to the total assets included in the denominator) Proportion of the total covered assets that finance sectors relevant to the taxonomy
(taxonomy-eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Proportion of
total new
assets
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
covered
Other local government financing 2 2
Collateral obtained by taking possession: residential and commercial immovable property 8
Total assets of the GAR 28.92 4.26 0.13 2.30 62.59

1 The institutions shall disclose in this template the key performance indicators of the GAR on the flow of loans (new loans in net terms), calculated using data included in template 1, relating to covered assets, and applying the formulas proposed in this template. 2 Credit institutions shall duplicate this template for disclosure of information based on income and CapEx.

> 5. KEY PERFORMANCE INDICATOR OF OFF-BALANCE-SHEET EXPOSURES (TURNOVER)

% (compared to the total off-balance-sheet eligible assets) Reference date of T disclosure:
Climate change mitigation (CCM)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
use of funds Of which: statement on the Of which:
transition
Of which:
facilitators
Financial guarantees (key performance indicator of financial guarantee) 40 24 1 13
Assets managed (key performance indicator of Assets managed)
% (compared to the total off-balance-sheet eligible assets) Reference date of T disclosure:
Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Of which:
Of which: statement on the use
facilitators
of funds
Financial guarantees (key performance indicator of financial guarantee) 2
1

Assets managed (key performance indicator of Assets managed)


Reference date of T disclosure:
TOTAL (CCM + CCA)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which:
transition
Of which:
facilitators
42 25 1 14
Of which: statement on the
use of funds
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy

1 The entities shall disclose in this template the key performance indicators of off-balance-sheet exposures (financial guarantees ad assets managed) calculated using data included in template 1 relating to the covered assets and applying the formulas proposed in this template.

> 5. KEY PERFORMANCE INDICATOR OF OFF-BALANCE-SHEET EXPOSURES (CAPEX)

Reference date of T disclosure:
Climate change mitigation (CCM)
eligible) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
% (compared to the total off-balance-sheet eligible assets) Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
Financial guarantees (key performance indicator of financial guarantee) 52 41 1 22
Assets managed (key performance indicator of Assets managed)
Reference date of T disclosure:
% (compared to the total off-balance-sheet eligible assets) Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which:
Of which: statement on the use
facilitators
of funds
Financial guarantees (key performance indicator of financial guarantee) 1
1

Assets managed (key performance indicator of Assets managed)


Reference date of T disclosure:
% (compared to the total off-balance-sheet eligible assets) TOTAL (CCM + CCA)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
Financial guarantees (key performance indicator of financial guarantee) 53 42 1 23
Assets managed (key performance indicator of Assets managed)

1 The entities shall disclose in this template the key performance indicators of off-balance-sheet exposures (financial guarantees ad assets managed) calculated using data included in template 1 relating to the covered assets and applying the formulas proposed in this template.

2 The entities shall duplicate this template to disclose the stock and flow key performance indicators of off-balance-sheet exposures.

> 5. KEY PERFORMANCE INDICATOR OF OFF-BALANCE-SHEET EXPOSURES IN TERMS OF FLOW (TURNOVER)

Reference date of T disclosure:
Climate change mitigation (CCM)
eligible) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
% (compared to the total off-balance-sheet eligible assets) Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
Financial guarantees (key performance indicator of financial guarantee)
38
22
2 15
Assets managed (key performance indicator of Assets managed)
0.18
0.05
0.03
Reference date of T disclosure:
% (compared to the total off-balance-sheet eligible assets) Climate change adaptation (CCA)
eligible) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the use
of funds
Of which:
facilitators
Financial guarantees (key performance indicator of financial guarantee) 3 1
Assets managed (key performance indicator of Assets managed)
Reference date of T disclosure:
TOTAL (CCM + CCA)
% (compared to the total off-balance-sheet eligible assets) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which: facilitators
Financial guarantees (key performance indicator of financial guarantee) 40 23 2 16
Assets managed (key performance indicator of Assets managed) 0.18 0.05 0.03

1 The entities shall disclose in this template the key performance indicators of off-balance-sheet exposures (financial guarantees ad assets managed) calculated using data included in template 1 relating to the covered assets and applying the formulas proposed in this template.

> 5. KEY PERFORMANCE INDICATOR OF OFF-BALANCE-SHEET EXPOSURES IN TERMS OF FLOW (CAPEX)

% (compared to the total off-balance-sheet eligible assets) Reference date of T disclosure:
Financial guarantees (key performance indicator of financial guarantee)
Assets managed (key performance indicator of Assets managed)
Climate change mitigation (CCM)
Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which:
facilitators
38 22 2 15
0.18 0.05 0.03
% (compared to the total off-balance-sheet eligible assets) Reference date of T disclosure:
Climate change adaptation (CCA)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the use
of funds
Of which:
facilitators
Financial guarantees (key performance indicator of financial guarantee) 3 1
Assets managed (key performance indicator of Assets managed)
Reference date of T disclosure:
TOTAL (CCM + CCA)
% (compared to the total off-balance-sheet eligible assets) Proportion of the total covered assets that finance sectors relevant to the taxonomy (taxonomy
eligible)
Proportion of the total covered assets that finance sectors relevant to the
taxonomy (which are in line with the taxonomy)
Of which: statement on the
use of funds
Of which:
transition
Of which: facilitators
Financial guarantees (key performance indicator of financial guarantee) 40 23 2 16
Assets managed (key performance indicator of Assets managed) 0.18 0.05 0.03

1 The entities shall disclose in this template the key performance indicators of off-balance-sheet exposures (financial guarantees ad assets managed) calculated using data included in template 1 relating to the covered assets and applying the formulas proposed in this template.

> TEMPLATE 1. ACTIVITIES RELATED TO NUCLEAR ENERGY AND FOSSIL GAS

Nuclear energy related activities
1 The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce
energy from nuclear processes with minimal waste from the fuel cycle.
No
2 The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the
purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies.
Yes
3 The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of
district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.
Yes
Fossil gas related activities
4 The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. No
5 The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil
gaseous fuels.
Yes
6 The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous
fuels.
No

> TEMPLATE 2. ECONOMIC ACTIVITIES IN LINE WITH THE TAXONOMY (DENOMINATOR) (TURNOVER)

Amount and proportion (the information must be presented in monetary amounts and in percentages)
Climate change mitigation (CCM)
CCM+CCA
Climate change adaptation (CCA)
Economic activities Millions of euros % Millions of euros % Millions of euros %
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.26 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.27 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.28 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
97.00 0.02% 97.00 0.02% — %
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.29 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.30 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
1.38 0.00% 0.00% 1.38 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.31 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of other taxonomy-aligned economic activities
not referred to in rows 1 to 6 above in the denominator of the applicable
KPI
4,143.81 1.02% 3,918.21 0.97% 225.60 0.06%
Total applicable KPI 404,821 100.00% 404,821 100.00% 404,821 100.00%

> TEMPLATE 2. ECONOMIC ACTIVITIES IN LINE WITH THE TAXONOMY (DENOMINATOR) (CAPEX)

Amount and proportion (the information must be presented in monetary amounts and in percentages)
CCM+CCA Climate change mitigation (CCM) Climate change adaptation (CCA)
Economic activities Millions of euros % Millions of euros % Millions of euros %
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.26 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.27 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
19.42 0.00% 19.42 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.28 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
150.97 0.04% 150.97 0.04% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.29 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.30 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.31 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of other taxonomy-aligned economic activities
not referred to in rows 1 to 6 above in the denominator of the applicable
KPI
9,141.59 2.26% 8,942.21 2.21% 199.39 0.05%
Total applicable KPI 404,821 100.00% 404,821 100.00% 404,821 100.00%

> TEMPLATE 3. ECONOMIC ACTIVITIES IN LINE WITH THE TAXONOMY (NUMERATOR) (TURNOVER)

Amount and proportion (the information must be presented in monetary amounts and in percentages)
CCM+CCA Climate change mitigation (CCM) Climate change adaptation (CCA)
Economic activities Millions of euros % Millions of euros % Millions of euros %
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.26 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.27 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.28 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
97.00 2.29% 97.00 2.42% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.29 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.30 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
1.38 0.03% 0.00% 1.38 0.61%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.31 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of other taxonomy-aligned economic activities
not referred to in rows 1 to 6 above in the numerator of the applicable
KPI
4,143.81 97.68% 3,918.21 97.58% 225.60 99.39%
Total amount and proportion of taxonomy-aligned economic activities in
the numerator of the applicable KPI
4,242.19 100.00% 4,015.21 100.00% 226.97 100.00%

> TEMPLATE 3. ECONOMIC ACTIVITIES IN LINE WITH THE TAXONOMY (NUMERATOR) (CAPEX)

Amount and proportion (the information must be presented in monetary amounts and in percentages)
CCM+CCA Climate change mitigation (CCM) Climate change adaptation (CCA)
Economic activities Millions of euros % millions of euros % millions of euros %
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.26 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.27 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
19.42 0.21% 19.42 0.21% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.28 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
150.97 1.62% 150.97 1.66% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.29 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.30 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-aligned economic activity referred to in
Section 4.31 of Annexes I and II to (EU) Delegated Regulation 2021/2139 in the
numerator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of other taxonomy-aligned economic activities
not referred to in rows 1 to 6 above in the numerator of the applicable
KPI
9,141.59 98.17% 8,942.21 98.13% 199.39 100.00%
Total amount and proportion of taxonomy-aligned economic activities in
the numerator of the applicable KPI
9,311.99 100.00% 9,112.61 100.00% 199.39 100.00%

> TEMPLATE 4. TAXONOMY-ELIGIBLE ECONOMIC ACTIVITIES, BUT NOT IN LINE WITH THEREWITH (TURNOVER)

Amount and proportion (the information must be presented in monetary amounts and in percentages)
CCM+CCA Climate change mitigation (CCM) Climate change adaptation (CCA)
Economic activities Millions of euros % Millions of euros % Millions of euros %
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.26 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.27 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.28 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.29 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
720.23 0.44% 720.23 0.44% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.30 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
26.16 0.02% 26.16 0.02% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.31 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.60 0.00% 0.60 0.00% 0.00%
Amount and proportion of other taxonomy-eligible but not taxonomy
aligned economic activities not referred to in rows 1 to 6 above in the
denominator of the applicable KPI
164,612 99.55% 164,475 99.55% 137 100.00%
Total amount and proportion of taxonomy eligible but not taxonomy
aligned economic activities in the denominator of the applicable KPI
165,359 100.00% 165,222 100.00% 137 100.00%

> TEMPLATE 4. TAXONOMY-ELIGIBLE ECONOMIC ACTIVITIES, BUT NOT IN LINE WITH THEREWITH (CAPEX)

Amount and proportion (the information must be presented in monetary amounts and in percentages)
CCM+CCA Climate change mitigation (CCM) Climate change adaptation (CCA)
Economic activities Millions of euros % Millions of euros % Millions of euros %
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.26 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.27 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.28 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00% 0.00% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.29 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
145.44 0.09% 145.44 0.09% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.30 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
13.30 0.01% 13.30 0.01% 0.00%
Amount and proportion of taxonomy-eligible but not taxonomy-aligned
economic activity referred to in Section 4.31 of Annexes I and II to (EU)
Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.90 0.00% 0.90 0.00% 0.00%
Amount and proportion of other taxonomy-eligible but not taxonomy
aligned economic activities not referred to in rows 1 to 6 above in the
denominator of the applicable KPI
163,209 99.90% 163,101 99.90% 107 100.00%
Total amount and proportion of taxonomy eligible but not taxonomy
aligned economic activities in the denominator of the applicable KPI
163,368 100.00% 163,261 100.00% 107 100.00%

> TEMPLATE 5. NON-ELIGIBLE ECONOMIC ACTIVITIES AS PER THE TAXONOMY (TURNOVER)

Economic activities Millions of euros Percentage
Amount and proportion of economic activity referred to in row 1 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.26 of Annexes
I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 2 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.27 of Annexes
I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 3 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.28 of Annexes
I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 4 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.29 of Annexes
I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 5 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.30 of Annexes
I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 6 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.31 of Annexes
I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of other taxonomy-non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the
applicable KPI
235,220 100%
Total amount and proportion of taxonomy-non-eligible economic activities in the denominator of the applicable KPI 235,220 100%

> TEMPLATE 5. NON-ELIGIBLE ECONOMIC ACTIVITIES AS PER THE TAXONOMY (CAPEX)

Economic activities Millions of euros Percentage
Amount and proportion of economic activity referred to in row 1 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.26 of
Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 2 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.27 of
Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 3 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.28 of
Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 4 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.29 of
Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 5 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.30 of
Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of economic activity referred to in row 6 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.31 of
Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0.00%
Amount and proportion of other taxonomy-non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the
applicable KPI
232,141 100%
Total amount and proportion of taxonomy-non-eligible economic activities in the denominator of the applicable KPI 232,141 100%

> TEMPLATES PENSION PLANS AND EPSV BUSINESS (VIDACAIXA)

Indicator Plans and EPSV
TEMPLATE FOR THE KEY INDICATOR OF GAINS OR LOSSES OF ASSET MANAGERS AV € M %
The weighted average value of all investments aimed at financing economic activities that are in line with the
taxonomy or are linked to these activities, in relation to the value of the total assets covered by the KPI, with the
Turnover-based: % 315.5 1.1%
following weightings for investments in companies CapEx-based: % 667.1 2.3%
The percentage of the assets covered by the KPI in relation to the total investments of insurance or reinsurance
companies (total assets managed). Except investments in sovereign entities
Coverage ratio: % 28,596.2 73.0%
Additional and complementary disclosures: breakdown of the KPI denominator
The percentage of derivatives1
in relation to the total assets covered by the KPI
% 1,849.6 6.5%
Proportion of exposures to financial and non-financial companies that are EU members not subject to Articles Non-financial undertakings: % 279.7 1.0%
19bis and 29bis of Directive 2013/34/EU in total assets covered by the KPI Financial companies: % 61.5 0.2%
Proportion of exposures to financial and non-financial companies of non-EU countries not subject to Articles 19bis Non-financial undertakings: % 4,737.5 16.6%
and 29bis of Directive 2013/34/EU in total assets covered by the KPI Financial companies: % 35.7 0.1%
Proportion of exposures to financial and non-financial companies subject to Articles 19bis and 29bis of Directive Non-financial undertakings: % 3,572.6 12.5%
2013/34/EU in total assets covered by the KPI Financial companies: % 1,579.6 5.5%
The proportion of exposures to other counterparties2
in the total assets covered by the KPI
% 16,479.8 57.6%
The value of all investments financing not taxonomy-eligible economic activities, in relation to the value of the total
assets covered by the KPI
% 4,252.0 14.9%
The value of all investments financing taxonomy-eligible economic activities, but are not in line therewith, in
relation to the value of the total assets covered by the KPI3
% 584.7 2.0%
Additional and complementary disclosures: breakdown of the KPI numerator
The proportion of exposures in line with the taxonomy versus financial and non-financial companies subject to
Articles 19bis and 29bis in the total assets covered by the KPI
Non-financial companies over the business
volume: %
315.5 1.1%
Financial companies over the business
volume: %
N.A. N.A.
Non-financial companies over the CapEx: % 667.1 2.3%
Financial companies over the CapEx: % N.A. N.A.
The proportion of exposures in line with the taxonomy versus other counterparties in the total assets covered by Turnover-based: % 0.0 — %
the KPI Over the CapEx volume: % 0.0 — %
Breakdown of the KPI numerator by environmental objective4
Activities that are in line with the taxonomy, provided that the assessment of social guarantees and the lack of significant damage is positive:

1 Includes investment derivatives such as futures and options. 2 Of which €14 190 M correspond to exposure to funds managed by third parties. For these amounts, the available taxonomy data are not sufficiently granular to report in accordance with denominator breakdowns defined in the templates of Delegated Regulation (EU) 2021/2178. However, VidaCaixa, based on available data, estimated the percentage of eligibility and percentage of alignment with the taxonomy of these amounts, as detailed below. Data on taxonomy is available for 86.8% of the amounts invested in third-party funds. The following is assessed: 14.7% of the underlying assets correspond to financial and non-financial companies subject to Articles 19bis and 29bis of Directive 2013/34/EU; 2.9% to taxonomy-eligible assets, and 0.9% to activities aligned on the basis of income; 4.4% to taxonomy-eligible assets, and 1.5% to activities aligned on the basis of CapEx. 3 The value of all investments financing taxonomy-eligible economic activities, in line or not therewith, stand at 3.1% of the value of the total assets covered by the KPI. Based on the breakdowns of eligibility reported by companies, or when not available, based on an extrapolation of the breakdown of alignment by taxonomy targets (without double-posting), it is estimated that almost 3.1% corresponds to eligibility with the climate change mitigation target and less than 0.1% with the climate change adaptation target. 4 The proportion of exposures in line with the taxonomy versus financial and non-financial companies subject to Articles 19bis and 29bis does not coincide exactly with the breakdown of these same exposures by objective of the taxonomy. This is because the assessment of the alignment is based exclusively on data reported by companies (not on estimates) and some companies do not publish the breakdown of the proportion of their sales and CapEx aligned by objective.

Plans and EPSV
TEMPLATE FOR THE KEY INDICATOR OF GAINS OR LOSSES OF ASSET MANAGERS Indicator AV € M %
1) Climate change mitigation Total over the turnover: % 292.2 1%
Total over the CapEx volume: % 633.4 2%
Transition activities over the business
volume: %
2.9 — %
Transition activities over the CapEx volume:
%
10.9 — %
Facilitating activities over the business
volume: %
157.9 1%
Facilitating activities over the CapEx volume:
%
299.5 1%
2) Climate change adaptation (CCA) Total over the turnover: % 8.4 — %
Total over the CapEx volume: % 7.1 — %
Transition activities over the business
volume: %
0.4 — %
Transition activities over the CapEx volume:
%
0.4 — %
Facilitating activities over the business
volume: %
2.3 — %
Facilitating activities over the CapEx volume:
%
5.8 — %
3) Sustainable use and protection of water and marine resources Total over the turnover: % N.A. N.A.
Total over the CapEx volume: % N.A. N.A.
Transition activities over the business
volume: %
N.A. N.A.
Transition activities over the CapEx volume:
%
N.A. N.A.
Facilitating activities over the business
volume: %
N.A. N.A.
Facilitating activities over the CapEx volume:
%
N.A. N.A.

Plans and EPSV
TEMPLATE FOR THE KEY INDICATOR OF GAINS OR LOSSES OF ASSET MANAGERS Indicator AV € M %
4) Transition to a circular economy Total over the turnover: % N.A. N.A.
Total over the CapEx volume: % N.A. N.A.
Transition activities over the business
volume: %
N.A. N.A.
Transition activities over the CapEx volume:
%
N.A. N.A.
Facilitating activities over the business
volume: %
N.A. N.A.
Facilitating activities over the CapEx volume:
%
N.A. N.A.
5) Pollution prevention and control Total over the turnover: % N.A. N.A.
Total over the CapEx volume: % N.A. N.A.
Transition activities over the business
volume: %
N.A. N.A.
Transition activities over the CapEx volume:
%
N.A. N.A.
Facilitating activities over the business
volume: %
N.A. N.A.
Facilitating activities over the CapEx volume:
%
N.A. N.A.
6) Protection and recovery of biodiversity and ecosystems Total over the turnover: % N.A. N.A.
Total over the CapEx volume: % N.A. N.A.
Transition activities over the business
volume: %
N.A. N.A.
Transition activities over the CapEx volume:
%
N.A. N.A.
Facilitating activities over the business
volume: %
N.A. N.A.
Facilitating activities over the CapEx volume:
%
N.A. N.A.

> TEMPLATES NUCLEAR ENERGY AND GAS (PENSION PLANS AND EPSV)

TEMPLATE 1 - ACTIVITIES RELATED TO NUCLEAR ENERGY AND FOSSIL GAS Indicator Plans and EPSV (breakdown Annex
IV)
Nuclear energy related activities
1. The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative
electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.
YES/NO YES
2. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce
electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as
their safety upgrades, using best available technologies.
YES/NO YES
3. The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or
process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as
well as their safety upgrades.
YES/NO YES
Fossil gas related activities
4. The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce
electricity using fossil gaseous fuels.
YES/NO YES
5. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power
generation facilities using fossil gaseous fuels.
YES/NO YES
6. The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that
produce heat/cool using fossil gaseous fuels.
YES/NO YES

Note: VidaCaixa's live positions in companies engaged in activities in line with the green taxonomy and related to nuclear energy and/or fossil gas were analysed. As it was the first year of publication of the templates in Annex XII of Delegated Regulation (EU) 2021/2178, differences in interpretation were detected in the companies' reporting, which resulted in inconsistent indicators when aggregating them at portfolio level; therefore, no information from templates 2-5 of Annex XII is published.

> TEMPLATES INSURANCE BUSINESS (VIDACAIXA)

TEMPLATE FOR THE KEY INDICATOR OF GAINS OR LOSSES OF INSURANCE AND REINSURANCE COMPANIES Insurance and UL
(INVESTMENTS) Indicator AV € M %
The weighted average value of all investments aimed at financing economic activities that are in line with the
taxonomy or are linked to these activities, in relation to the value of the total assets covered by the KPI, with the
Turnover-based: % 763.4 2.7%
following weightings for investments in companies CapEx-based: % 1,482.6 5.2%
The percentage of the assets covered by the KPI in relation to the total investments of insurance or reinsurance
companies (total assets managed). Except investments in sovereign entities
Coverage ratio: % 28,625.9 33.6%
Additional and complementary disclosures: breakdown of the KPI denominator
The percentage of derivatives1
in relation to the total assets covered by the KPI
% 1,418.3 5.0%
Proportion of exposures to financial and non-financial companies that are EU members not subject to Articles Non-financial undertakings: % 774.3 2.7%
19bis and 29bis of Directive 2013/34/EU in total assets covered by the KPI Financial companies: % 94.8 0.3%
Proportion of exposures to financial and non-financial companies of non-EU countries not subject to Articles 19bis Non-financial undertakings: % 4,870.1 17.0%
and 29bis of Directive 2013/34/EU in total assets covered by the KPI Financial companies: % 52.7 0.2%
Proportion of exposures to financial and non-financial companies subject to Articles 19bis and 29bis of Directive Non-financial undertakings: % 7,306.9 25.5%
2013/34/EU in total assets covered by the KPI Financial companies: % 2,324.9 8.1%
The proportion of exposures to other counterparties2
in the total assets covered by the KPI
% 11,783.9 41.2%
The proportion of investments by insurance and reinsurance companies that are not linked to life insurance
contracts and by virtue of which the investment risk is borne by policyholders, which are aimed at financing
activities that are in line with the taxonomy or are linked to these activities
% 12,467.1 43.6%
The value of all investments financing not taxonomy-eligible economic activities, in relation to the value of the total
assets covered by the KPI
% 7,687.3 26.9%
The value of all investments financing taxonomy-eligible economic activities, but are not in line therewith, in
relation to the value of the total assets covered by the KPI3
% 1,181.1 4.1%
Additional and complementary disclosures: breakdown of the KPI numerator
The proportion of exposures in line with the taxonomy versus financial and non-financial companies subject to
Articles 19bis and 29bis in the total assets covered by the KPI
Non-financial companies over the business
volume: %
763.4 2.7%
Financial companies over the business
volume: %
N.A. N.A.
Non-financial companies over the CapEx: % 1,482.6 5.2%
Financial companies over the CapEx: % N.A. N.A.
The proportion of investments by insurance and reinsurance companies that are not linked to life insurance
contracts and by virtue of which the investment risk is borne by policyholders, which are aimed at financing
Turnover-based: % 691.0 2.4%
activities that are in line with the taxonomy or are linked to these activities Over the CapEx volume: % 1,319.6 5.0%
The proportion of exposures in line with the taxonomy versus other counterparties in the total assets covered by Turnover-based: % 0.0 — %
the KPI Over the CapEx volume: % 0.0 — %
Breakdown of the KPI numerator by environmental objective4

Activities that are in line with the taxonomy, provided that the assessment of social guarantees and the lack of significant damage is positive:

1 Includes investment derivatives such as futures and options.

2 Of which €10,430 M correspond to exposure to funds managed by third parties. For these amounts, the available taxonomy data are not sufficiently granular to report in accordance with denominator breakdowns defined in the templates of Delegated Regulation (EU) 2021/2178. However, VidaCaixa, based on available data, estimated the percentage of eligibility and percentage of alignment with the taxonomy of these amounts, as detailed below.

Data on taxonomy is available for 70.2% of the amounts invested in third-party funds. The following is assessed: 19.1% of the underlying assets correspond to financial and non-financial companies subject to Articles 19bis and 29bis of Directive 2013/34/EU; 3.4% to taxonomy-eligible assets, and 0.9% to activities aligned on the basis of income; 7.7% taxonomy-eligible assets, and 2.4% to activities aligned on the basis of CapEx. 3 The value of all investments financing taxonomy-eligible economic activities, in line or not therewith, stand at 6.8% of the value of the total assets covered by the KPI. Based on the breakdowns of eligibility reported by companies, or when not available, based on an extrapolation of the breakdown of alignment by taxonomy targets (without double-posting), it is estimated that 6.7% corresponds to eligibility with the climate change mitigation target and 0.1% with the climate change adaptation target. 4 The proportion of exposures in line with the taxonomy versus financial and non-financial companies subject to Articles 19bis and 29bis does not coincide exactly with the breakdown of these same exposures by objective of the taxonomy. This is because the assessment of the alignment is based exclusively on data reported by companies (not on estimates) and some companies do not publish the breakdown of the proportion of their sales and CapEx aligned by objective. Note: UL refers to Unit Linked.

TEMPLATE FOR THE KEY INDICATOR OF GAINS OR LOSSES OF INSURANCE AND REINSURANCE COMPANIES Insurance and UL
(INVESTMENTS) Indicator AV € M %
Total over the turnover: % 731.3 3%
Total over the CapEx volume: % 1,391.2 5%
Transition activities over the business
volume: %
15.1 — %
1) Climate change mitigation Transition activities over the CapEx volume:
%
15.9 — %
Facilitating activities over the business
volume: %
354.6 1%
Facilitating activities over the CapEx volume:
%
550.1 2%
Total over the turnover: % 2.7 — %
Total over the CapEx volume: % 4.9 — %
Transition activities over the business
volume: %
0.0 — %
2) Climate change adaptation (CCA) Transition activities over the CapEx volume:
%
0.0 — %
Facilitating activities over the business
volume: %
1.5 — %
Facilitating activities over the CapEx volume:
%
4.3 — %
Total over the turnover: % N.A. N.A.
Total over the CapEx volume: % N.A. N.A.
3) Sustainable use and protection of water and marine resources Transition activities over the business
volume: %
N.A. N.A.
Transition activities over the CapEx volume:
%
N.A. N.A.
Facilitating activities over the business
volume: %
N.A. N.A.
Facilitating activities over the CapEx volume:
%
N.A. N.A.

1 Includes investment derivatives such as futures and options.

2 Of which €10,430 M correspond to exposure to funds managed by third parties. For these amounts, the available taxonomy data are not sufficiently granular to report in accordance with denominator breakdowns defined in the templates of Delegated Regulation (EU) 2021/2178. However, VidaCaixa, based on available data, estimated the percentage of eligibility and percentage of alignment with the taxonomy of these amounts, as detailed below.

Data on taxonomy is available for 70.2% of the amounts invested in third-party funds. The following is assessed: 19.1% of the underlying assets correspond to financial and non-financial companies subject to Articles 19bis and 29bis of Directive 2013/34/EU; 3.4% to taxonomy-eligible assets, and 0.9% to activities aligned on the basis of income; 7.7% taxonomy-eligible assets, and 2.4% to activities aligned on the basis of CapEx. 3 The value of all investments financing taxonomy-eligible economic activities, in line or not therewith, stand at 6.8% of the value of the total assets covered by the KPI. Based on the breakdowns of eligibility reported by companies, or when not available, based on an extrapolation of the breakdown of alignment by taxonomy targets (without double-posting), it is estimated that 6.7% corresponds to eligibility with the climate change mitigation target and 0.1% with the climate change adaptation target. 4 The proportion of exposures in line with the taxonomy versus financial and non-financial companies subject to Articles 19bis and 29bis does not coincide exactly with the breakdown of these same exposures by objective of the taxonomy. This is because the assessment of the alignment is based exclusively on data reported by companies (not on estimates) and some companies do not publish the breakdown of the proportion of their sales and CapEx aligned by objective. Note: UL refers to Unit Linked.

TEMPLATE FOR THE KEY INDICATOR OF GAINS OR LOSSES OF INSURANCE AND REINSURANCE COMPANIES Insurance and UL
(INVESTMENTS) Indicator AV € M %
Total over the turnover: % N.A. N.A.
Total over the CapEx volume: % N.A. N.A.
Transition activities over the business
volume: %
N.A. N.A.
4) Transition to a circular economy Transition activities over the CapEx volume:
%
N.A. N.A.
Facilitating activities over the business
volume: %
N.A. N.A.
Facilitating activities over the CapEx volume:
%
N.A. N.A.
Total over the turnover: % N.A. N.A.
Total over the CapEx volume: % N.A. N.A.
Transition activities over the business
volume: %
N.A. N.A.
5) Pollution prevention and control Transition activities over the CapEx volume:
%
N.A. N.A.
Facilitating activities over the business
volume: %
N.A. N.A.
Facilitating activities over the CapEx volume:
%
N.A. N.A.
Total over the turnover: % N.A. N.A.
Total over the CapEx volume: % N.A. N.A.
Transition activities over the business
volume: %
N.A. N.A.
6) Protection and recovery of biodiversity and ecosystems Transition activities over the CapEx volume:
%
N.A. N.A.
Facilitating activities over the business
volume: %
N.A. N.A.
Facilitating activities over the CapEx volume:
%
N.A. N.A.

1 Includes investment derivatives such as futures and options.

2 Of which €10,430 M correspond to exposure to funds managed by third parties. For these amounts, the available taxonomy data are not sufficiently granular to report in accordance with denominator breakdowns defined in the templates of Delegated Regulation (EU) 2021/2178. However, VidaCaixa, based on available data, estimated the percentage of eligibility and percentage of alignment with the taxonomy of these amounts, as detailed below.

Data on taxonomy is available for 70.2% of the amounts invested in third-party funds. The following is assessed: 19.1% of the underlying assets correspond to financial and non-financial companies subject to Articles 19bis and 29bis of Directive 2013/34/EU; 3.4% to taxonomy-eligible assets, and 0.9% to activities aligned on the basis of income; 7.7% taxonomy-eligible assets, and 2.4% to activities aligned on the basis of CapEx. 3 The value of all investments financing taxonomy-eligible economic activities, in line or not therewith, stand at 6.8% of the value of the total assets covered by the KPI. Based on the breakdowns of eligibility reported by companies, or when not available, based on an extrapolation of the breakdown of alignment by taxonomy targets (without double-posting), it is estimated that 6.7% corresponds to eligibility with the climate change mitigation target and 0.1% with the climate change adaptation target. 4 The proportion of exposures in line with the taxonomy versus financial and non-financial companies subject to Articles 19bis and 29bis does not coincide exactly with the breakdown of these same exposures by objective of the taxonomy. This is because the assessment of the alignment is based exclusively on data reported by companies (not on estimates) and some companies do not publish the breakdown of the proportion of their sales and CapEx aligned by objective. Note: UL refers to Unit Linked.

> TEMPLATES NUCLEAR ENERGY AND GAS (INSURANCE BUSINESS)

TEMPLATE 1 - ACTIVITIES RELATED TO NUCLEAR ENERGY AND FOSSIL GAS Indicator Insurance and UL (breakdown
Annex X)
Nuclear energy related activities
1. The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative
electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.
YES/NO YES
2. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce
electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as
their safety upgrades, using best available technologies.
YES/NO YES
3. The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or
process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as
well as their safety upgrades.
YES/NO YES
Fossil gas related activities
4. The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce
electricity using fossil gaseous fuels.
YES/NO YES
5. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power
generation facilities using fossil gaseous fuels.
YES/NO YES
6. The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that
produce heat/cool using fossil gaseous fuels.
YES/NO YES

Note: VidaCaixa's live positions in companies engaged in activities in line with the green taxonomy and related to nuclear energy and/or fossil gas were analysed. As it was the first year of publication of the templates in Annex XII of Delegated Regulation (EU) 2021/2178, differences in interpretation were detected in the companies' reporting, which resulted in inconsistent indicators when aggregating them at portfolio level; therefore, no information from templates 2-5 of Annex XII is published.

--

Global Reporting Initiative (GRI)

The CaixaBank Group has presented the information included in this GRI content index for the period between 1 January 2023 and 31 December 2023 using the GRI Standards as a reference.

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
General Disclosures
The organisation and
its reporting practices
2-1 Organisational details Note 1.1 to the 2023 Consolidated financial statements (CAA 2023)
"Glossary and Group structure -
Group structure" section CMR 2023
Note 8 CFS 2023
2-2 Entities included in the organisation's
sustainability reports
Note 2.1 and Annexes 1, 2 and 3 CAA 2023
2-3 Reporting period, frequency and point of
contact
The Consolidated Management Report, which includes the Non-Financial Information Statement, is drawn up
annually in line with the period reported in the consolidated financial statements.
The period reported is the annual financial year ended 31 December 2023.
The usual channels for dealing with customers, shareholders and institutional investors or the media are
indicated on the corporate website: [email protected] / [email protected]
2-4 Updated information "Criteria and scope of the Report" section CMR 2023
2-5 External assurance "Independent verification report" section CMR 2023
Activities and workers 2-6 Activities, value chain and other business
relationships
"Business Model" section CMR 2023
"Customers" section CMR 2023
Note 8 CFS 2023
"Supplier and Procurement Management" section CMR 2023
2-7 Employees "Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures" section CMR 2023
"Diversity and equal opportunities -
Functional diversity" section CMR 2023
"Diversity and equal opportunities -
Generational diversity -
Generational diversity in figures" section CMR 2023
"Professional development and remuneration -
Professional development and remuneration in figures" section
CMR 2023
2-8 Non-employed workers "Supplier and Procurement Management" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
General Disclosures
"Corporate Governance -
The Management and Administration of the Company" section CMR 2023
2-9 Governance structure and composition "Corporate Governance –
Senior Management" section CMR 2013
2-10 Appointment and selection of the
highest governance body
"Corporate Governance -
The Management and Administration of the Company -
The Board of Directors -
Selection, appointment, re-election, evaluation and removal of Board members" section CMR 2023
2-11 Chair of the highest governing body "Corporate Governance -
The Management and Administration of the Company -
The Board of Directors" section
CMR 2023
2-12 Role of the highest governance body in
the supervision of impact management
"Sustainability governance" section CMR 2023
"Corporate Governance -
The Management and Administration of the Company" section CMR 2023
2-13 Delegation of responsibility for impact
management
"Corporate Governance –
Senior Management" section CMR 2013
"Ethical and responsible behaviour -
Compliance and conduct" section CMR 2023
2-14 Role of the highest governance body in
sustainability reporting
The Directorate of Financial Accounting, Control and Capital is responsible for preparing and coordinating the
2023 CMR, which includes the Statement of Non-financial Information. This report is subsequently reviewed by
the Management Committee, the Appointments and Sustainability Committee, the Audit and Control Committee,
and the Board of Directors of CaixaBank. The latter is responsible for formulating the Non-Financial Information
Statement, which contains the regulatory requirements of information and any information deemed material
according to the materiality analysis.
Governance 2-15 Conflicts of interest "Corporate Governance -
Corporate Governance Best Practices" section CMR 2023
Note 43 CAA 2023
"Corporate Governance -
The Management and Administration of the Company" section CMR 2023
2-16 Reporting critical concerns "Corporate Governance –
Senior Management" section CMR 2013
There are no critical concerns for the current financial year.
2-17 Collective knowledge of the highest
governing body
"Corporate Governance -
The Management and Administration of the Company -
The Board of Directors" section
CMR 2023
2-18 Evaluation of the highest governance
body's performance
"Corporate Governance -
The Management and Administration of the Company -
The Board of Directors -
Selection, appointment, re-election, evaluation and removal of Board members" section CMR 2023
"Corporate Governance -
The Management and Administration of the Company -
Evaluation of the Board" section
CMR 2023
2-19 Remuneration policies "Corporate Governance -
Remuneration" section CMR 2023
Annual Report on Remuneration of Directors
2-20 Process for determining remuneration "Corporate Governance -
Remuneration" section CMR 2023
Annual Report on Remuneration of Directors
2-21 Annual total compensation ratio Note 9.1 CAA 2023
"Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
General Disclosures
2-22 Declaration of the sustainable
development strategy
2-23 Commitments and policies
Strategy, policies and
practices
"Letter from the Chairman" CMR 2023
"Letter from the CEO" CMR 2023
"Ethical and responsible behaviour -
Conduct and compliance policies" section CMR 2023
"Ethical and responsible behaviour -
Commitment towards Human Rights" section CMR 2023
"Sustainability governance" section CMR 2023
2-24 Incorporation of political commitments "Ethical and responsible behaviour -
Conduct and compliance policies" section CMR 2023
"Society" section CMR 2023
2-25 Processes to remedy negative impacts "Environment and climate" section CMR 2023
"Ethical and responsible behaviour -
Commitment towards Human Rights" section CMR 2023
"Sustainable business" section CMR 2023
2-26 Mechanisms for requesting advice and
raising concerns
"Ethical and responsible behaviour -
Internal information system" section CMR 2023
"Ethical and Responsible Behaviour -
Queries channel" section CMR 2023
2-27 Compliance with laws and regulations Note 24.3 CAA 2023
Note 44.1 CAA 2023
Given the Group's activities, there is no significant risk of an environmental nature. CaixaBank did not receive any
relevant fines or sanctions related to compliance with environmental regulations in 2023.
2-28 Membership of associations "Partnerships and Alliances" section CMR 2023
"Dialogue with society" section CMR 2023
"Social action" section CMR 2023
Stakeholder
engagement
2-29 Approach to Stakeholder Engagement "Dialogue with customers" section CMR 2023
"Dialogue with employees" section CMR 2023
"Dialogue with shareholders and investors" section CMR 2023
"Dialogue with society" section CMR 2023
2-30 Collective bargaining agreements "Employee experience -
Labour standards and personnel rights" section CMR 2023
GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
GRI 3 (2021) 3-1 Process for determining material topics "Materiality" section CMR 2023
GRI 3 (2021) 3-2 List of material topics "Materiality" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Financial soundness and profitability
GRI 3 (2021) 3-3 Management of material topics "Risk management -
Corporate Risk Catalogue -
Cross-cutting risks" section CMR 2023
"Risk management -
Corporate Risk Catalogue -
Financial risks" section CMR 2023
"Shareholders and investors" section CMR 2023
201-1 Direct economic value generated and
distributed
"CaixaBank in 2023" section CMR 2023
"Ethical and responsible behaviour -
Fiscal transparency -
Own taxes and taxes collected from third parties"
section CMR 2023
"Environment and climate" section CMR 2023
GRI 201 (2016): 201-2 Financial implications and other risks
and opportunities related to climate change
"Risk management -
Sustainability risk management" section CMR 2023
Economic "Sustainable business" section CMR 2023
performance 201-3 Defined benefit plan obligations and
other retirement plans
Note 24.1 CAA 2023
Note 24.2 CAA 2023
Note 36 CAA 2023
201-4 Financial assistance received from
government
"Grants and public aid received" of Annex 5 CAA 2023
Note 43 CAA 2023
203-1 Infrastructure investments and
services supported
"CaixaBank in 2023" section CMR 2023
GRI 203 (2016):
Impacts
economic impacts
"Financial inclusion" section CMR 2023
"Social action" section CMR 2023
"Sustainable business" section CMR 2023
203-2 Significant indirect economic impacts "CaixaBank in 2023" section CMR 2023
"Financial inclusion" section CMR 2023
"Social action" section CMR 2023
"Sustainable business" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Cybersecurity and data protection
GRI 3 (2021) 3-3 Management of material topics "Risk management -
Corporate Risk Catalogue -
Operational risks -
Technological" CMR 2023
"Environment -
Social, technological and competitive environment" section CMR 2023
"Technology and digitalisation" section CMR 2023
"Cybersecurity" section CMR 2023
The CaixaBank Group did not suffer any incident related to cybersecurity involving leaks of personally
identifiable information in fiscal year 2023, nor in the three previous years. Consequently, no customer has
suffered any damage resulting from a leak of
information due to attacks on CaixaBank's computer systems.
GRI 418 (2016):
Customer privacy
418-1 Substantiated complaints regarding
breaches of customer privacy and losses of
customer data
With respect to other types of incidents arising from the exposure of customer information in cases of phishing
or malpractice by employees, the Group seeks to minimise their occurrence and mitigate their impact through
continuous training, communication and bolstering its digital channels with the most advanced technologies,
such as artificial intelligence.
In 2023, no significant new disciplinary actions were taken with regard to this topic and no significant sanctions
were received.

"Dialogue with Customers - Customer Service" section CMR 2023

Active management of financial and non-financial risks
GRI 3 (2021) 3-3 Management of material topics "Risk Management" CMR 2023
Clear and transparent communication / Responsible marketing
GRI 3 (2021) 3-3 Management of material topics "Clear and transparent communication" section CMR 2023
"Risk management -
Corporate Risk Catalogue -
Operational risks -
Conduct and compliance" section CMR 2023
"Risk management -
Corporate Risk Catalogue -
Cross-cutting risks -
Reputational" section CMR 2023
GRI 417 (2016):
Marketing and
labelling
417-1 Requirements for product and service
information and labelling
"Clear and transparent communication" section CMR 2023
417-2 Incidents of non-compliance
concerning product and service information
and labelling
In 2023, no significant new disciplinary actions were taken with regard to this topic and no significant sanctions
were received.
417-3 Incidents of non-compliance In 2023, no significant new disciplinary actions were taken with regard to this topic and no significant sanctions
concerning marketing communications were received.

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Quality, extensive and specialised offer of financial products and services
GRI 3 (2021) 3-3 Management of material topics "Customer experience" section CMR 2023
"Dialogue with customers" section CMR 2023
Own indicator:
Measuring customer
experience by
segment
Assessment given by customers based on the
NPS (net promoter score) and EI (experience
index)
"Customer experience -
Measuring and managing the customer experience" CMR 2023
Ethics, good governance and responsible culture
GRI 3 (2021) 3-3 Management of material topics "Risk management -
Corporate Risk Catalogue -
Operational risks -
Conduct and compliance" section CMR 2023
"Ethical and responsible behaviour -
Compliance and conduct" section CMR 2023
205-1 Operations assessed for risks related
to corruption
"Risk management -
Corporate Risk Catalogue -
Operational risks -
Conduct and compliance" section CMR 2023
"Ethical and responsible behaviour -
Internal information system" section CMR 2023
GRI 205 (2016): Anti "Ethical and Responsible Behaviour -
Queries channel" section CMR 2023
corruption 205-2 Communication and training on anti
corruption policies and procedures
"Ethical and responsible behaviour -
Measures to ensure compliance with policies" section CMR 2023
205-3 Confirmed incidents of corruption and
actions taken
"Ethical and responsible behaviour -
Internal information system" section CMR 2023
"Ethical and Responsible Behaviour -
Queries channel" section CMR 2023
GRI 206 (2016): Anti
competitive behaviour
206-1 Legal actions for anti-competitive
behaviour, anti-trust, and monopoly
practices
In 2023, no significant new disciplinary actions were taken with regard to this topic and no significant sanctions
were received.
GRI 207 (2019): Taxes 207-1 Approach to tax "Ethical and responsible behaviour -
Fiscal transparency" section CMR 2023
207-2 Tax governance, control and risk
management
"Ethical and responsible behaviour -
Fiscal transparency" section CMR 2023
207-3 Stakeholder engagement and
management of concerns related to tax
"Ethical and responsible behaviour -
Fiscal transparency" section CMR 2023
207-4 Country-by-country reporting "Ethical and responsible behaviour -
Fiscal transparency" section CMR 2023
GRI 415 (2016): Public
policy
415-1 Political contributions "Ethical and responsible behaviour -
Conduct and compliance policies" section CMR 2023
"Dialogue with society" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Specialised service / Accessibility and inclusion
GRI 3 (2021) 3-3 Management of material topics "Dialogue with customers" section CMR 2023
"Financial inclusion" section CMR 2023
Own indicator:
Citizens with a branch
in their municipality
Percentage of population in Spain in
municipalities where CaixaBank has a branch
(retail office or dependent window).
"Financial inclusion -
Close and accessible banking" section CMR 2023
Environmental finance and investment solutions
GRI 3 (2021) 3-3 Management of material topics "Sustainable business" section CMR 2023
Managing talent and professional development
GRI 3 (2021) 3-3 Management of material topics "Professional development and pay" section CMR 2023
GRI 401 (2016):
Employment
401-1 New employee hires and employee
turnover
"Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures" section CMR 2023
401-2 Benefits provided to full-time
employees that are not provided to
temporary or part-time employees
Generally speaking, there are no differences in the social benefits received by employees based on the type of
contract. However, some contracts contain specific requirements that must be met by employees in order to
access the social benefits
401-3 Parental leave "Employee experience -
Equality Plan" section CMR 2023
GRI 402 (2016):
Labour/management
relations
402-1 Minimum notice periods regarding
operational changes
In 2023, CaixaBank has complied with the deadlines established in current labour law for different circumstances
GRI 404 (2016):
Training and
education
404-1 Average hours of training per year per
employee
"Professional development and pay" section CMR 2023
404-2 Programs for upgrading employee
skills and transition assistance programs
"Professional development and pay" section CMR 2023
404-3 Percentage of employees receiving
regular performance and career
development reviews
"Professional development and pay" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Working conditions and well-being of workers
GRI 3 (2021) 3-3 Management of material topics "Employee experience" section CMR 2023
"Employee experience -
New ways of working" section CMR 2023
403-1 Occupational health and safety
management system
"Employee experience -
Promoting well-being in a healthy and sustainable environment" section CMR 2023
403-2 Hazard identification, risk assessment,
and incident investigation
"Employee experience -
Promoting well-being in a healthy and sustainable environment" section CMR 2023
403-3 Occupational health services "Employee experience -
Promoting well-being in a healthy and sustainable environment" section CMR 2023
403-4 Worker participation, consultation, and "Employee experience -
Promoting well-being in a healthy and sustainable environment" section CMR 2023
communication on occupational health and
safety
"Dialogue with employees" section CMR 2023
403-5 Worker training on occupational health
and safety
"Employee experience -
Promoting well-being in a healthy and sustainable environment" section CMR 2023
GRI 403 (2018): 403-6 Promotion of worker health "Employee experience -
Promoting well-being in a healthy and sustainable environment" section CMR 2023
Occupational health
and safety
403-7 Prevention and mitigation of
occupational health and safety impacts
directly linked by business relationships
"Employee experience -
Promoting well-being in a healthy and sustainable environment" section CMR 2023
403-8 Workers covered by an occupational
health and safety management system
"Employee experience -
Promoting well-being in a healthy and sustainable environment" section CMR 2023
403-9 Work-related injuries "Employee experience -
Promoting well-being in a healthy and sustainable environment -
Accident and
absenteeism data" section CMR 2023
403-10 Work-related ill health "Employee experience -
Promoting well-being in a healthy and sustainable environment -
Accident and
absenteeism data" section CMR 2023
CaixaBank's activities do not lead to the development in its workers of any of the occupational diseases classified
as serious.
GRI 407 (2016):
Freedom of
407-1 Operations and suppliers whose right
to freedom of association and collective
bargaining could be at risk
"Employee experience -
Labour standards and personnel rights" section CMR 2023
association and
collective bargaining
"Supplier and Procurement Management" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Adaptation to climate change and energy transition
GRI 3 (2021) 3-3 Management of material topics "Risk management -
Sustainability risk management" section CMR 2023
Own indicator: ESG
advisory service
Corporate customers assisted and
operations in which it has acted as a
sustainable coordinator under the ESG
advisory service.
"Dialogue with Customers -
Engagement with customers to promote sustainability" section CMR 2023
Social action and voluntary work
GRI 3 (2021) 3-3 Management of material topics "Social action" section CMR 2023
GRI 413 (2016): Local
communities
413-1 Operations with local community
engagement, impact assessments, and
development programs
"Financial inclusion" section CMR 2023
"Social action" section CMR 2023
413-2 Operations with negative impacts on
local communities
"Risk management -
Sustainability risk management -
ESG risk management -
Equator Principles" section CMR
2023
Climate change risk management / Decarbonising investments
GRI 3 (2021) 3-3 Management of material topics "Risk management -
Sustainability risk management" section CMR 2023
"Environment and climate" section CMR 2023

GRI 305 (2016): Issues 305-3 Other indirect GHG emissions (scope 3) "Environment and climate - Climate Change - Financed emissions" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Promotion of sustainability in the value chain
GRI 3 (2021) 3-3 Management of material topics "Risk management -
Corporate Risk Catalogue -
Operational risks -
Conduct and compliance" section CMR 2023
"Ethical and responsible behaviour -
Conduct and compliance policies" section CMR 2023
"Supplier and Procurement Management" section CMR 2023
GRI 204 (2016):
Procurement practices
204-1 Proportion of spending on local
suppliers
"Supplier and Procurement Management" section CMR 2023
GRI 308 (2016):
Supplier
environmental
assessment
308-1 New suppliers that were screened
using environmental criteria
"Supplier and Procurement Management" section CMR 2023
GRI 414 (2016):
Supplier social
assessment
414-1 Percentage of new suppliers assessed
and screened using social criteria
"Supplier and Procurement Management" section CMR 2023
Diversity and equal opportunity
GRI 3 (2021) 3-3 Management of material topics "Diversity and equal opportunities" section CMR 2023
GRI 405 (2016): 405-1 Diversity of governance bodies and
employees
"Corporate Governance -
The Management and Administration of the Company -
Diversity Board of Directors"
section CMR 2023
Diversity and equal "Diversity and equal opportunities" section CMR 2023
opportunity 405-2 Ratio of basic salary and remuneration
of women to men
"Diversity and equal opportunities -
Gender diversity -
Gender diversity in figures" section CMR 2023
GRI 406 (2016): Non 406-1 Incidents of discrimination and
corrective actions taken
"Ethical and responsible behaviour -
Internal information system" section CMR 2023
discrimination "Ethical and Responsible Behaviour -
Queries channel" section CMR 2023
Access to microfinance and social impact solutions
GRI 3 (2021) 3-3 Management of material topics "Financial inclusion" section CMR 2023
Own indicator: Social
housing
Portfolio of properties owned by the Group in
which the tenant's situation of vulnerability is
considered when setting the conditions of
the lease
"Financial inclusion -
An active support policy for housing problems" section CMR 2023
Promotion of financial education
GRI 3 (2021) 3-3 Management of material topics "Financial inclusion -
Financial culture" section CMR 2023

GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Environmental management and operational carbon footprint
GRI 3 (2021) 3-3 Management of material topics "Environmental management plan" section CMR 2023
GRI 302 (2016): Energy 302-1 Energy consumption within the
organisation
"Environmental management plan" section CMR 2023
302-3 Energy intensity "Environmental management plan" section CMR 2023
305-1 Direct GHG emissions (scope 1) "Environmental management plan" section CMR 2023
GRI 305 (2016): Issues 305-2 Indirect GHG emissions from energy
generation (scope 2)
"Environmental management plan" section CMR 2023
305-3 Other indirect GHG emissions (scope 3) "Environment and climate -
Financed emissions" section CMR 2023
"Environmental management plan" section CMR 2023
305-4 GHG emission intensity "Environment and climate -
Financed emissions" section CMR 2023
"Environmental management plan" section CMR 2023
GRI Standard GRI Content Section or sub-section of the 2023 CMR index / Reference / Direct response
Material topics
Driving partnerships to promote sustainability
GRI 3 (2021) 3-3 Management of material topics "Partnerships and Alliances" section CMR 2023
Own indicator:
Recognition by
analysts and inclusion
in sustainability
indices
Assessment and rating of the main
sustainability ratings agencies and indices
(mainly: CDP, DJSI, MSCI, Moody's,
Sustainalytics, FTSE4Good, Sustainable Fitch,
ISS).
"Sustainable business -
Indices and ratings" section CMR 2023

* The sections not detailed were deemed to have an insignificant impact.

Sustainability Accounting Standards Board (SASB)1

CaixaBank, in keeping with its core business of providing financial products and services to retail customers, meets the industry standard for commercial banks. In coming years, it will add other industry standards that provide a more complete map of the Group's activities, and the definition and calculation of the associated metrics will be updated.

TABLE 1. DISCLOSURE TOPICS AND METRICS ON SUSTAINABILITY

Topic SASB metric Code Section or sub-section of the Consolidated Management Report 2023 (CMR 2023) / Other
references / Direct response
Data Security (1) Number of incidents FN-CB-230a.1 The CaixaBank Group did not suffer any incident related to cybersecurity involving leaks of
personally identifiable information in fiscal year 2023, nor in the three previous years.
Consequently, no customer has suffered any damage resulting from a leak of information due to
attacks on CaixaBank's computer systems.
(2) Percentage of personally identifiable
information
With respect to other types of incidents arising from the exposure of customer information in cases
of phishing or malpractice by employees, the Group seeks to minimise their occurrence and
mitigate their impact through continuous training, communication and bolstering its digital
channels with the most advanced technologies, such as artificial intelligence.
In addition, it is worth noting that the bank maintains an insurance policy to cover certain expenses
arising from a cyber incident.
(3) Number of affected holders
Description of the approach to identify and
address data security risks
FN-CB-230a.2
"Risk management -
Corporate Risk Catalogue -
Cross-cutting risks -
Reputational" section CMR
2023

"Risk management -
Corporate Risk Catalogue -
Operational risks" CMR section 2023

"Cybersecurity" section CMR 2023

1 The SASB standard for Commercial Banks has been used in its updated version of December 2023.

Topic SASB metric Code Section or sub-section of the Consolidated Management Report 2023 (CMR 2023) / Other
references / Direct response
Financial Inclusion
and Capacity
Development
(1) Number and (2) amount of outstanding
loans qualified for programmes designed to
promote the development of small businesses
and communities
FN-CB-240a.1 CaixaBank focuses its activity on retail banking, with an approach that prioritises proximity and
impact on the society in which it operates. At 31 December 2023, its portfolio of customer loans
(€342,540 M) was characterised by its granularity—many small operations targeting individuals
(49%). 14% of the portfolio is allocated to SMEs and individual entrepreneurs (€48,814 M).

See further details of the credit portfolio in "Note 3. Risk management" of the CaixaBank Group's
Consolidated Annual Accounts for 2023 (CAA 2023)
It is worth highlighting two specific areas that share a clear goal of producing an impact on the
community: on the one hand, the issuance of social bonds to finance specific credit operations for
customers who contribute to SDGs; on the other hand, the activity of MicroBank, the CaixaBank
Group's social bank, with a catalogue of specific products for the most vulnerable groups in society.
Since 2019, CaixaBank has issued five social bonds, for a total amount of €5,000 million,
linked to SDGs 1, 3, 4 and 8. The funds received are intended to finance: (i) loans granted to
freelancers, micro businesses, small businesses and SMEs in the most disadvantaged areas of
Spain (€4,720 M and 70,087 operations); (ii) finance loans granted by MicroBank to families with
limited income (the limit is set at 3 times the Public Multiple Effect Income Indicator (IPREM -
Indicador Público de Renta de Efectos Múltiples)] (€1,212 M and 249,824 operations) and; (iii)
projects aimed at promoting education and providing basic services in the healthcare sector (€61 M
and 21 operations). The details of the eligible portfolio of social bonds are up to date as at 31
December 2022.

See further detail in the Social bond impact report published on the corporate website in
December 2023

See further detail in the section "Financial Inclusion -
Social impact through the issuance of social
bonds" CMR 2023
At December 31, 2022, the outstanding balance of MicroBank's portfolio reached €2,779 M, of
which €613 M corresponds to financing for entrepreneurs and micro-enterprises
with fewer
than 10 employees and with a turnover not exceeding two million euros a year that need financing
to start, consolidate or expand the business, or to meet working capital needs.

See further detail in the "Financial inclusion -
MicroBank" section CMR 2023
(1) Number and (2) amount of outstanding
loans and loans not yet counted as income
granted to programmes to promote small
business and community development
FN-CB-240a.2 The CaixaBank Group's NPL ratio at 31 December 2023 is 2.7%. For the MicroBank's portfolio, the
cumulative ratio of write-offs to the capital due as at 31 December 2023 was 6.15%.

See more details on defaults in "Note 3. Risk Management -
3.4 Financial risk -
3.4.1 Credit risk"
CAA 2023

Topic SASB metric Code Section or sub-section of the Consolidated Management Report 2023 (CMR 2023) / Other
references / Direct response
Financial Inclusion
and Capacity
Development
Number of accounts without expenses for
retail customers who are unbanked or have
restricted access to banking services
FN-CB-240a.3 In the territories where CaixaBank primarily operates (Spain and Portugal), the level of the
company's banking service is very high, in excess of 90% (both in Spain and Portugal, World Bank
data from 2017). For this reason, the unbanked are placed in other
vulnerable groups with
difficulties in accessing banking services.
CaixaBank offers three products specifically designed for these groups, with the clear objective of
facilitating access to all financial services, the social account, the insertion account and the basic
payment account.
The social account consists of a free demand deposit account + free access to basic financial
services. It is designed for people at risk of exclusion (individuals who receive a Minimum
Subsistence Income, Guaranteed Income for communities, among others, or who suffer severe
poverty) that cannot access the requirements to obtain the free services.
The insertion account
consists of an account, an insertion debit card and access to CaixaBankNow
digital banking services with some operational limitations, all free of charge. It is aimed at
individuals without access to banking due to being located in high risk jurisdictions
and not being
able to provide evidence of income (refugees) and people who need a bank account to receive
social benefits or to access a first job.
The Basic Payment Account
consists of an account, a debit card and access to basic financial
services, aimed at anyone residing in the EU. If the customer is also at risk of financial exclusion or
vulnerability, this account may be exempt from fees.
At 31 December 2022, the total number of insertion, social and vulnerable basic payment accounts
stood at 359,938.

See further details in the "Financial inclusion -
Products and services for vulnerable groups"
section CMR 2023
Number of participants in financial education
initiatives for customers who are unbanked or
have limited banking coverage
FN-CB-240a.4 CaixaBank believes financial education is key for our customers and society in general to reach
reasonable levels of financial well-being. For this reason it carries out various initiatives in the field
of financial education, specific to each segment, as well as initiatives with far-reaching media
coverage, with the aim of improving financial knowledge among all people.
Through the CaixaBank Volunteer
programme, the company holds talks and workshops on basic
finance, in person and online, aimed at the most vulnerable groups. In 2023, 5,732 attendees
(volunteers not including the social month) attended. In addition, talks and workshops were held
for young people and other groups (42,961 attendees).

See further details in the "Financial inclusion -
Financial culture" section CMR 2023

See further details in the "Social Action -CaixaBank Volunteering" section CMR 2023
Incorporation of
Environmental,
Social and
Governance
Factors into Credit
Analysis
Description of the approach for incorporating
environmental, social and governance factors
(ESG) into credit analysis
FN-CB-410a.2
"Risk management -
Sustainability risk management" section CMR 2023

"Environment and climate" section CMR 2023

Topic SASB metric Code Section or sub-section of the Consolidated Management Report 2023 (CMR 2023) / Other
references / Direct response
Financed
Emissions
Gross absolute financed emissions, broken
down by (1) Scope 1, (2) Scope 2 and (3) Scope
3
FN-CB-410b.1
"Climate Change -
Financed emissions" section CMR 2023
Gross exposure of each sector by assets class FN-CB-410b.2
"Climate Change -
Financed emissions" section CMR 2023
Gross exposure percentage included in the
calculation of financed emissions
FN-CB-410b.3
"Climate Change -
Financed emissions" section CMR 2023
Description of the methodology used to
calculate financed emissions
FN-CB-410b.4 The methodology used for the calculation has been performed under an operational control
approach following the methodology developed by PCAF and described in "The Global GHG
Accounting and Reporting Standard for the Financial Industry (Part A).Second Edition".

See further details in "Climate Change -
Financed emissions" section CMR 2023
Business Ethics Total amount of monetary losses arising from
legal proceedings due to fraud, insider trading,
anti-trust, anti-competitive behaviour, market
manipulation, malpractice or violation of other
laws or regulations related to the financial
industry
FN-CB-510a.1
"Note 24. Provisions" CAA 2023
Description of complaint policies and
procedures
FN-CB-510a.2
"Ethical and Responsible Behaviour" section CMR 2023
Systemic
Management of
Risk
Score of Global Systemically Important Bank
(G-SIB) by category
FN-CB-550a.1 See the following link on CaixaBank's corporate website for the Group's information regarding the
proposal by the Basel Committee on Banking Supervision's Prudential Macro-Supervision Group
for the identification of global systemically important entities ("G-SIBs") as of December 31, 2020.
As of 2021, the information relating to the identification of global systemically important entities
("G-SIBs") is included in the Pillar 3 Disclosures in accordance with the Commission Implementing
Regulation (EU) 2021/1018 of 22 June 2021.
https://www.caixabank.com/es/accionistas-inversores/informacion-economico-financiera/otra
informacion-financiera.html
Description of the approach for incorporating
the results of mandatory and voluntary stress
tests into capital adequacy planning, long-term
corporate strategy and other business
activities
FN-CB-550a.2  "Note 3. Risk management -
3.3 Cross-cutting risks -
3.3.2 Own funds and solvency risk" CAA
2023
TABLE 2. ACTIVITY METRICS
SASB metric Code Section or sub-section of the Consolidated Management Report 2023 (CMR 2023) / Other
references / Direct response
(1) Number and (2) Value of current and savings accounts by
segment: (A) personal and (b) small business
FN-CB-000.A  "Note 23. Financial liabilities -
Financial liabilities designated at fair value through profit or loss -
23.3.2 Customer deposits" CAA 2023
(1) Number and (2) Value of loans by segment: (A) personal, (b) small
businesses and (c) companies
FN-CB-000.B "Note 3. Risk Management -
3.4 Financial risk -
3.4.1 Credit risk -
Concentration in economic
sectors" CAA 2023

Task Force on Climate-related Financial Disclosures (TCFD)

The Financial Stability Board (FSB) commissioned the TCFD (Task Force on Climaterelated Financial Disclosures) to develop a reporting framework that will help the market assess the performance of companies with regard to climate change and contribute to the decision-making of stakeholders. The initiative recommends the disclosure of financial information related to climate change addresses 4 main categories.

The Sustainability Strategy section of the 2023 Consolidated Management Report reflects CaixaBank's strategy and positioning in this area.

The following table shows the summary of progress of the initiative at 31 December 2023.

Category TCFD Recommendation Summary response / Section or sub-section in the report
1.
GOVERNANCE
Reporting on the
governance of the
organisation around
climate-related risks
and opportunities
a) Describe the supervision
by the board of the climate
related risks and
opportunities.
The sustainability governance system in CaixaBank is structured through the governing bodies (Board of
Directors, Appointments and Sustainability Committee, Risk Committee and Audit and Control Committee) and
management (Management Committee), complemented
by other internal committees and areas of the Entity
(Global Risk Committee, Sustainability Committee and Sustainability Department). The governance model is the
same for managing climate change.
As regards climate risks and opportunities: the Appointments and Sustainability Committee monitors and reports
on Climate and environmental risks (holding a total of 12 sessions during 2023, among all the topics addressed);
the Risks Committee debates, examines, reaches agreements and issues reports on the Group's Risk Policy, the
Risk Scorecard, Environmental and Climate Risks, among others (holding a total of 14 sessions during 2023,
among all the topics addressed);
See further details in "Corporate Governance -
The Management and Administration of the Company" section
CMR 2023
CaixaBank's Board of Directors is ultimately responsible for the Corporate Sustainability/ ESG Risk Management
Policy, approved in March 2022 by the Board of Directors.
See further detail in the "Sustainability governance" section CMR 2023
b) Describe the role of
management in assessing
and managing climate
related risks and
opportunities.
The highest management body with responsibility for managing sustainability risk, including climate and
environmental risk, is the Sustainability Committee, which was set up and approved in April 2021. In March 2021,
the Sustainability Office was created, whose director is a member of the Management Committee and leads the
SC. The Sustainability Committee meets at least monthly and reports to the Management Committee.
To enhance the oversight of climate risks, in January 2022 the Climate Risk Management was created within the
Sustainability Office.
The Declaration on climate change was approved in January 2022 by the Board of Directors and is currently being
updated. In it CaixaBank commits to taking the necessary measures to comply with the Paris Agreement.
The annual and long-term variable remuneration systems for the Executive Directors, Senior Management and a
considerable part of the workforce (Identified Staff, Corporate Services, Private Banking, Business Banking and
Corporate & International Banking) are linked to sustainability criteria. As of 2024, these factors will be included
in the determination of the variable remuneration of the entire CaixaBank workforce.
See further detail in the "Sustainability governance" section CMR 2023

Category TCFD Recommendation Summary response / Section or sub-section in the report
2.
STRATEGY
Reporting on the
actual and potential
a) Describe the climate
related risks and
opportunities identified by
the organisation in the short,
medium and long term.1
The deployment of the Environmental and Climate Strategy, incorporated into the 2022-2024 Sustainability
Master Plan, in order to actively manage environmental risks and those associated with climate change and move
towards zero net emissions. CaixaBank has also established the 2022-2024 Environmental Management Plan to
reduce the direct operational impact of the Group's activities.
Based on the assessments carried out, the management of ESG risks currently focuses on environmental risk and,
more specifically, on climate risk. To this end, detailed analyses have been conducted on climate risks
at the
sector level and to the physical risk of the mortgage portfolio.
See further details in the "Risk management -
Sustainability risk management" section CMR 2023
b) Describe the impact of
climate risks and
opportunities on the
organisation's businesses,
strategy, and financial
planning.1
CaixaBank participated in the climate stress test conducted by the ECB in the first half of 2022. The exercise is a
key step forward for managing climate risk and as a basis for quantifying it. This climate stress exercise is aligned
with the ECB's Climate
and Environmental Risk Guide and, in turn, constitutes a key tool for managing climate risk.
CaixaBank also conducts qualitative and quantitative scenario analyses for climate risks. For transition risk, the
qualitative analysis focuses on identifying the segments potentially most affected by the transition risk in sectors
with portfolio material risks. The quantitative analysis exercises conducted to date are being used as the basis for
the recurrent deployment of the Entity's climate risk analysis, which is currently underway. These exercises are
based on the methodology developed within the UNEP
FI (TCFD Banking Pilot) working group.
impacts of climate See further details in the "Risk management -
Sustainability risk management" section CMR 2023
risks and
opportunities on the
organisation's
businesses, strategy,
and financial planning
where this
information is
relevant.
c) Describe the resilience of
the organisation's strategy,
taking into account the
different climate-related
scenarios, such as a scenario
with 2ºC or less.
In July 2021, CaixaBank joined the Partnership for Carbon Accounting Financials (PCAF)
In April 2021, CaixaBank signed the Net Zero Banking Alliance
(NZBA), promoted by the United Nations (UNEP FI), as
a founding member.
Furthermore, VidaCaixa in 2022 was the first insurance company and pension fund manager in Spain to join the
Net Zero Asset Owner Alliance (NZAOA) initiative, committing to transitioning its portfolios toward "Net Zero"
greenhouse gases emissions by 2050.
The Company continues to monitor the decarbonisation path of the main companies in the sectors analysed on
the basis of their strategic plans to ensure the resilience of the Company's strategy, and there are also plans to
extend the engagement process to the Company's major customers in the most relevant sectors from a climate
risk perspective.
See further details in "Climate Change -
Alignment of the investment and credit portfolio with the Paris
Agreement" section CMR 2023
In February 2024, CaixaBank issued one Green Bond
for €1,250 M. In total, €6,832 M have been allocated to
projects that promote two of the Sustainable Development Goals (SDGs): Goal 7 (Affordable and Clean Energy)
and Goal 9 (Industry, Innovation and Infrastructure).
See further details in the "Green bonds" section CMR 2023
See further details in the Green Bonds Report published on the corporate website in December 2023

1 The information reported in this TCFD section has been specifically reviewed by PwC within the framework of the verification of the NFIS of the CaixaBank Group's CMR 2023.

Category TCFD Recommendation Summary response / Section or sub-section in the report
3.
RISK MANAGEMENT
Reporting on the
processes used to
identify, assess, and
manage climate
related risks
a) Describe the organisation's
processes to identify and
assess climate-related risks.1
The Corporate ESG/Sustainability Risk Management Policy establishes general and sectoral exclusions linked to
the business relationship and financing of companies with activities with potential adverse impacts on human
rights, the environment and the climate.
See further details in the "Risk management -
Sustainability risk management" section CMR 2023
Since 2022, ESG risks (sustainability) are considered as a transversal factor affecting various risks in the Catalogue
(credit, reputational and other operational risks), including climate change and other environmental risks in the
definitions of legal and regulatory risk.
See further detail in the "Risk management -
Corporate Risk Catalogue" section CMR 2023
In 2007, CaixaBank adhered to the Equator Principles, through which a series of additional processes are
established in relation to ESG risk assessment for certain services.
See further details in the "Risk management -
Sustainability risk management -
Equator Principles" section CMR
2023
b) Describe the organisation's
processes to manage
climate-related risks.1
CaixaBank aims to ensure that the procedures and tools for identifying, assessing and monitoring ESG risks are
applied and integrated into standard risk, compliance and operational processes.
CaixaBank has carried out a materiality assessment of sustainability/ESG risks, which is the basis for a
proportionate deployment of ESG risk management processes and for feeding into strategic risk processes and
risk calibration. Due to the special characteristics of climate risks, the climate risk assessment is based on various
climate change scenarios and different time horizons.
See further details in the "Risk management -
Sustainability risk management" section CMR 2023
c) Describe how the
processes to identify, assess,
and manage climate-related
risks are integrated in the
organisation's general risk
management.1
Sustainability (ESG, which includes environmental and climate risk) is a cross-cutting factor that has a level-2
effect on several risks: credit, reputational, operational and legal/regulatory.
See further details in the "Risk management -
Sustainability risk management" section CMR 2023

1 The information reported in this TCFD section has been specifically reviewed by PwC within the framework of the verification of the NFIS of the CaixaBank Group's CMR 2023.

With regard to the European Union Taxonomy, in 2022 environmentally sustainable activities were defined internally (eligibility analysis). In 2023 the GAR (Green Asset Ratio) and GIR (Green Investment Ratio) were published for the first time for the objectives of mitigation and adaptation to climate change of old activities (before the incorporation of new activities in 2023), in accordance with Delegated Regulation 2021/2139 of 4 June 2021, which specifies the criteria for determining which economic activities are aligned with these climate objectives (alignment analysis). In addition, the Group in 2023 has reported its exposure to economic activities related to fossil gas and nuclear energy for the first time, in accordance with Commission Delegated Regulation (EU) 2022/1214 of 9 March 2022 (exposure to economic activities related to fossil gas and nuclear energy).

See further details in "Sustainable business - Green taxonomy" section CMR 2023

Category TCFD Recommendation Summary response / Section or sub-section in the report
4.
METRICS AND
TARGETS
Reporting the metrics
a) Report the metrics used by
the organisation to assess
climate related risks and
opportunities in accordance
with its risk management and
strategy process.1
Estimate of the financed emissions (Scope 3, category 15 of the GHG Protocol).
See further details in "Climate Change -
Financed emissions" section CMR 2023
Operations financed under the Equator Principles framework.
See further details in the "Risk management -
Sustainability risk management -
Equator Principles" section CMR
2023
b) Report Scope 1, Scope 2
and, if applicable, Scope 3
greenhouse gas emissions
(GHG) and their related
risks.1
Estimate of the financed emissions (Scope 3, category 15 of the GHG Protocol). Progress has been made in
estimating financed emissions based on the PCAF methodology for the entire portfolio. Taking as a reference the
guidelines defined by PCAF in its accounting and reporting standard (The global GHG accounting & reporting
standard for the financial industry), CaixaBank has calculated the financed emissions (scope 3, category 15 as
defined by the GHG Protocol) at 31 December 2022 for the lending and investment portfolio of CaixaBank, S.A.
and has focused its efforts on publishing data for the electricity, oil and gas, automotive, iron and steel and
carbon sectors.
and objectives used to
assess and manage
See further details in "Climate Change -
Financed emissions" section CMR 2023
climate-related risks
and opportunities
when the information
is relevant.
Operational carbon footprint of the CaixaBank Group.
See further details in the "Environmental Management Plan -Operational carbon footprint of the CaixaBank
Group" section CMR 2023
c) Describe the targets used
by the organisation to
manage climate-related risks
and opportunities and the
performance in relation to
the targets.
Signing the NZBA represents a higher ambition with respect to the previous commitments assumed by the
Company, such as the Collective Commitment to Climate Action, as it requires aligning with the target of limiting the
temperature increase by 1.5ºC with respect to pre-industrial levels. CaixaBank published its first decarbonisation
targets for 2030 of the loan portfolio for the following sectors in October 2022: oil and gas and electricity sectors.
In 2023, decarbonisation targets have also been published for the following sectors: automotive, iron and
steel and coal.

See further details in "Climate Change - Decarbonisation targets" section CMR 2023

United Nations Environment Programme Finance Initiative (UNEP FI)

As of 2019, CaixaBank is a signatory of the Principles for Responsible Banking, launched by the United Nations Environment Programme Finance Initiative (UNEP FI). These Principles aim to align the financial sector's activity with the achievement of the United Nations Sustainable Development Goals and the Paris Agreements on climate change.

As a signatory, CaixaBank reports annually on the degree of progress in its implementation. This table shows the main developments.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
1.
Alignment
We will align our
business strategy to
be coherent and
contribute to the
needs of people and
the objectives of
society, as
expressed in the
Sustainable
Development Goals,
the Paris
Agreement
and relevant
national and
regional
frameworks.
1.1 Business Model
Describe (high level) the bank's business model, including the main customer
segments to which it is addressed, the Types of products and services
provided, the main sectors and types of activities and, where applicable,
technologies financed in the main territorial areas in which the bank
operates or provides products and services. Also quantify the information by
disclosing, for example, the distribution of your bank's portfolio (%) in terms
of territorial areas and segments (i.e. by balance sheet and/or off-balance
sheet) or by disclosing the number of clients served.
CaixaBank is a financial group with a socially-responsible model of
universal banking and long-term vision, based on quality, close
relationships and specialisation. The Company offers a value
proposal for products and services adapted for each segment, with
specialised centres for, among others, AgroBank, microenterprises,
Corporate Banking, Private Banking and CIB and International
Banking. The Group operates mainly in Spain and, through BPI, also
a signatory of the Principles for Responsible Banking in Portugal.
CaixaBank currently has 20 million customers. It is the leader in
online banking, with a nearly 11.5 million share of digital customers
in Spain. MicroBank, the Group's social bank, is a leader in the field
of social inclusion, using micro-loans and other forms of lending
with a social impact. The Group's insurance activity is carried out
through VidaCaixa, a leading insurance sector company in Spain,
while CaixaBank Asset Management, with a market share of 23.6%,
is the Group's asset management company.
Management Report (hereinafter MR):
Chapter 01. Our identity. Section:
>
"Presentation of the CaixaBank
Group"
Chapter 05. Value creation model.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
1.
Alignment
We will align our
business strategy to
be coherent and
contribute to the
needs of people and
the objectives of
society, as
expressed in the
Sustainable
Development Goals,
the Paris Agreement
and relevant
national and
regional
frameworks.
(2/2)
1.2 Strategy alignment
Does your corporate strategy identify and reflect sustainability as a
strategic priority(ies) for your bank?
■ Yes ■ No
Describe how the bank has aligned or plans to align its strategy to be
consistent with the Sustainable Development Goals (SDGs), the Paris
Agreement and relevant national and regional frameworks.
Does your bank also refer to any of the following sustainability
reporting frameworks or regulatory requirements in its strategic
priorities or policies for implementing them?
■ UN Guiding Principles on Business and Human Rights
■ Core Conventions of the International Labour Organisation
■ UN Global Compact
■ UN Declaration on the Rights of Indigenous Peoples
■ Any regulatory information requirements applicable to environmental risk
assessments, e.g., climate risk. Specify which: European Central Bank
Guidance on climate-related and environmental risks
■ Any applicable regulatory reporting requirements on social risk
assessments, e.g. on modern slavery. Specify which:
■ None of the above
CaixaBank has Principles of Sustainability Action, approved by the
Board of Directors in 2022, which guide the Group's actions and
seek to align its activity with the main sustainability standards and
principles. These include the Global Compact and the Guiding
Principles on Business and Human Rights, both promoted by the
United Nations.
In addition, CaixaBank's 2022-2024 Strategic Plan includes, among
its three strategic lines, that of Being a benchmark in Europe in
terms of sustainability. This priority is developed in the Sustainable
Banking Plan, which is based on three major ambitions:
>
Promoting the sustainable transition of companies and
society;
>
Leading positive social impact and promoting financial
inclusion;
>
Fostering a responsible culture as a benchmark in
governance.
In this regard, the Plan must contribute to achieving all the SDGs
and, especially, SDG 1 (Ending poverty); SDG 8 (Decent work and
economic growth); SDG 12 (Responsible Consumption and
Production) and SDG 17 (Partnerships for the Goals). It is also
aligned with the objectives of the Paris Agreement, in line with
CaixaBank's public commitment to achieve net zero emissions by
2050, as a signatory of the Net Zero Banking Alliance.
MR.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
2.1 Impact analysis (Key step 1)
Demonstrate that your bank has conducted an impact analysis
of your portfolio(s) to identify your most important impact
areas and determine priority areas for targeting. The impact
analysis shall be regularly updated1 and shall comply with the
following requirements/elements (a-d)2
:
a) Scope: What is the scope of the impact analysis of your bank?
Describe which of the bank's core business areas, products and
services in the main territorial areas in which the bank operates
(as described in 1.1) have been taken into account in the impact
analysis. Please also describe which areas have not yet been
included and why.
(1/4)
Prior to the definition of the 2022-2024 Sustainable Banking Plan, an analysis of
the Spanish context was carried out to determine the main risks and
opportunities for the CaixaBank Group's business in environmental, social and
governance terms (hereinafter, ESG). For this analysis, which was the basis for
establishing the institution's strategic priorities and objectives, the following were
taken into account:
>
CaixaBank's business model.
>
The commitments adopted (such as the Principles for Responsible Banking
and the adherence to the Net Zero Banking Alliance) and existing
sustainability programmes and initiatives.
>
Current and planned sustainability regulations, especially on sustainable
finance.
>
The sustainable risk and business opportunities linked to customers, both
individuals and companies.
>
The expectations of stakeholders, based on a materiality analysis.
BPI also carried out a similar analysis focused on Portugal to determine the
priorities of its Sustainability Master Plan.
In general and regularly, the general and sectoral context of sustainability is
monitored and analysed, both nationally and internationally, with the aimg of
detecting potential emerging issues, new regulations or changes in the
stakeholders' expectations. In addition, and to assess the main potential negative
impacts, a number of more specific analyses are carried out, focused on the loan
portfolio. In 2023, a second materiality analysis was carried out on
sustainability risks. This analysis qualitatively assesses the main impacts that
ESG factors may have on "traditional" risks (credit, liquidity, market, operational,
reputational and business/strategic) for the various individual loan portfolios of
CaixaBank (mainly Spain):
>
For all ESG factors, and in relation to credit risk, the analysis has been
carried out in a differentiated way for the CIB, companies, mortgage and
consumer segments.
>
In relation to climate risk, the assessment is based on climate scenarios
and considers different time horizons for the transition scenarios
compatible with the Bank's decarbonisation commitments.
MR.
Chapter 02. Corporate strategy and
materiality. Sections:
>
"Environment"
>
"Materiality"
>
"Strategy"
Chapter 04. Risk management.
Chapter 05. Value creation model.
Section:
>
"Responsible investment"
Chapter 09. Board of Directors. Section:
>
"Financial inclusion"
Chapter 10. Environment and climate.
Section:
>
"Climate change"

1 This means that where the initial impact analysis was carried out in an earlier period, the information should be updated accordingly, the scope should be broadened, and the quality of the impact analysis should improve over time.

2 Further guidance can be found in the Interactive guidance on impact analysis and target setting.

through which we can have the most significant impacts.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we
will
establish and
publish objectives
2.1 Impact analysis (Key step 1)
Demonstrate that your bank has conducted an impact analysis
of your portfolio(s) to identify your most important impact
areas and determine priority areas for targeting. The impact
analysis shall be regularly updated and shall comply with the
following requirements/elements (a-d):
a) Scope: What is the scope of the impact analysis of your bank?
Describe which of the bank's core business areas, products and
services in the main territorial areas in which the bank operates
(as described in 1.1) have been taken into account in the impact
analysis. Please also describe which areas have not yet been
included and why.
(2/4)
>
In relation to credit risk:
>
Qualitative analysis: In the assessment of physical risks, and given
that Spain is one of the regions of Europe that will potentially be more
affected, a qualitative analysis has been carried out on the mortgage
portfolio and the portfolio of legal entities according to the customers'
economic activity. The impact on the mortgage portfolio is considered
to be of low materiality, given that mortgage guarantees are mainly
located in low risk areas (urban environment). As for the effect of the
climate events on the companies' financial statements, the probability
of which depends on the location of production centres and the
nature of the activity, the most impacted sectors are agriculture
(droughts), construction (heat waves) and transport (coastal floods).
Among the most exposed sectors in CaixaBank, construction is the
one most subject to physical risks. For transition risk, a qualitative
analysis has been conducted to identify the potentially most affected
segments of the portfolio's material risk sectors: energy (oil & gas and
electricity), transport (automotive, naval and aviation), real estate
(commercial and residential), cement, iron and steel, aluminium and
agriculture.
MR.
Chapter 02. Corporate strategy and
materiality. Sections:
>
"Environment"
>
"Materiality"
>
"Strategy"
Chapter 04. Risk management.
Chapter 05. Value creation model.
Section:
>
"Responsible investment"
Chapter 09. Board of Directors. Section:
>
"Financial inclusion"
Chapter 10. Environment and climate.
Section:
>
"Climate change"

2.1 Impact analysis (Key step 1)
>
Quantitative analysis: A framework has been developed a framework
MR.
for measuring both physical and transitional climate risks and they
have started to be integrated into its monitoring of the lending
Demonstrate that your bank has conducted an impact analysis
Chapter 02. Corporate strategy and
portfolio in 2022. This framework is a basis for future developments,
of your portfolio(s) to identify your most important impact
materiality. Sections:
such as the quantification of the economic capital requirements
areas and determine priority areas for targeting. The impact
related to these risks. The measurement framework covers a wide
>
"Environment"
analysis shall be regularly updated1 and shall comply with the
range of physical risks, including forest fires, river and coastal
>
"Materiality"
following requirements/elements (a-d)2
:
flooding, droughts and heat waves. It also takes into account the
>
"Strategy"
impact of the occurrence of these events on the value of mortgage
a) Scope: What is the scope of the impact analysis of your bank?
guarantees and on the economic activity of customers. It also
Describe which of the bank's core business areas, products and
addresses the transitional risk in the credit quality of companies,
Chapter 04. Risk management.
services in the main territorial areas in which the bank operates
considering the carbon emissions, prices, decarbonisation pathways
(as described in 1.1) have been taken into account in the impact
and investments required for the transition, as well as the impact of
Chapter 05. Value creation model.
analysis. Please also describe which areas have not yet been
an increase of production costs on the turnover and margins. Lastly,
Section:
included and why.
the framework includes a tool for quantifying the impact of the
>
"Responsible investment"
transition on mortgage guarantees, assuming that less energy
efficient properties will be less attractive in the future.
Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
>
"Financial inclusion"
Impact and setting
>
At the same time, extreme operational risk scenarios have been
(3/4)
developed that are linked to physical risks -assessing the potential
of objectives
Chapter 10. Environment and climate.
damage of certain meteorological events to material assets- and
Section:
transitional risks -through potential fines for non-compliance with
We will continue to
>
"Climate change"
sustainability reporting regulations-. Both have had a limited impact.
continually increase
our positive impacts
>
The analysis of environmental risks not arising from climate change
while reducing
has focused on the impacts on nature (loss of biodiversity, water,
negative impacts
deforestation, polluting emissions, etc.) To perform this analysis, a
and managing the
methodology similar to that used to analyse climate risk analysis has been
used, in which a distinction is made between physical and transition risks,
risks for people and
related respectively to the direct impact of damage to nature and the fight
the environment
to avoid it. Both kinds of risk have an impact on the main prudential risks.
resulting from our
Under these criteria, it is considered that the main impacts of other
activities, products
environmental risks are concentrated in the medium and long term in the
and services. To do
legal entities portfolio, together with reputational risks.
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
2. Chapter 09. Board of Directors. Section:

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
2.1 Impact analysis (Key step 1)
Demonstrate that your bank has conducted an impact analysis
of your portfolio(s) to identify your most important impact
areas and determine priority areas for targeting. The impact
analysis shall be regularly updated1 and shall comply with the
following requirements/elements (a-d)2
:
a) Scope: What is the scope of the impact analysis of your bank?
Describe which of the bank's core business areas, products and
services in the main territorial areas in which the bank operates
(as described in 1.1) have been taken into account in the impact
analysis. Please also describe which areas have not yet been
included and why.
(4/4)
CaixaBank also carried out a new calculation of greenhouse gas emissions
financed (scope 3, category 15, according to the definition of the GHG Protocol)
at 31 December 2022 for the loan and investment portfolio of CaixaBank, S.A.,
taking as a reference the guidelines defined by PCAF in its accounting and
reporting standards.
Also in 2023, three pilot exercises were carried out to measure the impact
on stakeholders, following the Impact-Weighted Accounts Framework
methodology and in collaboration with an independent expert. Specifically, for
the second consecutive year, an overall analysis of CaixaBank's activity to
measure and monetise the positive and negative impacts of its activity, directly
and indirectly through its value chain, on stakeholders and the impact on the
generation of economic, human, social and environmental capital. This analysis
has been supplemented by a specific analysis on the measurement and
monetisation of negative external factors linked to the financing portfolio (SMEs
and corporates), which provides an initial snapshot of the sectors with the highest
adverse potential impact according to their NACE. By means of this methodology,
and framed within the Banking for impact working group, a pilot project has also
been carried out jointly with European financial institutions to measure the
financing portfolio's negative impacts on biodiversity, taking considering the
different NACEs. These exercises are a source of information for developing other
internal initiatives in 2024, including the dialogue with customers.
Furthermore, CaixaBank, CaixBank Wealth Management Luxembourg,
CaixaBank AM and VidaCaixa and their subsidiaries consider the Main Adverse
Incidents in Sustainability (PIA), i.e. the negative impacts on sustainability related
to instrument issuers, which form part of the investment portfolios. In this
regard, they carry out a due diligence process to identify, prevent, mitigate and
explain how PIA are addressed. The systematic analysis and monitoring defines
the necessary mitigation measures, which may consist of non-investment,
divestment, reduction of exposure, or the observation and/or initiation of
engagement actions.
In 2023, the development of a project linked to groups in a situation of potential
vulnerability has continued, also within the retail banking sector. Within the
project's framework, groups of customers have been identified who, due to their
personal, social or economic circumstances, may be potentially vulnerable;
unjustified barriers or obstacles that may hinder these groups from accessing
financial services in terms that need to be adopted in order to remove these
barriers.
MR.
Chapter 02. Corporate strategy and
materiality. Sections:
>
"Environment"
>
"Materiality"
>
"Strategy"
Chapter 04. Risk management.
Chapter 05. Value creation model.
Section:
>
"Responsible investment"
Chapter 09. Board of Directors. Section:
>
"Financial inclusion"
Chapter 10. Environment and climate.
Section:
>
"Climate change"
Principles for
Reporting and Evaluation Requirements
Responsible
Banking
High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
----------------------------------------------------------------------------------- ------------------------------------------- ----------------------------------------------------------------------------------------

2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
b) The composition of the portfolio: Has your bank taken into
account the composition of your portfolio (in %) in the analysis?
Provide the proportional composition of your portfolio at a
global scale and by geographical area
i) by sector and industry3
for commercial, corporate and
investment banking portfolios (i.e. sectoral exposure or
industry breakdown in %), and/or
or
ii) by products and services and by customer type for consumer
and retail banking portfolios.
If your bank has adopted another approach to determine the
scale of the bank's exposure, explain how you have taken into
account where the bank's main activities/businesses are
located in terms of industries or sectors.
With regard to the analysis of sustainable business opportunities, the entire
credit and investment portfolio and its composition have been taken into
account, in particular the market shares related to the sectors and purposes most
affected by the transition to a more sustainable economy. In this regard, the
sector and geographical distribution of credit investment, as well as customer
segments, and the taxonomy of sustainable activities of the European Union have
been considered. Within the retail sphere, the potential in sustainable and impact
investment has been considered.
In relation to potential adverse impacts linked to social, environmental and
good governance factors in traditional risks, materiality analysis has focused on
the loan portfolio for all segments. For the specific analysis of climate risk in the
loan portfolio, the basis for selecting the portfolios to be prioritised has been the
level of transition or physical risk, the calculation of GHG emissions and their
breakdown by sector and sub-sector and the credit exposure with respect to the
total portfolio.
In addition, pilot projects relating to the measurement and monetisation of
potential sectoral impacts linked to the loan portfolio, together with the
expanded profit and loss account project, are an additional source to contribute
to the analysis of potential impacts related to the loan portfolio of SMEs and
corporates.
Similarly, and with a focus on retail customers and, more specifically, on
vulnerable groups: the analysis will not be carried out considering specific
customers of CaixaBank's retail portfolio, but with potential vectors of
vulnerability for groups of people and the established corrective measures to be
strengthened or to be implemented.
MR.
Chapter 04. Risk management. Section:
>
"Sustainability risk management"
Chapter 09. Board of Directors. Section:
>
"Financial inclusion"
Consolidated Annual Accounts
(hereinafter, CAA)
Note 8 CFS 2023
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3 "Key sectors" in relation to different impact areas, i.e. sectors whose positive and negative impacts are particularly relevant here.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
c) Context: What are the main challenges and priorities
related to sustainable development in the main
countries/regions in which your bank and/or its clients
operate?4 Describe how these have been taken into account,
including the stakeholders you have engaged to help refine
this element of the impact analysis.
To determine the strategic ambitions of sustainability, the priority challenges and
opportunities for Spain were analysed, considering:
>
The Green Pact and Sustainable Finance Strategy of the European Union;
>
Long-term strategy for a modern, competitive and climate-neutral Spanish
economy in 2050; The Just Transition Strategy, the National Plan for
Adaptation to Climate Change and the Integrated National Plan for Energy
and Climate (2021-2030);
>
The Recovery, Transformation and Resilience Plan and Next Generation EU;
>
Global risk reports of the World Economic Forum, including: "The Global Risk
Report 2021";
>
The UN Global SDG Database and Sustainable Development Report;
>
An X-ray of half a century of inequality in Spain. The Social Observatory of the
"la Caixa" Foundation (2021).
The adaptation and mitigation of climate change appear as national challenges; the
generation of quality employment, the reduction of poverty and inequality and
financial inclusion, among others. Since then, the new Kunming-Montreal Global
Biodiversity Framework and the State Strategic Plan for Natural Heritage and
Biodiversity, approved at the end of 2022 and which involve the incorporation of
nature as an additional scope to be addressed in the coming years, have been
considered.
Furthermore, a materiality study is conducted on an annual basis to contrast and
integrate stakeholder expectations into the sustainability strategy. The study
conduced in 2021 was used to define the Sustainable Banking Plan, and
subsequent studies are used as a source of contrast to detect changes in
expectations. Within this study's framework, more than 2,600 consultations were
conducted with the Group's main stakeholders and management in 2023, and the
study's methodology was adapted to respond to the dual materiality approach set
out in the GRI Standards in its 2021 version. In addition, CaixaBank continues to
work on this dual materiality analysis, with the aim of ensuring its alignment with
the criteria established in the new European standards on corporate sustainability
information.
The main issues identified have been included in the Sustainable Banking Plan, with
individual action plans and specific initiatives to advance their implementation.
MR.
Chapter 02. Corporate strategy and
materiality. Sections:
>
"Environment"
>
"Materiality"
>
"Strategy"
Principles for Reference(s) and link(s) to the

Responsible Banking and information 4 Alternatively, global priorities for banks with highly diversified international portfolios could be taken into account.

Reporting and Evaluation Requirements High-level summary of the bank's response

Reference(s) and link(s) to the bank's complete relevant replies

2. of objectives our positive impacts From these first three elements of an impact analysis, what areas of positive and negative impact has your bank identified? What significant impact areas (at least two) have you prioritised to take forward your target setting strategy (see 2.2)5 ? Specify. From the above analysis, several priority areas were identified on which to focus the Bank's action during the 2022-2024 period and for which to set specific objectives: 1. Sustainable transition and minimisation and adaptation to climate change, to accompany individual customers and companies in the energy transition process. This priority aims to reduce the negative impacts associated with customer and bank activity, as well as to support customers to maximise business opportunities associated with a decarbonised economy and thus increase their positive impact. This area, in turn, is broken down into four main lines: > Accompanying the transition of business customers: by promoting ESG financing and advice > Support for the transition among private customers: through the development and marketing of sustainable solutions > Implementation of the commitment to net carbon neutrality by 2050. > Integration of sustainability risks into the activity, with particular attention to those derived from climate change. 2. Financial inclusion and promotion of employment and entrepreneurship as two of the axes to promote a positive impact on people. This priority, in turn, is broken down into: > Focus on microfinance and social impact finance. MR. Chapter 02. Corporate strategy and materiality. Section: > "Strategy"

  • Social leadership and partnerships to multiply people's opportunities: especially for groups in vulnerable situations

  • Promotion of employment and entrepreneurship through the financing of projects that generate employment and initiatives for the development of knowledge and skills that facilitate the employment of workers.

5 In order to prioritise the areas with the most significant impact, a qualitative overlay to the quantitative analysis as described in a), b) and c) will be important, e.g. through stakeholder engagement and further geographical contextualisation.

Impact and setting

We will continue to continually increase while reducing negative impacts and managing the risks for people and the environment resulting from our activities, products and services. To do this, we will establish and publish objectives through which we can have the most significant impacts.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we will
establish and
publish objectives
through which we
can have the most
significant impacts.
d) For these (min. two prioritised impact areas):
Performance measurement: Has your bank identified which
sectors, industries, and types of clients financed or invested in
are causing the most significant actual positive or negative
impacts? Describe how you have assessed their performance,
using appropriate indicators related to significant impact areas
applicable to your bank's context.
In determining priority areas for target setting among areas of
most significant impact, the bank's current performance levels
should be taken into account, i.e. qualitative and/or
quantitative indicators and/or proxies of the social, economic
and environmental impacts resulting from the bank's activities
and the provision of products and services. If you have
identified climate and/or health and financial inclusion as your
most significant impact areas, please also refer to the
corresponding indicators in the annex.
If your bank has adopted another approach to assessing the
intensity of the impact resulting from the bank's activities and
its provision of products and services, please describe it.
(1/2)
1. With regard to the sustainable transition and minimisation and adaptation
to climate change, objectives have been established linked to climate risk
management (to minimise negative impacts) and sustainable business
generation (to maximise positive impacts).
With regard to sustainability risks, following the results of the materiality
analysis of these risks, a phased deployment of their management has been
initiated, prioritising physical and transition climate risks. In this regard, climate
risk management forms part of the commitment adopted in April 2021 when the
Bank became a founding member of the Net Zero Banking Alliance. The Bank has
committed to achieving zero net emissions in 2050, supporting customers in their
transition to a carbon-neutral economy, and to publish intermediate
decarbonisation targets. These targets are being set by phases, starting with the
most intensive sectors indicated in the UNEP FI Guidelines for Target Setting and
prioritising, among these, the most relevant in the CaixaBank portfolio.
The first decarbonisation targets for 2030 were established for the power
generation and oil and gas sectors and were disclosed in October 2022. In 2023,
objectives were made public for the iron and steel and automotive sectors, as
well as a commitment to phase-out of thermal coal by 2030.
In addition, the bank has established a sustainable mobilisation target for
2024, taking into account:
>
Sustainable business opportunities for the sectors most affected by the
sustainable transition. For business customers, it has been estimated that
these are sustainable mobility, building and agriculture, as well as energy
efficiency and renewable energies. For individuals, the focus of sustainable
solutions is mainly on housing, mobility, sustainable consumer products
and investment products.
>
CaixaBank's business model and its current and planned market shares.
The indicators:
Absolute emissions (MTCO2e/€M).
>
MR.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"
Chapter 05: Value creation model.
Section:
>
"Sustainable business"
Chapter 9. Board of Directors.
Section:
>
"Financial inclusion"
Chapter 10. Environment and climate.
Section:
>
"Climate change"

€ M of new production of sustainable business.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we will
establish and
publish objectives
through which we
can have the most
significant impacts.
d) For these (min. two prioritised impact areas):
Performance measurement: Has your bank identified which
sectors, industries, and types of clients financed or invested in
are causing the most significant actual positive or negative
impacts? Describe how you have assessed their performance,
using appropriate indicators related to significant impact areas
applicable to your bank's context.
In determining priority areas for target setting among areas of
most significant impact, the bank's current performance levels
should be taken into account, i.e. qualitative and/or
quantitative indicators and/or proxies of the social, economic
and environmental impacts resulting from the bank's activities
and the provision of products and services. If you have
identified climate and/or health and financial inclusion as your
most significant impact areas, please also refer to the
corresponding indicators in the annex.
If your bank has adopted another approach to assessing the
intensity of the impact resulting from the bank's activities and
its provision of products and services, please describe it.
(2/2)
2. Additionally, and from the perspective of financial inclusion and the
promotion of employment and entrepreneurship, also considered as part of
the objective of sustainable mobilisation, the activity of MicroBank, CaixaBank's
social bank, has been considered. This bank specialises in microfinance and other
social impact financing, and has a high capacity for positive impact among the
most vulnerable customers.
The indicators:
>
€M of new production of sustainable business linked to MicroBank.
>
No. of MicroBank beneficiaries(holders and co-holders).
>
In relation to the the Collective commitment on financial health and
inclusion and health, in 2023 a new objective linked to the cumulative
number (2022-2025) of jobs created or retained thanks to MicroBank
financing was announced.
In general, and in relation to inclusion, the areas of action contemplate different
axes:
>
The development and marketing of products and services linked to financial
inclusion.
>
The elimination of barriers to access CaixaBank's services for particularly
vulnerable people.
>
Promoting financial culture and digitisation among customers and the
general public.
In this regard, one of the priority groups for CaixaBank is that of the elderly,
considering that it has a market share, at the end of 2023 of 34.3% in the direct
depositing of pensions. In this regard, it has set the target of establishing a team
of 2,000 senior advisers and delivering 6,000 training sessions every year for this
group in 2024.
MR.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"
Chapter 05: Value creation model.
Section:
>
"Sustainable business"
Chapter 9. Board of Directors.
Section:
>
"Financial inclusion"
Chapter 10. Environment and climate.
Section:
>
"Climate change"
Summary of self-assessment:
Which of the following components has your bank included in the impact analysis to identify the areas where it has its most significant (potential) positive and negative
impacts?6
In progress
Scope: ■
Yes


No
Yes
Composition of the portfolio: ■


In progress
No
Context: ■
■ In progress

Yes
No
Measuring performance: ■


Yes
In progress
No
Which impact areas have you identified for your bank as a result of the impact analysis?
Climate change mitigation and adaptation and financial inclusion (which also includes employment promotion)
How recent is the data used for the impact analysis revealed?
  • Up to 6 months before publication
  • Up to 12 months before publication
  • Up to 18 months before publication
  • More than 18 months before publication

The analysis is based on data and methodologies available to date, in many cases under development, and may involve a top-down approach.

6 You can answer "Yes" to a question if you have completed one of the described steps, e.g., the initial impact analysis has been performed, a pilot has been performed.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant
replies and information
targets.
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we will
establish and
publish objectives
through which we
can have the most
significant impacts.
2.2 Setting targets (Key Step 2)
Demonstrate that your bank has set and published a
minimum of two targets that address at least two
different areas of most significant impact that you have
identified in your impact analysis.
Targets7 must be specific, measurable (qualitative or
quantitative), attainable, relevant and limited in time
(SMART). State the following elements of target setting (a
d), separately for each target:
a) Alignment: What international, regional or national
policy frameworks have you identified as relevant for the
alignment of your bank's portfolio8
? Demonstrate that
these indicators and targets are linked to and drive
alignment with a greater contribution to the
corresponding Sustainable Development Goals, the
objectives of the Paris Agreement and other relevant
international, national or regional frameworks.
(1/2)
>
>
>
>
>
>
Mitigation and adaptation to climate change
In relation to decarbonisation objectives:
They are set according to the Net Zero Banking Alliance, which requires alignment
7 Operational targets (related, for example, to water consumption in office buildings, gender equality on the bank's board of directors, or greenhouse gas emissions related to business travel) do not fall within the scope of the PRB.
with the goal of limiting temperature increase to 1.5°C above pre-industrial levels.
8 Your bank must consider the main challenges and priorities in terms of sustainable development in its main country(s) of operation in order to set targets. These can be found in national development plans and strategies, international goals such as the SDGs
or the Paris Climate Agreement and regional frameworks. Alignment means that there must be a clear link between the bank's targets and these frameworks and priorities, thus showing how the target supports and drives contributions to national and global
For the calculation of the most of decarbonisation targets, the different sectors have
used as a reference the IEA Net Zero Scenario (from the International Energy Agency)
published in 2021. To achieve the 1.5°C target, the IEA NZE 2050 scenario assumes
increasing policy developments and technological changes to achieve net zero by
2050, limiting the possibility of offsetting, removing or capturing CO2 emissions.
This scenario is based on science, reviewed by experts, and widely accepted and
used as a reference.
With regard to the decarbonisation target for the coal sector, no scenario has been
employed, but a phase-out target that is not benchmarked to any scenario has been
set.
In relation to the sustainable mobilisation objective:
It should contribute to the reduction of greenhouse gas (GHG) emissions from
CaixaBank's global portfolio which, in turn, will contribute to the target set by the
Net Zero Banking Alliance.
It will contribute to the achievement of various SDGs, including:
>
SDG 11, on Sustainable Cities and Communities (social housing, sustainable
mobility)
>
SDG 7, on Affordable and clean energy (renewable energy financing)
>
SDG 6, on Clean water and sanitation (water treatment and conduits)
>
SDG 9, on Industry, innovation and infrastructure (sustainable buildings)
>
SDG 12, on Responsible production and consumption (recycling and treatment
of waste, biogas)
>
SDG 15, on Land life (sustainable agriculture)
This objective of mobilisation of sustainable finance includes financing activities eligible
for the contribution to the eminently social SDGs.
MR.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"
Chapter 9. Board of Directors. Section:
>
"Financial inclusion"
Chapter 10. Environment and climate.
Section:
>
"Climate change"
Corporate website:
Green Bonds Report
Social Bonds Report
CaixaBank's Sustainable Development
Goals (SDGs)

2.2 Setting targets (Key Step 2) Financial inclusion and health MR.
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we will
establish and
publish objectives
through which we
can have the most
significant impacts.
Demonstrate that your bank has set and published a
minimum of two targets that address at least two
different areas of most significant impact that you have
identified in your impact analysis.
Targets7 must be specific, measurable (qualitative or
quantitative), attainable, relevant and limited in time
(SMART). State the following elements of target setting (a
d), separately for each target:
a) Alignment: What international, regional or national
policy frameworks have you identified as relevant for the
alignment of your bank's portfolio8
? Demonstrate that
these indicators and targets are linked to and drive
alignment with a greater contribution to the
corresponding Sustainable Development Goals, the
objectives of the Paris Agreement and other relevant
international, national or regional frameworks.
(2/2)
In relation to the social ambition, the main objectives to which it seeks to contribute are:
>
SDG 1, No poverty (target 1.4 on access to economic services, including
microfinance).
>
SDG 3, Good health and Well-being (financing of public or semi-public health
services)
>
SDG 4, Quality education (financing of public or subsidised private education)
>
SDG 5, Gender Equality (financing of micro, small and medium-sized enterprises
owned/led by women and self-employed women)
>
SDG 8 on Decent work and economic growth (target 8.5, to achieve full and
productive employment and decent work for all women and men, including young
people and persons with disabilities, and equal pay for work of equal value; and
target 8.6, significantly reducing the proportion of young people not in employment,
education or training).
>
SDG 10, Reduced inequalities (financing of non-profit entities, associations and
foundations that promote and develop social projects)
The strategic protocol to strengthen the social and sustainable commitment of banking, a
national protocol signed by CECA, AEB and UNACC, which, among other measures, seeks
to promote financial inclusion, was also taken into account.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"
Chapter 9. Board of Directors. Section:
>
"Financial inclusion"
Chapter 10. Environment and climate.
Section:
>
"Climate change"
Corporate website:
Green Bonds Report
Social Bonds Report
CaixaBank's Sustainable Development
Goals (SDGs)

7 Operational targets (related, for example, to water consumption in office buildings, gender equality on the bank's board of directors, or greenhouse gas emissions related to business travel) do not fall within the scope of the PRB.

8 Your bank must consider the main challenges and priorities in terms of sustainable development in its main country(s) of operation in order to set targets. These can be found in national development plans and strategies, international goals such as the SDGs or the Paris Climate Agreement and regional frameworks. Alignment means that there must be a clear link between the bank's targets and these frameworks and priorities, thus showing how the target supports and drives contributions to national and global targets.

Principles for Responsible Banking Reporting and Evaluation Requirements High-level summary of the bank's response

Impact area: mitigation and adaptation to climate change
2.2 Setting targets (Key Step 2) Indicator
code
Indicator 2023 Data Links and references
Demonstrate that your bank has set and published
a minimum of two targets that address at least two
A.1.1. Climate strategy: Does the bank have an established climate strategy? Yes MR. Chapter 02.
different areas of most significant impact that you
have identified in your impact analysis.
A.1.2. Alignment with Paris: Has your bank established a long-term Paris
aligned target for the entire portfolio? To become net zero by when?
Yes, in 2050. Corporate strategy and
materiality. Section:
"Strategy"
2. Targets7 must be specific, measurable (qualitative
or quantitative), attainable, relevant and limited in
time (SMART). State the following elements of
target setting (a-d), separately for each target:
b) Baseline: Have you determined a baseline for
the selected indicators and assessed the current
degree of alignment? Specify the indicators used, as
well as the year of the baseline.
A.1.3. Customer relationship policy and process: Has your bank
implemented rules and processes for customer relationships (both new
and existing) to work together towards the goal of transitioning customer
activities and the business model?
Yes
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
A.1.4. Portfolio analysis: Has your bank analysed (parts of) its loan and/or
investment portfolio in terms of funded issues (Scope 3, category 15);
technology mix, or carbon-intensive sectors in the portfolio?
Yes, the
greenhouse gas
emissions financed
(scope 3, category)
have been
calculated
according to the
definition of the
GHG Protocol and
following the PCAF
methodology.
MR. Chapter 10.
Environment and
climate. Section "Climate
Change"
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we will
establish and
A.1.5 Business opportunities and financial products: Has your bank
developed financial products adapted to support the reduction of clients'
GHG emissions (such as energy-efficient mortgages, green loans, green
bonds, green securitisations, etc.)?
Yes MR. Chapter 05. Value
creation model. Section:
"Sustainable Business"
MR. Chapter 10.
Environment
and climate. Section:
"Green bonds".
publish objectives
through which we
can have the most
significant impacts.
A.2.1 Customer participation process: Is your bank in the process of engaging
with customers regarding its strategy towards a low(er)-carbon business
model (for commercial customers) or towards low(er)-carbon practices
(for retail customers)?
Yes, for corporate
customers (from all
sectors) and for a
selection of
medium and large
company customer
(agricultural,
transport and
chemical sectors)
MR. Chapter 06.
Customers.
Section: "Dialogue with
customers"
A.2.2 Absolute financed emissions: What are your absolute emissions
(financed emissions = scope 3, category 15) in your loan and/or
investment portfolio?
70,331 KtCO2e
(2022 data)
MR. Chapter 10.
Environment and
climate. Section "Climate
Change"

7 Operational targets (related, for example, to water consumption in office buildings, gender equality on the bank's board of directors, or greenhouse gas emissions related to business travel) do not fall within the scope of the PRB.

Principles for
Responsible
Banking
Reporting and Evaluation
Requirements
High-level summary of the bank's response
2.2 Setting targets (Key Step 2) Impact area: mitigation and adaptation to climate change
Demonstrate that your bank has set and Indicator code Indicator 2023 Data Links and references
published a minimum of two targets that
address at least two different areas of most
significant impact that you have identified
in your impact analysis.
Targets7 must be specific, measurable
(qualitative or quantitative), attainable,
relevant and limited in time (SMART). State
the following elements of target setting (a
d), separately for each target:
b) Baseline: Have you determined a
baseline for the selected indicators and
assessed the current degree of alignment?
Specify the indicators used, as well as the
A.2.3 Sector-specific emissions intensity (by customers' physical products or
by financial performance):
Emissions intensity
for the electricity sector
Emissions intensity for the oil and gas sector
Emissions intensity for the automotive sector
Emissions intensity for the iron and steel sector
2022 data:
118kgCO2e/MWh
7.4 MtCO2e
154 gCO2/vkm
1,230 kgCO2e/t
steel
Chapter 10.
Environment and
climate. Section:
"Climate change"
A.3.1 Financial volume of green assets/low carbon technologies MR. Chapter 05. Value
creation model. Section
"Sustainable business -
Green taxonomy"
2. year of the baseline. Impact area: financial inclusion and employment promotion
Impact and setting Indicator code Indicator 2023 Data Links and references
of objectives
We will continue to
B.1.2 % of people who have completed the course on transparency in the
marketing of insurance and social welfare products among the total
workforce
>
81%
MR. Chapter 03.
Corporate Governance
Section "Responsible
continually increase
our positive impacts
while reducing
% of people who have completed the course on ethics and integrity
among the total workforce
> 92% and ethical behaviour"
negative impacts
and managing the
C.3.2 Specialised advisers exclusively dedicated to the Senior group 1,610
risks for people and B.2.1/C.2.1 No. of attendees of courses on financial culture 72,779
the environment
resulting from our
No. of views of financial culture content 48 M
activities, products
and services. To do
B.1.3/C.1.1 Number of social accounts, basic payment accounts and insertion
accounts (for vulnerable groups)
359,938
this, we will
establish and
publish objectives
through which we
can have the most
significant impacts.
MicroBank (data 2023):
>
Volume of microcredit and social impact finance
>
Number of microcredits and loans with social impact granted
>
Number of MicroBank account holders
>
No. collaborating entities
>
Number of holders of MicroBank Business Microcredits and Loans
>
% Transactions geared towards opening new businesses out of the
total number of businesses
>
% Transactions for self-employed out of the total number of
business transactions
>
% People who were unemployed before starting a business out of
the total number of business transactions
>
% People who, without the help of a microloan, could not have
started or consolidated their business out of the total number of
business transactions
>
Jobs created/retained with financing granted (includes Business
Microloans)
>
1,383
>
144,473
>
252,149
>
274
>
23,644
>
35%
>
65%
>
5%
MR. Chapter 09. Board
of Directors. Section
"Financial inclusion"

52%

70,420

Eligible social portfolio (according to the framework for the issuance of
bonds linked to the SDGs) millions of euros (at 31.12.22)
5,993
Citizens with a branch in their municipality (Spain) 92%
Towns in which it Caixabank is the only entity present 483
Towns covered by mobile branches (ofibus) 687
Spanish towns with >5,000 inhabitants where CaixaBank has a presence 99%
% of the Spanish towns with a presence of CaixaBank in its
municipality (municipality < 10,000 inhabitants). Includes branches,
windows, agents, mobile branch, cash machines moved.
65%
Accessible branches 89%
% of fully accessible ATMs 100%

7 Operational targets (related, for example, to water consumption in office buildings, gender equality on the bank's board of directors, or greenhouse gas emissions related to business travel) do not fall within the scope of the PRB.

Mitigation and adaptation to climate change
2.2 Setting targets (Key Step 2)
MR.
>
Advancing decarbonisation of the portfolio to reach net zero emissions by
Demonstrate that your bank has set and published a minimum
2050
of two targets that address at least two different areas of most
materiality. Section:
>
Reducing financed emissions by 2030:
significant impact that you have identified in your impact
>
"Strategy"
analysis.
bank's complete relevant replies
and information
>
Electricity sector: - 30% (136 KgCO2e/MWh in 2020)
2.
>
Oil and gas sector: - 23% (9.08 MtCO2e in 2020)
Targets7 must be specific, measurable (qualitative or
>
quantitative), attainable, relevant and limited in time (SMART).
>
Automotive sector: - 33% (154gCO2e in 2022)
State the following elements of target setting (a-d), separately
>
Iron and steel sector: between -10% and -20% (1,230 kgCO2e/t steel
for each target:
Impact and setting
Section:
in 2022)
>
of objectives
c) SMART targets (incl. KPIs)9: Specify objectives for your first
>
Coal sector: - 100% €2,845 M (€213 M considering mitigating factors)
and second most significant impact areas, if already established
in 2022
We will continue to
(as well as other impact areas, if already established). What KPIs
continually increase
are you using to monitor progress towards achieving the target?
Specify.
our positive impacts
Value 136 KgCO2e/MWh considering Scope 1 emissions from customers and parts of
while reducing
the value chain within the target perimeter. Value 9.08 MtCO2e considering scope 1, 2
and 3 emissions from customers and parts of the value chain within the target
negative impacts
perimeter. Value 154 CO2e/vkm considering Scope 3 cat. 11 "use of sold products"
and managing the
emissions from customers and parts of the value chain within the target perimeter.
risks for people and
Value 136 KgCO2e/t considering Scope 1 emissions from customers and parts of the
the environment
value chain within the target perimeter.
resulting from our
activities, products
Particularly noteworthy is VidaCaixa publishing its interim targets by 2030 for its
and services. To do
insurance activity in early 2023 within the framework of its accession to the Net
this, we
will
Zero Asset Owner Alliance. These targets include reducing the intensity of
establish and
corporate investments; engaging in dialogue with carbon-intensive companies;
publish objectives
and contributing to financing the transition.
through which we
can have the most
Financial inclusion and job creation
significant impacts.
>
413,300 beneficiaries (holders and co-holders) of MicroBank, the CaixaBank
Group's social bank in the period 2022-2024
Sustainable mobilisation (climate change mitigation and adaptation and
financial inclusion)
>
64 billion euros mobilised in sustainable finance in the period 2022-2024
Chapter 02. Corporate strategy and
Chapter 9. Board of Directors. Section:
"Financial inclusion"
Chapter 10. Environment and climate.
"Climate change"

7 Operational targets (related, for example, to water consumption in office buildings, gender equality on the bank's board of directors, or greenhouse gas emissions related to business travel) do not fall within the scope of the PRB.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.2 Setting targets (Key Step 2) In general, for all the objectives: MR.
Demonstrate that your bank has set and published a minimum
of two targets that address at least two different areas of most
significant impact that you have identified in your impact
analysis.
CaixaBank has established a Sustainable Banking Plan, which includes top-level
objectives and lines of action to achieve them, which are monitored on a
quarterly basis. The Plan includes sub-plans and grouped initiatives for each of
the strategic ambitions, with managers and monitoring indicators.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"
Targets7 must be specific, measurable (qualitative or
quantitative), attainable, relevant and limited in time (SMART).
State the following elements of target setting (a-d), separately
for each target:
The Sustainable Banking Plan also includes cross-cutting lines of action, which
have an impact on all the defined ambitions. These include the ESG data model
project that, by developing a single sustainability repository, guarantees the use
of ESG data in a uniform manner across the organisation. This repository includes
the governance, quality and security of data through the traceability and reuse of
Chapter 06. Customers. Section:
>
"Transparent and responsible
marketing"
d) Action plan: What actions, including milestones, have you
defined to meet the set targets? Describe them.
data. The aim of the model is to provide a structure of information similar to that
existing for financial information, ordered with a Group vision, and that responds
to the needs of the different units and stakeholders.
Chapter 09. Board of Directors. Sections:
>
"Financial inclusion"
>
"Social action"
2.
Impact and setting
of objectives
Also demonstrate that your bank has analysed and recognised
(potential) significant indirect impacts of the stated targets
within the impact area or in other impact areas, and has put in
place relevant actions to avoid, mitigate or compensate for
potential negative impacts.
In addition, the Sustainable Banking Plan includes lines of action related to
internal governance (with responsible policies, which are reviewed regularly) and
transparent accountability, with the aim of achieving the objectives through
responsible action that avoids, minimises or mitigates the potential negative
impacts derived from the implementation of the plan.
Chapter 10. Environment and climate.
Section:
>
"Climate change"
We will continue to With regard to sustainable mobilisation and the decarbonisation of the
portfolio:
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
(1/3) >
Development and marketing of new sustainable products and services, as
well as agreements with third parties (e.g agreement with EDP to finance
the installation of solar panels or the renewal of the collaboration with the
Spanish Wine Federation (FEV), with the aim of promoting the sustainability
strategies of companies within the Spanish wine sector.
the environment
resulting from our
activities, products
>
Engagement actions with corporate customers and involvement with issuers
in this area (according to the priorities of the 2023 Engagement Plan of
VidaCaixa and CaixaBank Asset Management).
and services. To do
this, we
will
>
Issuance of bonds linked to the Sustainable Development Goals (both green
and social), to support sustainable projects.
establish and
publish objectives
through which we
>
Application of an internal incentive mechanism in place to promote
sustainable financing (for green and social assets).
can have the most
significant impacts.
>
Measurement of the carbon footprint financed.
>
On the decarbonisation objectives established for the electricity, oil and gas
sectors, their achievement must be based on changes derived from
government policies and environmental and climatic regulations, as well as
on changes in consumer behaviour, scientific developments and new
CaixaBank technologies, which seeks to contribute to the collective effort
required for the transition to a net-zero emission economy, gradually
publishes the levers for the decarbonisation of these sectors in its annual
report.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
2.2 Setting targets (Key Step 2)
Demonstrate that your bank has set and published a minimum
of two targets that address at least two different areas of most
significant impact that you have identified in your impact
analysis.
Targets7 must be specific, measurable (qualitative or
quantitative), attainable, relevant and limited in time (SMART).
State the following elements of target setting (a-d), separately
for each target:
d) Action plan: What actions, including milestones, have you
defined to meet the set targets? Describe them.
Also demonstrate that your bank has analysed and recognised
(potential) significant indirect impacts of the stated targets
within the impact area or in other impact areas, and has put in
place relevant actions to avoid, mitigate or compensate for
potential negative impacts.
(2/3)
>
>
>
>
>
>
>
>
>
Similarly, to avoid, minimise and mitigate as far as possible the potential negative
aspects related to the bank's financing and investment portfolio, CaixaBank
applies the Corporate Sustainability/ESG Risk Management Policy (which includes
sectoral exclusions and restrictions) and implements advice and engagement
actions with customers and emitters to influence and accompany them in the
transition towards a more sustainable economy. This Policy has been reviewed
throughout 2023 and a new updated version is expected to be published in the
first quarter of 2024.
With regard to financial inclusion and job creation:
MicroBank has its own strategic plan and is supported by multilateral
financial institutions to promote microcredits and other social impact
finance.
Development of products and services for vulnerable groups with a social
impact (the Social Solidarity Entities account has been developed in 2023),
as well as specific care protocols for certain groups of customers in a
situation of vulnerability (e.g. the protocol for victims of gender-based
violence).
Issuance of social bonds linked to the SDGs.
Measurement of the impact on people of MicroBank's activity and linked to
social bonds.
Adherence to collective commitments such as the Codes of Good Practice,
which include measures to support mortgage holders in difficulty and,
through CECA, the Strategic Protocol to reinforce the Social and Sustainable
Commitment of the Banking Sector.
Accession to the Collective Commitment to Financial Health and Inclusion
promoted by UNEP FI within the framework of these Principles.
Value proposition for senior groups and for micro-enterprises.
Financial education programme to contribute to the financial health of
customers and the general population.
Corporate volunteering programme and strategic alliances with other
foundations, notably the "la Caixa" Banking Foundation and, for
professional training and professional inclusion, CaixaBank Dualiza.
MR.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"
Chapter 06. Customers. Section:
>
"Transparent and responsible
marketing"
Chapter 09. Board of Directors. Sections:
>
"Financial inclusion"
>
"Social action"
Chapter 10. Environment and climate.
Section:
>
"Climate change"
Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information

2.2 Setting targets (Key Step 2) The lines of action also include minimising the potential negative impacts that
could arise from some of CaixaBank's objectives and/or activity:
MR.
2. Demonstrate that your bank has set and published a minimum
of two targets that address at least two different areas of most
significant impact that you have identified in your impact
analysis.
> The Product Committee, which reports to the Transparency Committee,
checks the quality and effectiveness of new products and services,
analysing their characteristics, associated risks and their adaptation to
transparency and customer protection regulations.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"
Impact and setting
of objectives
We will continue to
Targets7 must be specific, measurable (qualitative or
quantitative), attainable, relevant and limited in time (SMART).
State the following elements of target setting (a-d), separately
for each target:
> CaixaBank's Commercial Communication Policy sets out the mechanisms
and internal controls aimed at minimising the risks related to advertising
activity.
Chapter 06. Customers. Section:
>
"Transparent and responsible
marketing"
continually increase
our positive impacts
while reducing
d) Action plan: What actions, including milestones, have you
defined to meet the set targets? Describe them.
> Compulsory training programme for employees, which includes
responsible marketing of products, among other subjects.
Chapter 09. Board of Directors. Sections:
>
"Financial inclusion"
>
"Social action"
negative impacts
and managing the
risks for people and
Also demonstrate that your bank has analysed and recognised
(potential) significant indirect impacts of the stated targets
within the impact area or in other impact areas, and has put in
>
>
Measures to increase accessibility to the institution's products and services
through all available channels.
Progress in defining the implementation of specific measures for vulnerable
Chapter 10. Environment and climate.
Section:
the environment
resulting from our
activities, products
and services. To do
place relevant actions to avoid, mitigate or compensate for
potential negative impacts.
groups and implementation of the human rights action plan defined
following the performance of due diligence procedures in human rights
during 2023.
>
"Climate change"
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
(3/3)

Summary of self-assessment:

Which of the following components of target setting in line with PRB requirements has your bank completed or is currently in the process of assessing for its...

first area of most significant impact:
Decarbonisation
second most significant area of impact:
Financial inclusion
Alignment
Yes

Yes

In progress

In progress

No

No

Yes

Yes
Baseline
In progress

In progress

No

No

Yes

Yes
SMART targets
In progress

In progress

No

No

Yes

Yes
Action plan
In progress

In progress

No

No

and information
Banking
----------------------------

2. Impact and setting of objectives We will continue to continually increase our positive impacts while reducing negative impacts and managing the risks for people and the environment resulting from our activities, products and services. To do this, we will establish and publish objectives through which we can have the most significant impacts. 2.3 Implementation and monitoring of targets (Key Step 2) Demonstrate that the bank has implemented the measures defined previously to meet the target established. Report on the bank's progress since the last report towards achieving each of the stated targets and on the impact of progress, using indicators and KPIs to monitor the progress defined in 2.2. Or, in case of changes in implementation plans (relevant only for the second and subsequent reports): describe potential changes (changes in priority impact areas, changes in indicators, acceleration/revision of targets, introduction of new milestones or revisions of action plans) and explain why these changes have been necessary. (1/3) In relation to sustainable transition and climate change mitigation and adaptation: Sustainable mobilisation objective: > The Sustainable Banking Plan includes among its strategic ambitions the promotion of the sustainable transition of companies and society and the commitment to decarbonisation of the Group's credit and investment portfolio. > Launch of new sustainable products and services, such as the CO2 emissions allowance market for corporate customers; new sustainable pension funds and plans, and the extension of lines of finance for solar panels of private customers to businesses and agribusiness. The eco-loan for sustainable vehicles (zero and eco-labelled) is also being reformulated to improve its condition, and a mortgage financing project that includes an efficient refurbishment of the dwelling is being designed. > Sustainability advisory service for corporate customers to promote their sustainable transition and help them develop their sustainability plans. > Launch of a pilot project for engagement with customers of small, small and medium-sized companies in terms sustainability, with face-to-face sessions for customers in the transport, agriculture and chemical sectors. > Mandatory training for employees of the commercial network in areas related to sustainable investment. This has allowed progress in achieving the sustainable mobilisation target, which at the end of the financial year, reached €50,813 million. With regard to decarbonisation targets, the first decarbonisaton targets were made public in October 2022 in a specific climate report (together with the climate strategy and the carbon footprint), to which new targets were added to the Climate report published in October 2023. In the interim, the action levers for their achievement have been defined, and those corresponding to the first two sectors (electricity, oil & gas) have been published in the Climate Report of October 2023. Work has also been carried out on complementary initiatives: > Progress in measuring the financed carbon footprint (scope 3, category 15 of the GHG Protocol) according to the PCAF methodology. > Development of the Data project (unique repository of ESG data) > Extension of a Sustainability Scorecard, fed with data from the ESG data model, in order to be able to monitor the main sustainability indicators. > Specialised training for the Business and Risk teams, related to priority sectors derived from their potential sustainability risks and opportunities. MR. Chapter 01. Our identity. Section: > "Alliances and affiliations" Chapter 02. Corporate strategy and materiality. Section: > "Strategy" Chapter 05. Value creation model. Sections: > "Business model" > "Sustainable business" Chapter 06. Customers. Section: > "Dialogue with customers" Chapter 09. Board of Directors. Section: > "Financial inclusion" Chapter 10. Environment and climate. Section: > "Climate change"

Principles for
Responsible
Banking
Reporting and Evaluation
Requirements
High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
2.3 Implementation and monitoring of
targets (Key Step 2)
>
Launch of a carbon footprint calculator for customers that measures the impact on the
environment of individual and business activity.
MR.
Demonstrate
that
the
bank
has
implemented the measures defined
previously to meet the target established.
>
Regular participation in working groups and associations dedicated to the advancement of
environmental issues, including UNEP FI and PCAF and the Spanish Green Growth Group, to
be at the forefront of methodologies and other developments in this field, especially with a
Chapter 01. Our identity. Section:
>
"Alliances and affiliations"
Report on the bank's progress since the last
report towards achieving each of the stated
focus on climate change. This approach is essential given the collective nature of the
development of methodologies and visions related to risk management, which require
public-private collaboration and a multisectoral approach.
Chapter 02. Corporate strategy and
materiality. Section:
>
"Strategy"
2. targets and on the impact of progress, using
indicators and KPIs to monitor the progress
defined in 2.2.
>
Mandatory training linked to the bonus for all staff linked to climate change.
Chapter 05. Value creation model. Sections:
Or, in case of changes in implementation Regarding financial inclusion: >
"Business model"
Impact and setting
of objectives
plans (relevant only for the second and
subsequent reports): describe potential
>
€1,383 M in microfinance and other social impact finance.
>
"Sustainable business"
Chapter 06. Customers.
Section:
>
"Dialogue with customers"
Chapter 09. Board of Directors.
Section:
>
"Financial inclusion"
Chapter 10. Environment and climate.
Section:
>
"Climate change"
We will continue to changes (changes in priority impact areas,
changes in indicators, acceleration/revision
of targets, introduction of new milestones
>
Issuance of 1 social bond linked to the SDGs, which includes, among the purposes, those
related to microfinance.
continually increase
our positive impacts
or revisions of action plans) and explain
why these changes have been necessary.
>
Focus on the senior group:
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
>
Deployment of 1,610 specialist managers with exclusive dedication (objective: 2,000
managers in 2024).
(2/3) >
Specific service protocols (schedules; exclusive customer service telephone number
and WhatsApp, ATM support, etc.).
>
Training in gerontology for senior directors at CaixaBank branches.
>
5,295 face-to-face training sessions for customers to promote their financial autonomy
and acquire a more active, healthy and safe lifestyle (objective: 6,000 in 2024).
>
External certification of the value proposition for the senior segment.
>
Implementaton value proposition for microenterprises with Store Pymes branches and
personalised service with more than 1,000 specialised managers planned.
>
AgroBank Diversity Programme to promote women in rural areas and which includes an
agreement to finance business projects. In 2023, AgroBank's new agreement with the
Ministry of Agriculture, Fisheries and Food to highlight the importance of women in rural
areas by granting microcredits for entrepreneurship projects.
>
Plan to improve the financial culture of customers, shareholders and society as a whole, with
5,295 hours and 72,779 attendees at face-to-face sessions and 48 M views of digital content.
Principles for
Responsible
Banking
Reporting and Evaluation
Requirements
High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information

2.3 Implementation and monitoring of
targets (Key Step 2)
> out: With regard to accessibility and capillarity and the vulnerable groups, the following stand MR.
Demonstrate
that
the
bank
has
implemented the measures defined
previously to meet the target established.
> Expansion of the ofibus service, with 687 municipalities covered compared to 626 in
12/221, which represents a 10% increase in the localities at risk of financial exclusion
attended by mobile offices in 2023.
> Chapter 01. Our identity. Section:
"Alliances and affiliations"
2.
Impact and setting
of objectives
We will continue to
continually increase
our positive impacts
while reducing
negative impacts
and managing the
risks for people and
the environment
resulting from our
activities, products
and services. To do
this, we
will
establish and
publish objectives
through which we
can have the most
significant impacts.
Report on the bank's progress since the last
report towards achieving each of the stated
targets and on the impact of progress, using
indicators and KPIs to monitor the progress
defined in 2.2.
Or, in case of changes in implementation
plans (relevant only for the second and
subsequent reports): describe potential
changes (changes in priority impact areas,
changes in indicators, acceleration/revision
of targets, introduction of new milestones
or revisions of action plans) and explain
why these changes have been necessary.
(3/3)
>
>
>
>
>
>
>
>
>
New collaboration agreement with Correos to expand access to cash across Spain.
Maintenance of the most extensive network of branches and ATMs in Spain (92% of
citizens with a branch in their municipality); 65% of the Spanish towns with a presence
of CaixaBank in its municipality (municipality < 10,000 inhabitants). Includes Branches
+ Windows + Agents + mobile branch + cas machines moved).
100% user-friendly and 100% accessible ATMs.
The CaixaBank Group's corporate design system has been built to be 100% accessible,
incorporating the WCAG 2.1-W3C guidelines.
Improving the accessibility of the bank's touch POS terminals for blind people, allowing
for safer purchases, in collaboration with ONCE.
Implementation of two care-specific protocols within the framework of the project
focusing on vulnerable groups: the protocol for victims of gender-based violence and
the protocol for the protection of wealth of vulnerable groups. In addition, a mandatory
course on vulnerable groups and another on people with disabilities have been
launched linked to a bonus for the entire workforce.
Adhesion to the new Code of Good Practices for mortgagors in risk of vulnerability, as
well as to the amendments to the Code of Good Practices on urgent measures to
protect mortgagors without funds.
The Product Committee has analysed 214 products and services to review their suitability.
Dualiza, which promotes professional training in Spain, benefited 6,905 students and
collaborated with 1,024 companies in 2023, promoting the training of future professionals
and improving their employability.
>
>
>
Section:
>
Section:
>
Section:
>
Chapter 02. Corporate strategy and
materiality. Section:
"Strategy"
Chapter 05. Value creation model. Sections:
"Business model"
"Sustainable business"
Chapter 06. Customers.
"Dialogue with customers"
Chapter 09. Board of Directors.
"Financial inclusion"
Chapter 10. Environment and climate.
"Climate change"
2022). In 2023, the number of MicroBank beneficiaries (first level target) was 148,968 (252,149 since

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
3.
Customers
We will work
responsibly with our
customers to
promote sustainable
practices and enable
economic activities
that generate
prosperity for both
current and future
generations.
3.1 Customer engagement
process to promote sustainable practices?
■ Yes
■ Yes
information on relevant policies, actions
achieved.
(1/2)
Does your bank have a customer engagement policy or
■ In progress
Does your bank have a policy for the sectors in which it has
identified the greatest negative (potential) impacts?
■ In progress
Describe how the bank has worked and aims to work with its
customers to promote sustainable practices and enable
sustainable economic activities. You should include
planned/implemented to support client transition, selected
indicators on client engagement and, where possible, impacts
■ No
■ No
CaixaBank has sustainable financing teams and other teams specialising in
some of the most sensitive business segments from the point of view of climate
and environmental risk, including real estate, hospitality and agriculture, as
well as infrastructure and energy. They work with customers to identify new
sustainable business operations that contribute to advance the transition to a
carbon-neutral economy, in line with the net zero commitment.
In this line, the teams work on the development and marketing of a range of
specific products and services that provide solutions to customers to
implement more sustainable practices, as described in the following section.
In the case of corporate and institutional customers, CaixaBank has an ESG
advisory service to help its corporate and institutional customers analyse and
establish their sustainable strategy and positioning through an engagement
process. During 2023, the dedicated team was strengthened and the topics
covered were applied and 0 customers received this service.
Launch of a pilot project for engagement with customers in terms sustainability
for small, small and medium-sized and large companies, initially focusing on
three sectors: agricultural, transport and chemical. This pilot, which has been
complemented with by specific training sessions for commercial advisers, has the
primary objective of making customers aware of the main sustainability risks and
opportunities in their business. CaixaBank's support is also provided in this area.
More than 180 customers have participated, with a level of satisfaction 8.9 over
10.
In 2023, a carbon footprint calculator has been made available to all
customers, as a tool to measure and raise awareness on the impact on the
environment of individual and business activity.
The commercial network has continued received training related to
sustainable investment and sustainability preferences in 2023 with further
focus on the retail group, which will allow customers to understand the
importance of their decisions in the environment and in society, without being
constrained to obtain returns and benefits.
In addition, and through CaixaBank Talks and other events such as those
MR.
Chapter 01. Our identity. Section:
>
"Alliances and affiliations"
Chapter 04. Risk management.
Chapter 05. Value creation model.
Sections:
>
"Business model"
>
"Sustainable business"
Chapter 07. People and culture. Section:
>
"Professional development and
pay"
Chapter 09. Board of Directors. Section:
>
"Financial inclusion"
convened with CaixaBank Chairs and collaborating entities, the Bank

disseminates the importance, risks and opportunities linked to sustainability,

particularly environmental, among its customers.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
3.
Customers
We will work
responsibly with our
customers to
promote sustainable
practices and enable
economic activities
that generate
prosperity for both
current and future
generations.
3.1 Customer engagement
■ Yes
■ Yes
achieved.
(2/2)
Does your bank have a customer engagement policy or
process to promote sustainable practices?
■ In progress
Does your bank have a policy for the sectors in which it has
identified the greatest negative (potential) impacts?
■ In progress
Describe how the bank has worked and aims to work with its
customers to promote sustainable practices and enable
sustainable economic activities. You should include
information on relevant policies, actions
planned/implemented to support client transition, selected
indicators on client engagement and, where possible, impacts
■ No
■ No
For the younger customer group, imagin, with its imaginPlanet and
imaginChangers proposals, develops initiatives with a positive impact on
environmental and social sustainability, including products, services, content and
agreements. In this framework, since 2022, it promotes imaginAcademy, a new
digital content programme to promote knowledge about finances and economic
management among young people, contributing to their financial inclusion and
health. In this same area, for senior citizens, from 2022 to 2024, more than
13,500 face-to-face training sessions will be held on operations and financial
aspects.
In this regard, financial culture is one of the axes through which CaixaBank
seeks to contribute to its financial inclusion and health objective. In this area, the
company has various initiatives: for retail shareholders; for older people; for the
general public and, through the volunteering programme, for people in
vulnerable situations (such as people with intellectual disabilities).
Furthermore, as described in section 5.3 of this annex, CaixaBank has a
Corporate Sustainability Risk Management Policy/ASG, under review. This
policy, together with the commitment taken on with the accession to the Net Zero
Banking Alliance, is one of the instruments that the CaixaBank Group uses as a
basis for customer engagement, with the aim of ensuring that they comply with
the ESG criteria established by the Group and to contribute to its adoption of
more sustainable practices. For its implementation, customers and operations
with potential environmental, social and/or reputational risks are analysed to
ensure they meet criteria set by the bank. The analysis also considers customers'
decarbonisation strategies. If necessary, the Business teams engage in active
dialogue with customers to ensure compliance with the criteria established in the
policy.
Moreover, as described in the Engagement Policy, the investment policies of
VidaCaixa and CaixaBank Asset Management include active voting actions and
active dialogue with listed portfolio companies to promote improvements in the
management and disclosure of sustainability. The priorities for dialogue include,
among other actions, collaborative dialogue, and these are framed, among
others, within its accession to the Climate Action 100+ and Advance, in climate
change and human rights matters, respectively, In 2023, the management
companies adhered to Spring, a collaborative dialogue initiative promoted by PRI
on nature. During the year, 784 dialogues were held with companies and external
managers on sustainability issues.
MR.
Chapter 01. Our identity. Section:
>
"Alliances and affiliations"
Chapter 04. Risk management.
Chapter 05. Value creation model.
Sections:
>
"Business model"
>
"Sustainable business"
Chapter 07. People and culture. Section:
>
"Professional development and
pay"
Chapter 09. Board of Directors. Section:
>
"Financial inclusion"

CaixaBank has teams specialising in sustainability within the different business
3.2 Business opportunities
MR.
units (such as Private Banking, Business, AgroBank, CIB, etc.), as well as an ESG
Business Coordination team within the Sustainability Division. These teams are
Describe what strategic business opportunities in relation to
Chapter 04. Risk management.
leading the development and marketing of new sustainable solutions to
increasing positive impacts and reducing negative impacts your
maximise CaixaBank's positive impacts and accompany customers in the
bank has identified and/or how you have worked on them
transition to a more sustainable economy.
Chapter 05. Value creation model.
during the reporting period. Provide information on existing
Section:
products and services, information on sustainable products
>
"Sustainable business"
The Sustainability Banking Plan has identified sustainable business opportunities
developed in terms of value (USD or local currency) and/or as a
for the sectors most affected by the sustainable transition. These areas are, for
percentage of your portfolio, and in which SDGs or impact areas
legal entities, sustainable mobility, building and agriculture, as well as energy
you strive to make a positive impact (e.g., Green mortgages,
efficiency and renewable energies. For individuals, the focus of sustainable
climate or social bonds, financial inclusion, etc.).
>
"Financial inclusion"
solutions is mainly on housing, mobility and investment products. These
opportunities are addressed, among others, by means of developing and
marketing specific solutions; agreements with third parties; support tools
(internal and/or for customer) and engagement.
In addition, CaixaBank continues to offer solutions to promote financial inclusion
and positive social impact through specific products and services for groups in
situation of vulnerability and the activity of MicroBank, its social bank
3.
To encourage the origination of green/social/sustainable transactions by the
Bank's business teams, the Entity has an internal incentive mechanism in place
Customers
to promote sustainable financing. The application of this incentive for green
assets came into force in 2022 and its extension to social assets comes into force
in 2023.
We will work
responsibly with our
customers to
Specifically, and during 2023, the focus was on the following:
promote sustainable
practices and enable
>
Green and sustainable finance:
economic activities
>
Loans linked to sustainability factors
that generate
>
Green and social loans
prosperity for both
>
Financing renewable energy projects
current and future
>
Financing energy-efficient properties
generations.
>
EcoFinancing
>
Sustainable consumer products (such as financing the installation of
solar panels and charging points, loans and vehicle renting ECO label
and 0)
>
Advice to customers
>
Issuance and placement of social and environmental bonds
>
Microfinance and other social impact finance, with a main focus on SDG
1 and SDG 8.
>
Sustainable investment, through investment funds, pension plans and
Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
sustainability level:
>
Impulsa
Range:
promoting
environmental
and/or
social
characteristics or a combination of them (classified under article 8 of
Sustainable Finance Disclosure, SFDR).
>
Impacta Range: financial products and services that pursue a
sustainable investment objective (article 9 of the SFDR) and seek to
impact all SDGs.
savings insurance classified into two categories according to their Chapter 09. Board of Directors. Section:

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
During 2023, sustainable mobilisation reached €50,813 million in the 2022 - 2023
period.
Furthermore, the exposure to eligible economic activities according to the
European taxonomy out of the total assets covered by the Green Asset Ratio
(GAR) is 1.1% (as per Turnover) and 2.3% (as per CapEx).
In addition, the bank has other products and services with social characteristics,
such as the basic payment account, social accounts and insertion accounts, for
vulnerable groups and Braille cards. It also has a specific offering for NGOs and
social solidarity entities.

10 A customer engagement process is a process of supporting customers towards the transition of their business models in line with sustainability targets by strategically accompanying them through a variety of customer relationship channels.

11 Sustainable economic activities promote the transition to a low-carbon, more resource-efficient and sustainable economy.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
4.1 Stakeholder identification and consultation As the Principles for Responsible Banking are integrated as overarching principles MR.
Does your bank have a process in place to identify and
regularly consult, engage, collaborate and partner with
stakeholders (or groups of stakeholders) that it has identified
as relevant to the impact analysis and target setting process?
in the Sustainable Banking Master Plan, dialogue on the progress of their
implementation is part of the active sustainability dialogue process with
stakeholders. CaixaBank has multiple objectives: share their sustainability
priorities with their environment; understand the expectations of their
stakeholders; influence and collaborate with stakeholders to advance
Chapter 01. Our identity. Section:
>
"Alliances and affiliations"
■ Yes ■ In progress ■ No sustainability, and obtain feedback to ensure that initiatives underway remain
relevant.
Chapter 02. Corporate strategy and
materiality. Sections:
Describe the stakeholders (groups or types of group) that the
bank has consulted, with whom it has established
relationships, collaborated or associated in order to
In this regard, CaixaBank carries out an annual process of identification and
consultation of its main stakeholders, which is reflected in the materiality study.
>
"Materiality"
>
"Regulatory environment"
4. implement these Principles and improve the bank's impacts.
You should include a high-level overview of how the bank has
identified relevant stakeholders, what issues have been
addressed, what results have been achieved and how these
have been integrated into the action planning process.
In addition to the customer dialogue and awareness initiatives (mentioned in the
previous section), in 2023 it has launched the following:
Chapter 05. Value creation model.
Section:
>
"Responsible investment"
Stakeholders Active dialogue with the regulator, peers, NGOs and other entities Chapter 06. Customers. Section:
>
"Dialogue with customers"
We will consult,
establish
relationships with
and engage
proactively and
responsibly with
relevant
stakeholders to
achieve the
company's
objectives.
>
Participation in UNEPFI working groups to advance impact measurement;
Financial inclusion, biodiversity, implementation of the NZBA targets and
the recommendations of the Task Force on Nature-Related Financial
Disclosures (TNFD).
>
Chapter 07. People and culture. Section:
>
"Dialogue with employees"
> Regular meetings with other organisations and participation in other
forums, think tanks and initiatives such as the Spanish Green Growth
Group, Spainsif, Global Compact, CECA, ESBG-WSBI, TNFD Forum, Forética
and Seres to share knowledge about sustainability and advance its
implementation.
Chapter 08. Shareholders and Investors.
Section:
>
"Dialogue with shareholders and
investors"
> Boosting impact measurement through participation in initiatives such as
Banking for Impact, PCAF and SpainNAB, and disseminating and
participating in specific seminars.
Chapter 09. Board of Directors. Section:
>
Dialogue with society"
> Active dialogue with the most relevant NGOs in the ESG area.
> Monitoring and participation in consultative processes for regulatory
initiatives in financial stability and strengthening of the financial sector;
sustainable finance; innovation and digitisation; consumer protection;
transparency, and prevention of money laundering and terrorist financing.
> Partnership with the "la Caixa" Foundation and the SDG Observatory to
promote the implementation of the SDGs among Spanish companies.

12 Such as regulators, investors, governments, suppliers, consumers and customers, academics, civil society institutions, communities, indigenous peoples' representatives and non-profit organisations.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
>
Dialogue with emitters, analysts and investors; employees and society
in general:
>
Participation in ESG meetings with institutional investors, to share
priorities and learn about their expectations, and with eminent
sustainability analysts.
>
Attendance at the Shareholder Advisory Committee and participation
in specific training sessions and actions on sustainability.
>
Processes of engagement related to ESG carried out by VidaCaixa and
CaixaBank Asset Management with emitters.
>
Participation in events as speakers to disseminate the importance of
sustainability, SDGs and the Paris Agreement.
>
Publications and dissemination activities by the CaixaBank Chair of
Sustainability and Social Impact with IESE, the CaixaBank Chair in
Sustainable Economy with Comillas University, and the AgroBank
Chair of Quality and Innovation in the Agri-Food Sector with the
University of Lleida.
>
Mandatory climate change and course on vulnerable groups (in 2023)
course for CaixaBank staff and regular publication of related news in
a specific section of the corporate intranet.
>
Specific sessions on sustainability for staff groups, such as directors
and new employees of the CaixaBank Group.
>
Implementation of a training and support programme for SME
suppliers in collaboration with the United Nations Global Compact to
facilitate its accession and compliance with CaixaBank's sustainable
supplier model.
>
Consideration, as of 2020, of new certifications and sustainability
criteria in the supplier registration-approval process.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
5.
Governance and
Culture
We will fulfil our
commitment to
these principles
through effective
governance and a
responsible banking
culture
5.1 Governance structure for the implementation of the
Principles
Does your bank have a governance structure that incorporates
the PRB?
■ Yes
■ In progress
■ No
Describe the relevant governance structures, policies and
procedures that the bank has implemented or intends to
implement to manage significant positive and negative
(potential) impacts and to support the effective
implementation of the Principles. This includes information on
>
which committee has responsibility over the
sustainability strategy as well as targets approval and
monitoring (including information about the highest level
of governance the PRB is subjected to),
>
details about the chair of the committee and the process
and frequency for the board having oversight of PRB
implementation (including remedial action in the event
of targets or milestones not being achieved or
unexpected negative impacts being detected), as well as
>
remuneration practices linked to sustainability targets.
At CaixaBank, the definition, follow-up and monitoring of compliance with the
Principles for Responsible Banking corresponds to the Board of Directors and
Delegated Committees appointed by the company. More specifically, the
Sustainability Committee, a top-level committee with the participation of the key
areas and subsidiaries in sustainability matters, which reports to the
Management Committee, the Global Risk Committee, the Appointments
and Sustainability Committee, and the Board of Directors. This committee
meets at least monthly and is chaired by a member of the Management
Committee, the Sustainability Director. The Management Committee is also
informed on a monthly basis of the matters dealt with in the Sustainability
Committee.
The Sustainability Department is responsible for coordinating the definition,
updating and monitoring of the Group's sustainability strategy, including the
implementation of these Principles. With this objective, and to coordinate and
monitor the implementation of the Sustainability Master Plan, an internal weekly
work group has been set up to monitor the Plan, in which the entire Sustainability
Management is involved. Additionally, the Sustainability Committee reviews the
degree of progress in implementing the Master Plan, including the first level KPIs,
on a quarterly basis. The Appointments and Sustainability Committee is informed
every three months of the progress and status of the Master Plan, as well as other
topics of interest: in 2023, 20 presentations were delivered Members of
Committees and/or Commissions may request the establishment of new actions
in the event that the objectives are not achieved or new areas of priority attention
are identified.
Furthermore, the Risk Committee of the Board of Directors is responsible,
among other functions, for proposing the Group's risk policy to the Board and
examining the Group's risk information and control processes. This Committee
periodically reviews issues related to the management of sustainability and
climate-related risks. In 2023, sefour ven topics were raised for their knowledge
and consideration. Other committees and bodies seek to increase the positive
impacts and avoid, mitigate or reduce the negative impacts of certain issues that
cut across the Bank's entire range of activities. These include the Diversity
Committee, the Transparency Committee and the Product Committee.
With the aim of aligning the variable remuneration with the sustainability and
good corporate governance goals, in 2023 the weight of metrics linked to ESG
factors, such as sustainability, quality and conduct and compliance, has been
maintained in the annual and long-term variable remuneration schemes. It has
been applied to Executive Directors, Senior Management and employees of
Corporate Services, and it has been extended to employees of Business
Banking Management and CIB&B Management. The sustainability metric is
the mobilisation of sustainable finance and measures the new production of
MR.
Chapter 03. Corporate governance
Sections:
>
"Remuneration"
>
"Sustainability governance"
Chapter 06. Customers. Section:
>
"Transparent and responsible
marketing"
Chapter 07. People and culture. Section:
>
"Professional development and
pay"

sustainable finance in the current year.

Principles for Responsible

Banking

Reporting and Evaluation Requirements High-level summary of the bank's response

Reference(s) and link(s) to the bank's complete relevant replies and information

5.2 Promotion of a responsible banking culture:

Describe your bank's initiatives and measures to foster a responsible banking culture among your employees (e.g. capacity building, online training, sustainability training for customer service positions, inclusion in remuneration structures and performance management and leadership communication, etc.).

5.

Governance and Culture

We will fulfil our commitment to these principles through effective governance and a responsible banking culture

With regard to culture and training, CaixaBank has Culture and leadership model to strengthen corporate principles and values, focusing on people, collaboration and flexibility. Among its characteristics and conducts, this model includes social commitment and the promotion of actions with a positive impact on people and society; proximity; responsibility, high standards, and honesty and transparency. One of the model's levers is training: through CaixaBank Campus, it has developed a pedagogical model based on compulsory training; recommended training and voluntary self-training. Along this line, and with the aim of contributing to achieving the Sustainable Banking Plan's objectives, CaixaBank has a continuous training plan for the entire Company on sustainability. This Plan includes specific training itineraries for groups with specific sustainability needs, as well as voluntary materials for self-training.

The following is of note in 2023:

  • Mandatory training on regulatory issues for the entire workforce, linked to variable remuneration, with courses on ethics and integrity; transparency in the marketing of insurance products and pension schemes; vulnerable groups and climate change, decarbonisation and reporting;

  • Training in transparency in the marketing of insurance products and training on sustainable investments for the entire group of Retail Banking managers

  • Training on the treatment of people with disabilities.

  • Training to deepen knowledge on sustainability, with specific session with external experts for management and the bank's group of Sustainability Representatives.

  • Voluntary training sessions on sectoral risks and trends in sustainability.

  • The Sustainability School, with self-training modules on topics such as sustainable finance, human rights, the taxonomy of sustainable activities or climate change.

  • Face-to-face sessions on sustainability for the Bank's new additions employees, as part of their CaixaBank onboarding. In 2023, almost 450 people attended.

In 2023, the Sustainability Representatives programme was launched, which are a network of individuals participating in different CaixaBank Group departments and subsidiaries that facilitates the exchange of ideas and internal and external engagement in Sustainability, with the aim of advancing the implementation of the Sustainable Banking Plan and ensuring the transmission of key sustainability messages, knowledge and priorities within the Group. These representatives receive a specific, fortnightly newsletter, and among other activities, have had access to ten exclusive, global and sectoral webinars on specific sustainability issues, including trends, regulatory outlook, taxonomy, climatic scenarios and reporting, among others.

In relation to remuneration, a new metric linked to the achievement of one of the first level sustainability KPIs, specifically sustainable finance, has been included and applied to the annual variable remuneration scheme for Corporate Services employees, of Business Banking Management and CIB&IB Management. In addition, teams directly related to the implementation of the Sustainability Master Plan, both from the Sustainable Banking Plan and other Group management (Business, Risks and transversal), have specific sustainability objectives related to their scope of action. At the end of 2023, 22% of the workforce had sustainability metrics in their annual variable remuneration scheme, and in 2024, it expects to reach 100% of the workforce by expanding the association of variable remuneration linked to the mobilisation of sustainable finances to employees of Business General Management.

MR.

Chapter 06. Customers. Section: > "Transparent and responsible marketing"

Chapter 07. People and culture. Section: > "Professional development and pay"

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
5.
Governance and
Culture
We will fulfil our
commitment to
these principles
through effective
governance and a
responsible banking
culture
5.3 Policies and processes of due diligence
Does your bank have policies that address environmental and
social risks within its portfolio?13 Describe them.
Describe what due diligence processes your bank applies to
identify and manage environmental and social risks associated
with its portfolio. This may include aspects such as the
identification of significant or salient risks, the mitigation of
environmental and social risks and the definition of action
plans, the monitoring and reporting of risks and any existing
grievance mechanisms, as well as the governance structures in
place to oversee these risks.
As mentioned in previous sections, CaixaBank has carried out a materiality
study on sustainability risks as a basis for a proportionate deployment of ESG
risk management processes. In this regard, CaixaBank's Board of Directors is
responsible for implementing a risk governance framework in line with the
Group's risk appetite level, which includes the definition of responsibilities for
risk collection, management and control functions.
In this regard, and with the aim of managing and minimising the main risks
identified, it has defined a Corporate Sustainability Risk Management/ESG
Policy, which establishes the governance and management of sustainability risks
and regulates relations with companies and the financing of operations,
especially in the most exposed sectors, such as energy, mining, infrastructure,
agriculture and defence. This policy sets out general and sectoral exclusions and
restrictions linked to activities that may have a significant adverse impact on
human rights, climate change and/or nature. The scope of the policy affects the
admission of customers, the admission of financing transactions, the purchase
of fixed and variable income, and the investment in companies through the
investee portfolio. In this process of analysis, issues relating to categorisation and
compliance with the Equator Principles are also reviewed, as applicable.
In addition, CaixaBank takes ESG criteria into account in its investment advisory
services and discretionary portfolio management and other products, in
addition to traditional financial and risk criteria. The integration of these
sustainability factors complies with the Corporate Framework for the Integration
of ESG Risks in the Provision of Investment Services and Asset Management. The
asset managers, CaixaBank AM and VidaCaixa, for their part, have their own
sustainability/ ESG risk management procedures, which follow the Corporate
Policy and adapt its provisions to their specific characteristics. In addition, they
have established their Engagement Policies for participation in the decisions of
the companies and emitters in which they invest, taking into consideration
environmental, social and governance criteria. CaixaBank makes public the
degree of progress in the implementation of these policies and criteria in the
Sustainability section of the Management Report, the Climate Report and the
Declaration of Major Adverse Events.
MR.
Chapter 03. Governance and Risk
Management.
Sections:
>
"Sustainability governance"
>
"Ethical and responsible behaviour"
Chapter 04. Risk management. Section:
>
"Sustainability risk management"
Chapter 05. Value creation model.
Section:
>
"Sustainable business"

13 Applicable examples of policy types: exclusion policies for certain sectors/activities; zero deforestation policies; zero tolerance policies; policies related to gender; social due diligence policies; stakeholder engagement policies; whistleblower protection policies, etc., or any applicable national guidelines related to social risks.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
In accordance with the CaixaBank Human Rights Principles, the Bank
periodically analyses human rights issues relating to its activity and has due
diligence processes in place to assess the risk of non-compliance, based on
which it proposes measures to prevent or remedy negative impacts and
measures to maximise positive impacts. The last process was carried out in 2023,
within the framework of the commitment to conduct it at least every three years,
and action plans have been defined, which will be implemented as of 2024.
With regard to complaints and queries mechanisms, CaixaBank has an Inquiries
Channel and a Whistle-blowing Channel relating to the Code of Ethics, the Anti
corruption Policy and other responsible policies. These are available to Directors,
employees, temporary employment agency staff, agents and at CaixaBank and
Group companies
with access to this Channel. For customers and other stakeholders, the Contact
Centre service handles queries, requests, suggestions and incidents, including
those relating to sustainability, through the channels provided by the entity:
telephone, WhatsApp, web form, email, postal mail, chat, Twitter and Apps
comments. On the other hand, the Customer Service Department is responsible
for attending to and resolving customer complaints and claims.
Summary of the self-assessment
Does the executive director or other senior management regularly monitor the implementation of the Principles through the bank's governance system?

Yes

No
action processes in case targets or milestones are not met or unexpected negative impacts are detected)?
Does the governance system involve structures to oversee the implementation of the PRB (e.g. incl. impact analysis and target setting, actions to achieve these targets and corrective

■ Yes ■ No

Does your bank have measures in place to promote a culture of sustainability among employees (as described in 5.2)?

■ Yes ■ In progress ■ No

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
6.
Transparency and
Responsibility
6.1 Ratification
Has this publicly disclosed information on your commitments
to the PRB been ratified by an independent ratifier?
■ Partially ■
■ Yes
No
If applicable, include the link or description of the declaration
of ratification.
Sections 2.1, 2.2, 2.3 and 5.1 of this table have been reviewed under limited
assurance by PwC in accordance with the UNEP FI Guidance for assurance
providers Providing Limited Assurance for Reporting on Principles for
Responsible Banking, within the framework of the verification of the Non
Financial Information Statement of the CaixaBank Group's Consolidated
Management Report 2023.
MR.
Chapter 13. Annexes. Independent
Verification Report
We will periodically
review our individual
and collective
implementation of
these Principles and
we will be
transparent and
responsible with
regard to our
positive and
negative impacts
and our contribution
to the objectives of
society.
6.2 Reporting in other frameworks
Does your bank disclose sustainability information in any of
the standards and frameworks listed below?
■ GRI
■ SASB
■ CDP
■ IFRS Sustainability Disclosure Standards (to be published)
■ TCFD
■ Other: Equator Principles, UN Global Compact and
Regulation on Sustainability Disclosures in the Financial Sector
This Management Report includes information that responds to these
standards according to the format required by them, both in the main body of
the report and, when required, in the annexed documents.
MR.
Chapter 11. SNFI

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
6.
Transparency and
Responsibility
We will periodically
review our individual
and collective
implementation of
these Principles and
we will be
transparent and
responsible with
regard to our
positive and
negative impacts
and our contribution
to the objectives of
society.
6.3 Outlook
What are the next steps your bank will undertake in the next
12 months (in particular on impact analysis14, target setting15
and governance structure to implement the PRB)? Briefly
describe.
In the next financial year, the 2022-2024 Sustainable Banking Plan and its lines of
action will continue to be deployed, maintaining the focus on decarbonisation
and sustainable transition; positive social impact and financial inclusion, and
responsible culture and good governance. This focus also includes engagement
with customers, emitters, employees and other stakeholders.
Within the framework of this Plan, and in relation to impact assessment, although
it will not yet be mandatory, progress will continue to be made in the application
of the dual materiality approach, as well as in the identification and assessment
of impacts, risks and opportunities, as laid out in the Corporate Sustainability
Reporting Directive (CSRD) (applicable as of 2025). Progress will also continue
within the impact assessment framework, with specific working groups, as well
as in the analysis and management of adverse impacts (PIA) linked to the
investment portfolio.
Furthermore, in terms of nature, progress will be made in line with that
established in the Declaration on nature, focusing on, among other aspects,
assessing impacts and dependencies; risk management; supporting projects that
contribute to the prevention of the degradation or loss of biodiversity and
ecosystems and participating in working groups in this field.
With regard to internal governance, the data project will be continued, which
strengthens governance and accountability will continue. In this regard,
throughout 2024, progress will be made in extending the availability of
sustainability data (with regulatory use, for reporting, etc.), as well as with respect
to the sustainability scorecard, and its total production readiness will be carried
out on CaixaBank systems.
In 2024, we will continue implementing the action plans arising from the Human
Rights due diligence process. With regard to potentially vulnerable groups, we
will continue progressing in the establishment or reinforcement of measures to
ensure that customers or potential customers can access our range of products
and services under equal conditions, thus avoiding potential discrimination
without a justified reason.
These initiatives will strengthen the analysis of the main positive and negative
impacts related to CaixaBank and will form the basis for the potential
establishment of new targets and/or lines of action for the next Sustainable
Banking Plan. In 2024, while implementing the current Plan, we will progress in
defining a new Sustainable Banking Plan for the 2025-2027 period, with
related objectives, which will involve a new analysis of potential risks, impacts
and opportunities for CaixaBank.
Lastly, in terms of new public commitments, and in accordance with the NZBA
commitment, CaixaBank (including BPI) will establish and publish new sectoral
decarbonisation targets, as well as the levers to achieve them. Similarly, progress
will continue with regard to the analysis of the materiality of ESG risks.

14 For example, drawing up plans to increase the scope, including areas that have not yet been covered, or steps planned in terms of portfolio composition, context and performance measurement.

15 For example, drawing up plans for measuring the baseline, developing targets for (more) impact areas, establishing provisional targets, developing action plans, etc.

Principles for
Responsible
Banking
Reporting and Evaluation Requirements High-level summary of the bank's response Reference(s) and link(s) to the
bank's complete relevant replies
and information
6.
Transparency and
Responsibility
We will periodically
review our individual
and collective
implementation of
these Principles and
we will be
transparent and
responsible with
regard to our
positive and
negative impacts
and our contribution
to the objectives of
society.
6.4 Challenges
The following is a brief section on the potential challenges
your bank faces in implementing the Principles for
Responsible Banking. Your comments will be useful in
contextualising the collective progress of PRB signatory banks.
What challenges have you prioritised in implementing the
Principles for Responsible Banking? Choose what you consider
to be the top three challenges that your bank has prioritised in
the last 12 months (optional question).
If you wish, you can give more details on the challenges and
how they are being addressed:
■ Mainstreaming PRB monitoring into governance
■ Gaining or maintaining momentum in the bank
■ Starting: Where to start and what to focus on at the
beginning
■ Conducting an impact analysis
■ Assessing negative environmental and social impacts
■ Choosing the right performance measurement
methodology(ies)
■ Setting targets
■ Customer engagement
■ Stakeholder engagement
■ Data availability
■ Data quality
■ Access to resources
■ Reports
■ Guarantee
■ Prioritising actions internally
■ Other:
The lack of ESG data (particularly from clients and issuers) that is also
homogenous and robust (i.e. of high quality) is a challenge for progress in the
measurement and subsequent management of sustainability risks and
opportunities and the definition of objectives. To this end, CaixaBank has
launched a data project, described in the previous sections. It also participates in
initiatives such as TCFD and TNFD and regulatory consultations to support
measures that increase in transparency in sustainability. It also carries out
engagement activities with suppliers of specialised external data through asset
management companies to advance in the availability and quality of available
data.
Conducting an impact analysis, assessing the potential positive and negative
impacts linked to the activity, is complex given the lack of shared methodologies
and the scarcity of data. Much progress has been made on climate issues, and it
is essential to make progress on other nature and social issues as well. To
advance in this area, CaixaBank participates in several working groups with other
financial institutions, experts and academia to contribute to the development of
robust, shared and accepted measurement methodologies that facilitate
measurement, management, definition of objectives and reporting. In this
regard, CaixaBank participated in Banking for impact in 2023, with the aim of
contributing to establishing shared methodologies for measuring impact. It is
also part of the PCAF, to measure the carbon footprint of the portfolio; and in
working groups related to nature and financial inclusion.
The setting of new targets is directly related to the availability of data and the
measurement of the impact of the bank's activity. In relation to climate,
CaixaBank will publish new targets related to its adherence to the Net Zero
Banking Alliance, a highly complex process derived from the use of specific
scenarios and measurement models

Sustainable Development Goals

CaixaBank, due to its size and social commitment, contributes to all the SDGs through its activity, social action and strategic alliances.

CaixaBank has been a Signatory Partner of the Spanish Network of the United Nations Global Compact since 2005.

The Entity integrates the 17 UN SDGs in its Strategic

Plan and Sustainable Banking Plan, as well as contributing transversally to all of them in line with its commitment to the Principles for Responsible Banking promoted by UNEP Fi.

CaixaBank has a Strategic Alliance with the "la Caixa" Foundation, its leading shareholder.

> CAIXABANK GROUP'S CONTRIBUTION TO THE SDGS

CaixaBank focuses its perimeter of action most intensely on 4 priority SDGs that facilitate the completion of the bank's mission:

To contribute to the financial well-being of our customers and to the progress of society.

The 4 priority SDGs are interconnected with the other SDGs and CaixaBank contributes to all of them conjointly.

CONTRIBUTION TO THE PROGRESS AND WELL-BEING OF THE MOST VULNERABLE GROUPS THROUGH ACCESS TO FINANCIAL SERVICES, SOCIAL ACTIONS AND AN ACTIVE HOUSING POLICY

1 IN LA POSSELL
11:49:9

Microcredits and other financing with social impact > Active Housing Policy

- > Banking products for vulnerable groups > Social Bonds

  • Social Action Projects and Solidarity Partnerships

  • AgroBank

  • Social action with the "la Caixa" Banking Foundation &gt; Sustainable Performance School

  • Ningún Hogar Sin Alimentos (No Home Without Food):

  • Support programme for Ukrainian refugees

-

1

-

  • CaixaBank doubles down on Dual Training > Commitment to Senior citizens

  • Outreach > Accession to the Commitment To Financial Health and Inclusion by UNEPFI > Investment funds and impact pension plans (SI Range, Impact solutions)
    -

  • Family microloans > Health and wellness loans

  • Agricultural sector Eco-lending > We're Healthy Programme (CaixaBank team)
    -

    • Collaboration with GAVI, the Vaccine Alliance

  • Financial Culture Plan > Microcredits and other financing with social impact

  • Classroom Programme for Shareholders > Banking products for vulnerable groups

  • Chairs1 > Social action with the "la Caixa" Banking Foundation

  • CaixaBank Research > Active housing policy and Impulsa programme

  • CaixaBank Talks > Financial Culture Plan

  • Sustainability School for employees > Signing of the Code of Good Practice in the mortgage market
    -

IESE's CaixaBank Chair on Sustainability and Social Impact, AgroBank Chair - "Quality and innovation in the agri-food sector"

> BOOSTING ECONOMIC ACTIVITY BY PROMOTING INVESTMENT IN INNOVATION, ENTREPRENEURSHIP AND GROWTH OF MICRO, SMALL AND MEDIUM-SIZED ENTERPRISES

1Equality in the company, Diversity Charter, More women better companies, Eje&Con. 2 Specialized network and services for start-ups and scale-ups. 3 United Nations World Tourism Organisation.

> ADOPTION OF A SUSTAINABLE BANKING MODEL BASED ON SUSTAINABLE AND EFFICIENT MANAGEMENT OF NATURAL RESOURCES

-

  • Impact Solutions SI Range (investment products and, insurance) > Certification BCorp imagin

  • Due diligence in Human Rights

  • Framework for issuance of SDG bonds > Financing renewable energies

  • AgroBank > Accession to the Net Zero Banking Alliance (NZBA)
    -

    • Reduced energy consumption

    • Renewable energy consumption

    • Green Bonds

    • Accession to the European Clean Hydrogen Alliance

  • Accession to the Net Zero Banking Alliance (NZBA)

  • Board Members of the Spanish Green Growth Group

  • Renewable energy consumption > Climate report

  • Offsetting of 100% of operational CO2 emissions

  • Financing renewable energies and other environmental solutions

  • Accession to the Partnership for Carbon Accounting Financials (PCAF)

  • Signatories of the Equator Principles > VidaCaixa's adherence to the Sustainable Insurance Principles (SIP)
    -

    • Setting decarbonisation targets for the financed portfolio

  • Accession to the Net Zero Banking Alliance (NZBA) > Accession to the UNEP FI Principles for Responsible Banking (United Nations Environment Programme Finance Initiative)

  • Mobilising sustainable finance > Accession of VidaCaixa and CaixaBank Asset Management to PRI (Principles for Responsible Investment)
    -

  • Policies on ethics and integrity > Reporting reports verified by a third party

-

  • AgroBank > Framework for sustainable, green and social bonds

  • Accession to Poseidon Principles > Statement on biodiversity promoted by the UN at the COP15.

    • Incorporation to Taskforce on nature related financial discolsures (TNFD)

  • Ethics and integrity policies and external certifications in Compliance

  • Due diligence and assessment in Human Rights

  • Accession to Self-control

  • Statement of Main Adverse Impacts Sustainability of investment decisions on sustainability factors

  • Information security > Good Corporate Governance Certification by AENOR

<-- PDF CHUNK SEPARATOR -->

> CONTRIBUTION TO ALL SDGS WITH OWN PROGRAMMES AND THROUGH PARTNERSHIPS

Alliances directly related to the SDGs

For more details, see the section on Accessions and partnerships

→ The first Social Action Project in Spain and one of the largest foundations in the world. Strategic alliance for the dissemination of its projects and active participation in key programmes such as Incorpora and GAVI Alliance.

→ Initiative of the Leadership and Sustainability Chair of ESADE with the collaboration of "la Caixa"

→ Body responsible for promoting the 10 principles of the United Nations. Signatory Partners of the Spanish Network of the United Nations Global Compact since 2012.

12. Glossary and Group structure

  • Criteria and scope of the report [PAGE 620]

  • Non-financial information [PAGE 621

  • Methodology for financed emissions [PAGE 627]

  • Financial information [PAGE 630]

  • Group Structure [PAGE 640]

  • PIAS [PAGE 642]

Criteria and scope of the report

The contents of this report address the material issues for the CaixaBank Group and its stakeholders identified in the 2023 Materiality Analysis and in the requirements of Law 11/2018 on the disclosure of non-financial and diversity information. This includes the information needed to understand the Group's performance, results and financial situation, and the environmental and social impact of its activities, together with matters relating to employees, respect for human rights and combating corruption and bribery.

In addition, the report includes the information required to meet the European Taxonomy regulation (Regulation (EU) 2020/852 and Delegated Regulations of the Commission 2021/2139 and 2021/2178).

International reporting standards and other references to prepare the Report

This report has been prepared frameworks principles to guarantee the transparency, reliability and exhaustiveness of the information:

  • Global Reporting Initiative (GRI) in accordance with GRI Standards 2021. The criteria and principles set out in these standards for the definition of the content and quality of the report have been applied.

  • Sustainability Accounting Standards Board (SASB), set out in the industry standard for commercial banks. Incorporating its materiality analysis and responding to the specific associated metrics. The updated version of December 2023 has been used.

  • Task Force on Climate-Related Financial Disclosure (TCFD), following its recommendations, reports on the details of governance, strategy, objectives and metrics related to climate change risk.

  • Framework of the International Integrated Reporting Council (IIRC), covering strategic focus and future orientation; connectivity of information; stakeholder relationships; materiality; conciseness; reliability; completeness and consistency and comparability.

  • Principles of the UN Global Compact and Sustainable Development Goals (SDGs), within the 2030 Agenda.

  • Principles for Responsible Banking promoted by the United Nations Alliance with the financial sector (UNEP-FI).

  • > Guide for Preparing the Management Report for Listed Companies from the CNMV.

Scope

This report contains performance data for CaixaBank and the subsidiary companies that form CaixaBank Group. The scope of companies considered for the purposes of preparing the Management Report and specifically the Non-Financial Information Statement (NFIS) is that specified in Appendix 1 - CaixaBank's investments in subsidiaries, of the 2023 Consolidated Financial Statement Accounts.

In addition, section 12. Glossary and Group structure includes a list of the most significant entities according to their contribution to the Group, all of which are included in Annex 1.

When the scope of information reported does not cover the entire perimeter, it must be indicated specifically.

Lastly, in relation to the information on the value chain, information related to the suppliers has been included in section 9. Society - Supplier and Procurement Management.

Verification

PricewaterhouseCoopers Auditores, S.L. has issued an independent verification report under Standard ISAE 3000 with a limited security scope on the non-financial information required by Law 11/2018 on the disclosure of non-financial information and diversity, and the GRI standards, the SASB standard for commercial banks, sections 2.1, 2.2, 2.3 and 5.1 of the Principles for Responsible Banking of the UNEP FI and the information related to risks, impacts and metrics of the TCFD, specifically referenced and identified.

The independent verification report is available in section 13.Annex - Independent verification report.

Non-financial information

This glossary contains definitions of the indicators and other terms related to the non-financial information presented in the consolidated management report.

Market shares (%) - As at December 2023, if no other period is specified

Spain

  • Market share in credit to households and companies: the outstanding balance of gross credit granted to households and non-financial companies residing in Spain is considered. Internal data is used for the numerator, and official data published by the Bank of Spain for the denominator.

  • > Market share in household and business deposits: the balance of deposits of households and non-financial companies residing in Spain is considered. Internal data is used for the numerator, and official data published by the Bank of Spain for the denominator.
  • Market share in POS: includes billing in domestic establishments (physical and ecommerce). National and international acquirers are considered in the denominator. Source: STMP and internal estimate of billing in domestic businesses with international cards and acquirers.

  • Card turnover: Card turnover includes the amount from purchases made with CaixaBank Payments & Consumer cards and M2P cards (excluding Portugal). The sector data is provided by STMP (Payment Methods Systems).

Market share in long-term savings: includes assets managed in investment funds (including managed portfolios), pension plans and savings insurance. Third-party funds are not included, only those managed by CaixaBank Asset Management. Source: Inverco, ICEA.

Portugal

  • Market share in consumer credit: Accumulated contracts during the year according to instruction no. 14/2013 of the Bank of Portugal. Source: Bank of Portugal/Bank Customer Website.

  • Market share in household and business deposits: demand and term deposits. Source: Data produced by CaixaBank based on official data (Bank of Portugal - Monetary and Financial Statistics).

  • Market share in investment funds: Source: APFIPP (Portuguese Association of Investment Funds, Pension Funds and Asset Management) - Mutual Funds.

  • Share of home loan market: total resident mortgage loans including securitised loans (estimate). Data produced by CaixaBank based on official data (Bank of Portugal - Monetary and Financial Statistics).

  • > Market share in salary direct deposits: number of salary direct deposits corrected by a factor of 95% due to unavailable information in the Portuguese market. It is considered that 95% of salaried employees receive their salary by direct deposit. Source: National Statistics Institute (INE).
  • > Market share in insurance: data based on official data. Source: APS (Portuguese Association of Insurers).

General

  • Contribution to Gross Domestic Product (%): total contribution of CaixaBank (direct and indirect) to GDP is measured by dividing Gross Value Added (GVA) by GDP. The GVA of CaixaBank Group's businesses in Spain and Portugal is calculated as the gross income (excluding gains/losses on financial assets and liabilities and others) minus general expenses. The GVA for the businesses (excluding shareholdings) is multiplied by the fiscal multiplier to include indirect contributions. Source: CaixaBank Research.

  • Percentage of citizens with a branch in their municipality: percentage of population in Spain in municipalities where CaixaBank has a branch (retail office or dependent window).

  • Digital customers: individual customers who have carried out one more logins in Now, imagin or other CaixaBank apps (Pay, Sign) in the last 6 months.

  • Customer: any natural or legal person with a total position equal to or greater than €5 in the Entity that has made at least two non-automatic movements in the last two months.

  • No. User digital customers: Individual customers with between 40 and 80 days with connection to digital channels in the last 6 months.

  • No. Heavy User digital customers: Individual customers with between 81 and 130 days with connection to digital channels in the last 6 months.

  • No. Top Heavy User digital customers: Individual customers with more than 130 days with connection to digital channels in the last 6 months.

  • Linked customers: Customers individuals in Spain with 3 or more product families.

  • Free float (%): The number of shares available for the public, calculated as the number of issued shares minus the shares held in the treasury, advisers, and shareholders represented on the Board of Directors.

  • Investment (business model context): balance of managed loans excluding investments on a fee or commission basis, foreclosed assets and cash.

  • Investment in technology and development total amount invested in items identified as technology and computing, taking into account both current expenditure and activable elements, and including, among others, maintenance of infrastructure and software, development projects

  • (digital channels, cybersecurity, business development, regulatory), telecommunications, acquisition of equipment and software, licences and rights of use.

  • Number of job positions generated through the multiplier effect of purchases from suppliers: Indicator estimated based on the GVA of CaixaBank, Spanish and Portuguese GDP, the % of employment and productivity per worker according to National Accounting, and based on the input/output tables of the National Statistics Institutes (INE) of both countries with 4th-quarter data. Source: CaixaBank Research.

  • Branches: number of total centres. It includes retail branches and other specialised segments. It does not include windows (public service centres that are displaced, lack a main manager and are dependent on another main branch). It does not include branches and offices outside Spain or virtual/digital offices.

2023 Consolidated Management Report

  • Accessible branch: a branch is deemed to be accessible when its features enable all types of people, regardless of their abilities, to enter, move around, navigate, identify, understand and make use of the available services and facilities, and to communicate with staff. The branch must also comply with current regulations.

  • Ofibuses: mobile branches that offer services in different municipalities with different daily routes and, depending on the demand, visit the locations where they provide services once or several times a month. In addition to preventing the financial exclusion of rural areas, this service preserves the direct relationship with the customers who reside in these locations and upholds the company's commitment to the agricultural and livestock sectors.

  • Total population of towns where the mobile service is provided. Population according to the Spanish National Statistics Institute (INE) of the towns where the mobile service stops to provide financial services.

  • Active suppliers: Defined as an active supplier. Those suppliers that meet the following requirements:

    • Has an active contract in Ariba with an agreement date in the last 3 years.

    • Invoiced in the current or previous year.

    • Participated in a negotiation in the last 12 months.

  • Resources and values managed (business model context): balance of resources managed on the balance sheet and off-balance sheet.

Customer experience and quality

  • Customer Experience Index (IEX) - Global: measures the overall customer experience of CaixaBank on a scale of 0 to 100, in each business.

  • Net Promoter Score (NPS): measures recommendations by CaixaBank customers on a scale of 0 to 10. The Index is the result of the difference between % Promoter customers (ratings 9-10) and Detractor customers (ratings 0-6).

Human Resources

  • Number of work-related accidents: total number of accidents with and without sick leave occurring in the company during the whole year.

  • Serious accident: injuries that pose a risk of death or could cause sequelae resulting in permanent disability with regard to carrying out the usual occupation (partial PD or total PD).

  • Wage Gap: coefficient that estimates the impact of gender on salary (determined through a model of multiple linear regression of salary, calculated as the sum of fixed and variable remuneration, non-salary items and social benefits (savings and risk contributions to Pension funds, Health insurance, Education grants, etc.), on gender and other relevant factors, including age, longevity, longevity in duty, professional duty and level). The sample excludes duties (homogenous groups) of fewer than 49 observations (people) in CaixaBank, S.A. due to the fact that there are insufficient samples to infer statistically solid conclusions, although this aspect has not been passed on to the subsidiaries due to the model's loss of predictive power.

  • Employees: total number of company employees at the end of the financial year. This figure includes the workforce contributing to social security, i.e. it does not include interns, workers from temporary employment agencies or workers on leave of absence.

  • Number of employees with disabilities: employees working at the Company with a recognised degree of disability equal to or greater than 33%.

  • Attractiveness: total number of CVs received in the year in People Xperience Hub (CaixaBank Group's talent community) divided by the average workforce for the period. Value expressed as a percentage.

  • > Commitment Study: quantitative analysis of the level of employee engagement and experience in different dimensions of the organisational environment related to their motivation and effectiveness, considering trends, market comparisons and specific results by different employee segments (organisational area, generation, gender, etc.).
  • Hours of absenteeism (manageable): total hours of manageable absenteeism (illness and accidents).

  • Hours of training per employee: total hours of training of all staff during the year divided by average staff.

  • Investment in employee training (€): Total investment in training for the year divided by average staff.

  • Manageable absenteeism rate (%): total hours of manageable absenteeism (illness and accidents) over total working hours.

  • Accident frequency index (Accident Rate): number of accidents resulting in sick leave divided by the total hours worked, multiplied by 10 to the power of 6. The rate does not include accidents which happen on an employee's way to or from work, as they are outside of work hours. In addition, it includes all real hours of work and excludes any permitted forms of absence, holidays, and sick leave.

Women in management positions from deputy managers of large branches and up (%): percentage of women in assistant management positions of A or B offices (or above) over the total number of employees in managerial positions. Data calculated for CaixaBank, S.A.

New additions: total new hires during the year (even if no longer remaining in the company).

  • Number of employees certified in financial advice (MiFiD II): Number of employees who have passed the Financial Advice Information Course (CIAF). Other related courses officially recognised by the National Securities Market Commission (CNMV) are also included in this calculation.

  • % Certified professionals: quotient between the number of certified employees and total employees that form part of the Premier and Private Banking group.

  • Average remuneration: average total remuneration (annual remuneration, variable paid in the year, social benefits such as savings and risk contributions to the Pension Fund, financial aid for studies for employees and their children, health insurance and other non-wage supplements such as compensation for meals, car rental, etc.).

  • Average remuneration of board members: average remuneration of the Board of Directors, including variable remuneration, allowances, severance, long-term savings provisions, and other income.

Sustainability

  • Assets Under Management: Includes investment funds, managed portfolios, SICAVs, pension plans and certain Unit Linked products.

  • > Classification Assets under management under SFDR: Article 8: Financial products that promote environmental or social characteristics and/or a combination of those characteristics. Article 9: Financial products and services which have sustainable investment as their objective. Article 6: Products and services that take into account environmental, social and governance risks in investment decision-making and that are not considered under articles 8 or 9, as well as those that do not include sustainability risks.
  • Electricity consumption: calculated for the network of branches and corporate centres of CaixaBank, S.A. in MWh. Consumption of data per employee is calculated over average staff for the year.

  • Paper consumption: calculated for the network of branches and corporate centres of CaixaBank, S.A. in tonnes. Consumption of data per employee is calculated over average staff for the year.

  • Water consumption: estimate based on a sample of corporate buildings and branches in the CaixaBank, S.A. corporate network.

Micro-credits: collateral-free loans of up to €25,000 granted to individuals whose economic and social circumstances make access to traditional bank financing difficult. Its purpose is to promote productive activity, job creation and personal and family development.

  • Other financing with social impact: loans that contribute to generating a positive and measurable social impact on society, aimed at sectors related to entrepreneurship and innovation, the social economy, education and health. Its aim is to contribute to maximising social impact in these sectors.

  • Businesses created thanks to support for entrepreneurs: the start of business is considered when the operation is carried out between 6 months before and 2 years after the start of the activity.

  • Number of jobs created thanks to support for entrepreneurs: this figure includes the number of jobs created by entrepreneurs who have received financing from MicroBank through microloans and loans (collateral-free loans, aimed at customers with difficulties accessing traditional bank financing).

-

  • > Social housing: portfolio of properties owned by the Group in which the tenant's situation of vulnerability is considered when setting the conditions of the lease
  • MicroBank beneficiaries: Number of holders and co-holders of microloans granted by MicroBank in the 2022-2024 period.

  • Mobilisation of sustainable finances (Spain business): The amount of sustainable finance mobilisation includes: i) Sustainable mortgage financing (A "or" B "energy efficiency certificate), financing for energy renovation of homes, financing of hybrid/electric vehicles, financing of photovoltaic panels, eco-financing and microloans granted by MicroBank; Sustainable financing for Companies, Developers and CIB&IB The amount considered for the purpose of the transfer of sustainable financing is the risk limit formalised in sustainable financing operations for customers, including long-term, working capital and risk of signing. Tacit or explicit novations and renewals of sustainable financing are also considered; ii) CaixaBank's proportional share of its customers'issuance and placement of sustainable bonds (green, social or mixed); iii) Net increase in Assets under management at CaixaBank Asset Management in products classified under Art. 8 and 9 of the SFDR regulations (includes new funds/mergers of funds registered as Art. 8 and 9, plus net contributions - contributions less withdrawals - including the effect of the

market on the valuation of holdings); Gross increase in assets under management in VidaCaixa in products classified under Art. 8 and 9 of the SFDR regulations (including gross contributions - without considering withdrawals or market effect - to Pension Funds (FFPP), Voluntary Social Welfare Schemes (EPSV) and Unit Linked classified as Art. 8 and 9 under SFDR.

  • Mobilisation of sustainable finances - Portugal business: Includes credit for both Companies (Companies + CIB + Institutions) and Individuals, as well as participation in the placement of sustainable bonds. In relation to sustainable intermediation, Articles 8 and 9 Funds and Insurance are included, under SFDR, both for liquid fundraising and transformation, as well as third party funds.

  • SFDR: Sustainable Finance Disclosure Regulation. EU Regulation on Disclosures of Sustainable Finance.

  • ESG advisory service: Service offered for corporate and institutional customers to generate engagement and elevate the strategic dialogue, offering support focused on sustainability, alignment with Net Zero, improvement of the ESG positioning of companies versus the market and promotion of sustainable financing.

2023 Consolidated Management Report

Methodology for financed emissions

CaixaBank has selected the methodology in the Global GHG Accounting and Reporting Standard for the Financial Industry (hereinafter, "the Standard") developed by Partnership for Carbon Accounting Financials (hereinafter, "PCAF") to estimate financed emissions.

This methodology establishes that financed emissions should be calculated by multiplying the emissions of the borrower, investee or financed asset by an attribution factor specific to each asset class:

> EQUATION 1 – FINANCED EMISSIONS

Financed emissions = ΣAttribution factor*Emissions

Where: the attribution factor: the part of the borrower's annual CO2e emissions attributed to the Bank. emissions: the annual emissions by the borrower.

The information on emissions and financial data for companies in CaixaBank's portfolio is for the end of the fiscal year (in this case 2022).

Business financing. Methodology and calculation

The emissions calculation for this category includes all loans and credit facilities on the Bank's balance sheet for general corporate purposes granted to companies, non-profit and other types of organisations (including SMEs). The calculation is performed on a group basis.

Calculation of the attribution factor

The attribution factor represents the weight of the financing granted to the customer by the Bank. Following the PCAF standard, this is calculated as follows:

> EQUATION 2 – GENERAL LENDING ATTRIBUTION FACTOR

Attribution factoro
=
Outstanding balance to be repaid
Enterprise Value Include Cashe
(EVIC)

The Enterprise Value Including Cash (EVIC) is calculated using the carrying amount of the corresponding items (this prevents market volatility from interfering with management and achievement of decarbonisation commitments). The balance sheet information for the companies is taken from internal databases and from their balance sheets. The financed emissions cannot be calculated when financial information is not available for the company.

Calculation of financed emissions

The calculation of financed emissions follows two approaches, depending on the available information:

  • a. Top-down: when information on emissions published by the Group is available.
  • b. Bottom-up: when information on emissions published by the Group is not available, this is, estimated on the basis of the information available (at the sector level) for the counterparties comprising the Group.

Project Finance. Methodology and calculation

The Project Finance portfolio includes all loans to projects with specific purposes on the Bank's balance sheet at year-end. The calculation of PF emissions only includes emissions financed over the life of the transaction.

Calculation of the attribution factor

The attribution factor for this segment is calculated as follows:

> EQUATION 3 – PROJECT FINANCE ATTRIBUTION FACTOR

Attribution factoro Outstanding balance
= to be repaid
Equitye
+ Debte

Calculation of financed emissions

Given the available information, the following approaches were used to calculate the Scope 1, 2 and 3 emissions:

  • Approach 1: This approach uses the reported emissions of the project to be financed.

  • Approach 2: GHG emissions calculated on the basis of the physical activity of the project to be financed.

  • Approach 3: GHG emissions calculated on the basis of economic activity and PCAF intensity factors.

Mortgages and CRE. Methodology and calculation

The mortgage portfolio includes those mortgagebacked loans on the Bank's balance sheet for the purchase or refinancing of residential properties, including individual and single-family housing units. The Commercial Real Estate (CRE) portfolio includes mortgage-backed loans on the Bank's balance sheet for the purchase or refinancing of properties for commercial purposes. Consumer loans, as well as loans for the construction/remodelling of housing and/or property for commercial purposes are excluded from the scope.

Calculation of the attribution factor

The attribution factor for this segment is calculated as follows:

> EQUATION 4 – MORTGAGE AND CRE ATTRIBUTION FACTOR

Calculation of financed emissions

Given the available information, the following approaches were used to calculate the emissions per Scope 1 and 2 of the properties:

  • Energy certificate of the property. The EPC may be actual, estimated, inferred or modelled.

  • IDAE or PCAF/CRREM depending on the type of property.

Investment portfolio. Methodology and calculation

The investment portfolio includes corporate fixed income and equities. Fixed income includes investments in financial bonds issued by private entities, excluding green bonds. Equity includes the Bank's holdings in other companies, including holdings in listed and unlisted companies.

Calculation of the attribution factor

The attribution factor for this segment is calculated as follows:

> EQUATION 5 – INVESTMENT PORTFOLIO ATTRIBUTION FACTOR

Attribution factoro = Net carrying amount Enterprise Value Including Cash (EVIC)e

Calculation of financed emissions

Given the information available, the following approaches have been used to calculate the financed emissions for each of Scopes 1, 2 and 3:

  • Approach 1: This approach uses the emissions reported by the company.

  • Approach 2: GHG emissions calculated on the basis of company's economic activity and PCAF intensity factors.

Vehicles. Methodology and calculation

This portfolio includes loans to companies and individuals for the purchase of motor vehicles.

Calculation of the attribution factor

The attribution factor for this segment is calculated as follows:

Calculation of financed emissions

Given the low availability of information on the actual emissions (Scope 1 emissions) of each vehicle, an estimate of the financed emissions is made from the following proxies: Average emission factor according to vehicle type and average kilometres driven according to vehicle type.

Data Quality

PCAF establishes a quality level for the degree of certainty of the estimates (the Data Quality Score or DQ Score), depending on the estimation methodology used. PCAF has set five levels for the DQ Score:

In order to disclose the average quality of the data used in a representative way, the quality scores have been normalised on the basis of the amount drawn down (weighted average), using the following formula:

Financial information

In addition to the financial information prepared in accordance with International Financial Reporting Standards (IFRSs), this document includes certain Alternative Performance Measures (APMs) as defined in the guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority on 30 June 2015 (ESMA/2015/1057) (the "ESMA Guidelines"). CaixaBank uses certain APMs, which have not been audited, for a better understanding of the Group's financial performance. These measures are considered additional disclosures and in no case replace the financial information prepared under IFRSs. Moreover, the way the Group defines and calculates these measures may differ to the way similar measures are calculated by other companies. Accordingly, they may not be comparable.

ESMA guidelines define an APM as a financial measure of historical or future performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework.

In accordance with these guidelines, following is a list of the APMs used, along with a reconciliation between certain management indicators and the indicators presented in the consolidated financial statements prepared under IFRS. Figures are presented in millions of euros unless otherwise stated.

Alternative Performance Measures used by the Group

1. Profitability and cost-to-income

A. Customer spread:

Explanation: difference between:

Average rate of return on loans (income from loans and advances divided by the net average balance of loans and advances for the year).

Average rate for retail customer funds (annualised quarterly cost of retail customers divided by the average balance of those same retail customer funds, excluding subordinated liabilities that can be classified as retail).

Note: The average balances of the analysed period are calculated on the basis of the daily closing balances of said period, except in the case of some subsidiaries, for which the average balances are calculated as the arithmetic average of the closing balances of each month.

Purpose: allows the Bank to track the spread between interest income and costs for customers.

Accounting Pro forma
In millions of euros 2023 2022
Restated
2022 2021 2021
Numerator Income from credit portfolio 13,102 6,254 6,254 5,189 5,607
Denominator Net average balance of loans and
advances to customers
335,368 336,696 336,696 309,767 338,352
(a) Average yield rate on loans (%) 3.91 1.86 1.86 1.68 1.66
Numerator Cost of customer funds on balance
sheet
2,359 137 136 4 7
Denominator Average balance of on-balance sheet
retail customers funds
380,254 386,919 386,597 337,183 336,291
(b) Average cost rate of retail
customer funds (%)
0.62 0.04 0.04 0.00 0.00
Customer spread (%) (a - b) 3.29 1.82 1.82 1.68 1.66

B. Balance sheet spread:

-

Explanation: difference between:

Average rate of return on assets (interest income divided by total average assets for the period).

Average cost of funds (interest expenses divided by total average funds for the period).

Note: The average balances of the analysed period are calculated on the basis of the daily closing balances of said period, except in the case of some subsidiaries, for which the average balances are calculated as the arithmetic average of the closing balances of each month.

Purpose: allows the Group to track the spread between interest income and cost for its on-balance sheet assets and liabilities.

Accounting Pro forma
In millions of euros 2023 2022
Restated
2022 2021 2021
Numerator Financial income 18,222 9,197 9,234 7,893 8,421
Denominator Average total assets 618,813 705,478 698,644 628,707 679,557
(a) Average yield rate on loans (%) 2.94 1.30 1.32 1.26 1.24
Numerator Financial expenses 8,109 2,644 2,318 1,918 1,999
Denominator Average total funds 618,813 705,478 698,644 628,707 679,557
(b) Average cost of fund rate (%) 1.31 0.37 0.33 0.30 0.29
Balance sheet spread (%) (a - b) 1.63 0.93 0.99 0.96 0.95

C. ROE:

Explanation: Profit/(loss) attributable to the Group (adjusted by the amount of the Additional Tier 1 coupon reported in equity) divided by average shareholder equity plus valuation adjustments for the last 12 months (calculated as the average value of the monthly average balances).

> Numerator: Attributable profit/(loss) for the last 12 months, including impacts in 2021 from the merger.

> Denominator: Includes as of 31 March 2021 the increase of shareholder equity from the merger with Bankia.

> ROE ex M&A impacts:

> The impacts associated with the merger in the numerator are eliminated in 2021.

Purpose: allows the Group to monitor the return on its equity.

In millions of euros 2023 2022
Restated
2022 2021
(a) Profit/(loss) attributable to the Group 12M 4,816 3,129 3,145 5,226
(b) Additional Tier 1 coupon (277) (261) (261) (244)
Numerator Adjusted profit/(loss) attributable to the
Group 12M (a+b)
4,539 2,868 2,884 4,981
(c) Average shareholder equity 12M 36,563 36,225 36,822 34,516
(d) Average valuation adjustments 12M (2,124) (1,647) (1,943) (1,689)
Denominator Average shareholder equity + valuation
adjustments 12M (c+d)
34,438 34,578 34,880 32,827
ROE (%) 13.2% 8.3% 8.3% 15.2%
(e) Extraordinary income from the merger in 2021 2,867
Adjusted numerator 12M (a+b-e) 2,115
ROE (%) ex M&A impacts 6.4%

D. ROTE:

Explanation: quotient between:

Profit attributable to the Group (adjusted by the amount of the Additional Tier 1 coupon reported in equity).

12-month average shareholder equity plus valuation adjustments (calculated as the average value of the monthly average balances) deducting intangible assets using management criteria (calculated as the value of intangible assets in the public balance sheet, plus the intangible assets and goodwill associated with investees, net of impairment allowances, recognised in Investments in joint ventures and associates in the public balance sheet).

> Numerator: Attributable profit/(loss) for the last 12 months, including impacts in 2021 from the merger.

> Denominator: Includes as of 31 March 2021 the increase of shareholder equity from the merger with Bankia.

> ROTE ex M&A impacts:

> The impacts associated with the merger in the numerator are eliminated in 2021.

Purpose: metric used to measure the return on a company's tangible equity.

2023 Consolidated Management Report

In millions of euros 2023 2022
Restated
2022 2021
(a) Profit/(loss) attributable to the Group 12M 4,816 3,129 3,145 5,226
(b) Additional Tier 1 coupon (277) (261) (261) (244)
Numerator Adjusted profit/(loss) attributable to the
Group 12M (a+b)
4,539 2,868 2,884 4,981
(c) Average shareholder equity 12M 36,563 36,225 36,822 34,516
(d) Average valuation adjustments 12M (2,124) (1,647) (1,943) (1,689)
(e) Average intangible assets 12M (5,382) (5,210) (5,347) (4,948)
Denominator Average shareholder equity + valuation
adjustments excluding intangible assets 12M
(c+d+e)
29,056 29,368 29,533 27,879
ROTE (%) 15.6% 9.8% 9.8% 17.9%
(f) Extraordinary income from the merger in 2021 2,867
Numerator Adjusted numerator 12M (a+b-f) 2,115
ROTE (%) ex M&A impacts 7.6%

E. ROA:

Explanation: Net profit (adjusted by the amount of the Additional Tier 1 coupon reported in shareholder equity) divided by average total assets for the last 12 months (calculated as the average value of the daily balances of the analysed period).

> ROA:

> Numerator: Attributable profit/(loss) for the last 12 months, including impacts in 2021 from the merger.

> Denominator: Includes as of 31 March 2021 the increase of shareholder equity from the merger with Bankia.

> ROA ex M&A impacts:

> The impacts associated with the merger in the numerator are eliminated in 2021.

Purpose: measures the level of return relative to assets.

In millions of euros 2023 2022
Restated
2022 2021
(a) Profit/(loss) for the period after tax and before
minority interest 12M
4,818 3,132 3,149 5,229
(b) Additional Tier 1 coupon (277) (261) (261) (244)
Numerator
Adjusted net profit 12M (a+b)
4,542 2,871 2,888 4,984
Denominator
Average total assets 12M
618,813 705,478 698,644 628,707
ROA (%) 0.7% 0.4% 0.4% 0.8%
(c) Extraordinary income from the merger in 2021 2,867
Numerator Adjusted numerator 12M (a+b-c) 2,118

F. RORWA:

Explanation: net profit (adjusted by the amount of the Additional Tier 1 coupon reported in shareholder equity) divided by average total risk-weighted assets for the last 12 months (calculated as the average value of the quarterly average balances).

> Numerator: Attributable profit/(loss) for the last 12 months, including impacts in 2021 from the merger.

> Denominator: Includes as of 31 March 2021 the increase of shareholder equity from the merger with Bankia.

> RORWA ex M&A impacts:

> The impacts associated with the merger in the numerator are eliminated in 2021.

Purpose: measures the return based on risk weighted assets.

In millions of euros 2023 2022
Restated
2022 2021
(a) Profit/(loss) for the period after tax and before
minority interest 12M
4,818 3,132 3,149 5,229
(b) Additional Tier 1 coupon (277) (261) (261) (244)
Numerator Adjusted net profit 12M (a+b) 4,542 2,871 2,888 4,984
Denominator Risk-weighted assets (regulatory) 12M 219,389 215,077 215,077 200,869
RORWA (%) 2.1% 1.3% 1.3% 2.5%
(c) Extraordinary income from the merger in 2021 2,867
Numerator Adjusted numerator 12M (a+b-c) 2,118

G. Core income:

Explanation: Sum of net interest income, fee and commission income, income from the life-risk insurance business, insurance service result and income from insurance investees.

Purpose: measures the recurring income stemming from the traditional business of the Group (banking and insurance).

Accounting Pro forma
In millions of euros 2023 2022
Restated
2022 2021 2021
(a) Net interest income 10,113 6,553 6,916 5,975 6,422
(b) Income from Bancassurance equity
investments
248 162 206 267 279
(c) Net fee and commission income 3,658 3,855 4,009 3,705 3,987
(d) Income and expense under
insurance or reinsurance contracts
866 651 651
(d) Insurance service result 1,118 935
Core income (a+b+c+d) 15,137 11,504 11,997 10,597 11,339

H. Cost-to-income ratio:

Explanation: operating expenses (administrative expenses, depreciation and amortisation) divided by gross income (or core income for the core efficiency ratio) for the last 12 months.

Purpose: metric widely used in the banking sector to compare the cost to income generated.

Accounting Pro forma
In millions of euros 2023 2022
Restated
2022 2021 2021
Numerator Administrative expenses,
depreciation and amortisation 12M
5,822 5,574 6,070 8,049
Denominator Gross income 12M 14,231 11,093 11,594 10,274
Cost-to-income ratio 40.9% 50.3% 52.4% 78.3%
Numerator Administrative expenses,
depreciation and amortisation
stripping out extraordinary expenses
12M
5,812 5,525 6,020 5,930 6,374
Denominator Gross income 12M 14,231 11,093 11,594 10,274 10,985
Cost-to-income ratio stripping out extraordinary 40.8% 49.8% 51.9% 57.7% 58.0%
expenses
Numerator
Administrative expenses,
depreciation and amortisation
stripping out extraordinary expenses
12M
5,812 5,525 6,020 5,930 6,374
Denominator Core income 12M 15,137 11,504 11,997 10,597 11,339
Core cost-to-income ratio 38.4% 48.0% 50.2% 56.0% 56.2%

2. Risk management

A. Cost of risk:

Explanation: total allowances for insolvency risk (12 months) divided by average of gross loans to customers plus contingent liabilities, using management criteria (calculated as the average value of the monthly closing balances).

Purpose: indicator used to monitor and track the cost of insolvency allowances on the loan book.

In millions of euros 2023 2022 2021
Numerator Allowances for insolvency risk 12M 1,097 982 838
Denominator Average of gross loans + contingent liabilities 12M 387,028 386,862 363,368
Cost of risk (%) 0.28% 0.25% 0.23%

B. Non-performing loan ratio:

Explanation: quotient between:

  • non-performing loans and advances to customers and contingent liabilities, using management criteria.

  • total gross loans to customers and contingent liabilities, using management criteria.

Purpose: indicator used to monitor and track the change and quality of the loan portfolio.

In millions of euros 2023 2022 2021
Numerator Non-perfoming loans and advances to customers +
contingent liabilities
10,516 10,690 13,634
Denominator Total gross loans and contingent liabilities 384,008 391,199 380,160
Non-performing loan ratio (%) 2.7% 2.7% 3.6%

C. Coverage ratio:

Explanation: quotient between:

  • total credit loss provisions for loans to customers and contingent liabilities, using management criteria; and

  • non-performing loans and advances to customers and contingent liabilities, using management criteria.

Purpose: indicator used to monitor NPL coverage via provisions.

In millions of euros 2023 2022 2021
Numerator Provisions on loans and contingent liabilities 7,665 7,867 8,625
Denominator Non-perfoming loans and advances to
customers + contingent liabilities
10,516 10,690 13,634
Coverage ratio (%) 73% 74% 63%

D. Real estate available for sale coverage ratio:

Explanation: quotient between:

  • gross debt cancelled at the foreclosure or surrender of the real estate asset less the present net book value of the real estate asset; and

  • gross debt cancelled at the foreclosure or surrender of the real estate asset.

Purpose: reflects the coverage level via write-downs and accounting provisions on foreclosed real estate assets available for sale.

In millions of euros 2022 2021
(a) Gross debt cancelled at the foreclosure 3,158 3,774 4,417
(b) Net book value of the foreclosed asset 1,582 1,893 2,279
Numerator Total coverage of the foreclosed asset (a - b) 1,576 1,881 2,138
Denominator Gross debt cancelled at the foreclosure 3,158 3,774 4,417
Real estate available for sale coverage ratio (%) 50% 50% 48%

E. Accounting coverage ratio for available-for-sale real estate assets:

Explanation: quotient between:

  • Accounting provision: charges to provisions of foreclosed assets.

  • Book value of the foreclosed asset: sum of net carrying amount and the accounting provision.

Purpose: indicator of accounting provisions covering foreclosed real estate assets available for sale.

In millions of euros 2023 2022 2021
Numerator Accounting provisions of the foreclosed assets 813 952 1,006
(a) Net book value of the foreclosed asset 1,582 1,893 2,279
(b) Accounting provisions of the foreclosed assets 813 952 1,006
Denominator Gross book value of the foreclosed asset (a + b) 2,395 2,845 3,285
Real estate available for sale accounting coverage ratio (%) 34% 33% 31%

3. Liquidity

A. Total liquid assets:

Explanation: Sum of HQLAs (High Quality Liquid Assets within the meaning of Commission Delegated Regulation of 10 October 2014) plus the available balance under the facility with the European Central Bank (non-HQLA).

Purpose: shows the Bank's liquidity position.

In millions of euros 2023 2022 2021
(a) High Quality Liquid Assets (HQLAs) 101,384 95,063 167,290
(b) Available balance under the ECB facility (non-HQLAs) 58,820 43,947 1,059
Total liquid assets (a + b) 160,204 139,010 168,349

B. Loan-to-deposits:

Explanation: quotient between:

  • > Net loans and advances to customers using management criteria excluding brokered loans (funded by public institutions).
  • > Customer deposits and accruals.

Purpose: metric showing the retail funding structure (allows us to value the proportion of retail lending being funded by customer funds).

In millions of euros 2023 2022 2021
Numerator Loans and advances to customers, net (a-b-c) 343,758 350,670 340,948
(a) Loans and advances to customers, gross 354,098 361,323 352,951
(b) Provisions for insolvency risk 7,339 7,408 8,265
(c) Brokered loans 3,001 3,245 3,738
Denominator Customer deposits and accruals (d+e) 385,881 386,054 384,279
(d) Customer deposits 385,507 386,017 384,270
(e) Accruals included in Reverse repurchase agreements
and other
375 37 9
Loan to Deposits (%) 89% 91% 89%

4. Stock market ratios

A. EPS (Earnings per share):

Explanation: Profit/(loss) attributed to the Group (adjusted by the amount of the Additional Tier 1 coupon, registered in shareholder equity) divided by the average number of shares outstanding.

Note: The average number of shares outstanding is calculated as average number of shares less the average number of treasury shares. The average is calculated as the average number of shares at the closing of each month of the analysed period. The impacts associated with the merger in the numerator are eliminated in 2021.

J CaixaBank
In millions of euros 2023 2022
Restated
2022 2021
Numerator Adjusted profit attributable to the Group (a) 4,816 3,129 3,145 5,226
Denominator Average number of shares outstanding, net of
treasury shares
7,472 7,819 7,819 7,575
EPS (Earnings per share) 0.64 0.40 0.40 0.69
(b) Additional Tier 1 coupon (277) (261) (261) (244)
Numerator Numerator adjusted by AT1 coupon (a-b) 4,539 2,868 2,884 4,981
EPS (Earnings per share) adjusted by AT1 coupon 0.61 0.37 0.37 0.66
(c) Extraordinary income from the merger 2,867
Numerator Adjusted numerator (a-b-c) 5
EPS (Earnings per share) ex M&A impacts 0.31

B. PER (Price-to-earnings ratio):

Explanation: share price at the closing of the analysed period divided by earnings per share (EPS).

In millions of euros 2023 2022
Restated
2022 2021
Share price at end of period
Numerator
3.726 3.672 3.672 2,414
Denominator Earnings per share (EPS) 0.64 0.40 0.40 0.69
PER (Price-to-earnings ratio) 9.18 9.18 3.5
Denominator Earnings per share (EPS) ex M&A impacts 0.31
PER (Price-to-earnings ratio) ex M&A impacts 7.75

C. Dividend yield:

Explanation: dividends paid (in shares or cash) in the last year divided by the period-end share price.

In millions of euros 2023 2022 2021
Numerator Dividends paid (in shares or cash) last year 0.23 0.15 0.03
Denominator Share price at end of period 3.726 3.672 2,414
Dividend yield 6.19% 3.98% 1.11%

D. BVPS (Book value per share):

Explanation: equity less minority interests divided by the number of shares outstanding at a specific date.

The book value and tangible book value per share include the impact of the share buyback programme for the amount executed at the end of the quarter, in both the numerator (excluding the repurchased shares from shareholder equity, in spite of not having been redeemed yet) and the denominator (the number of shares does not include the repurchased shares).

Outstanding shares equals shares issued (less treasury shares) at a specific date. plus the shares resulting from a theoretical redemption/conversion of the issued exchangeable debt instruments, at a specific date.

  • TBVPS (Tangible book value per share): quotient between:

    • equity less minority interests and intangible assets; and

    • The number of outstanding shares at a specific date.

  • P/BV: share price at the close of the period divided by book value.

  • P/TBV: share price at the close of the period divided by tangible book value.

In millions of euros 2023 2022
Restated
2022 2021
(a) Equity 36,339 33,708 34,263 35,425
(b) Minority interests (32) (32) (32) (31)
Numerator Adjusted equity (c = a+b) 36,307 33,675 34,230 35,394
Denominator Shares outstanding, net of treasury shares (d) 7,367 7,495 7,494 8,053
e= (c/d) Book value per share (€/share) 4.93 4.49 4.57 4.39
(f) Intangible assets (reduce adjusted equity) (5,367) (5,399) (5,594) (5,316)
g=((c+f)/d) Tangible book value per share (€/share) 4.20 3.77 3.82 3.73
(h) Share price at end of period 3.726 3.672 3.672 2,414
h/e P/BV (Share price divided by book value) 0.76 0.82 0.80 0.55
h/g P/TBV tangible (Share price divided by tangible
book value)
0.89 0.97 0.96 0.65

Adapting the public income statement to management format

Net fee and commission income. Includes the following line items:

  • Fee and commission income.

  • Fee and commission expenses.

Trading income. Includes the following line items:

  • Gains/(losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss (net).

  • Gains/(losses) on financial assets not designated for trading compulsorily measured fair value through profit or loss (net).

  • Gains/(losses) on financial assets and liabilities held for trading, net.

  • Gains/(losses) from hedge accounting, net.

  • Exchange differences (net).

Administrative expenses, depreciation and amortisation. Includes the following line items:

  • Administrative expenses.

  • Depreciation and amortisation.

Pre-impairment income.

  • (+) Gross income.

  • (-) Operating expenses.

Impairment losses on financial assets and other

provisions. Includes the following line items:

  • Impairment/(reversal) of impairment losses on financial assets not measured at fair value through profit or loss or gains/(losses) on adjustments.

  • Provisions/(reversal) of provisions.

Of which: Allowances for insolvency risk.

  • Impairment/(reversal) of impairment losses on financial assets not measured at fair value through profit or loss corresponding to Loans and advances to customers, using management criteria.

  • Provisions/(reversal) of provisions corresponding to Provisions for contingent liabilities, using management criteria.

Of which: Other charges to provisions.

  • Impairment/(reversal) of impairment losses on financial assets not measured at fair value through profit or loss, excluding balances corresponding to Loans and advances to customers, using management criteria.

  • Provisions/(reversal) of provisions, excluding provisions corresponding to contingent liabilities using management criteria.

Gains/(losses) on derecognition of assets and others. Includes the following line items:

  • Impairment or reversal of impairment on investments in joint ventures or associates.

  • Impairment or reversal of impairment on nonfinancial assets.

  • Gains/(losses) on derecognition of non-financial assets and investments, net.

  • Negative goodwill recognised in profit or loss.

  • Profit/(loss) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations (net).

Profit/(loss) attributable to minority interests and others. Includes the following line items:

  • Profit/(loss) for the period attributable to minority interests (non-controlling interests).

  • Profit/(loss) after tax from discontinued operations.

Reconciliation of activity indicators using management criteria

Loans and advances to customers, gross

December 2023
In millions of euros
Financial assets at amortised cost - Customers (Public Balance Sheet) 344,384
Reverse repurchase agreements (public and private sector) 0
Clearing houses and sureties provided in cash (1,584)
Other, non-retail, financial assets (260)
Financial assets not designated for trading compulsorily measured at fair value
through profit or loss- Loans and advances (Public Balance Sheet)
0
Fixed income bonds considered retail financing (Financial assets at amortised
cost - Public debt securities, Balance Sheet)
4,219
Fixed income bonds considered retail financing (Assets under the insurance
business - Balance Sheet)
33
Provisions for insolvency risk 7,339
Loans and advances to customers (gross) using management criteria 354,098

Liabilities under insurance contracts

December 2023

In millions of euros
Liabilities under insurance contracts (public balance sheet) 70,240
Financial component's correction as a result of updating the liabilities in accordance
with IFRS 17 (excluding Unit Link and other)
278
Fixed income bonds considered retail financing (Financial assets at amortised
cost - Public debt securities, Balance Sheet)
3,283
Other financial liabilities not considered as Insurance contract liabilities (2)
Financial liabilities of BPI Vida registered under Financial liabilities at amortised
cost - Customer deposits
739
Insurance contract liabilities, using management criteria 74,538

Customer funds

December 2023
In millions of euros
Financial liabilities at amortised cost - Customer deposits (public balance sheet) 397,499
Non-retail financial liabilities (registered under Financial liabilities at
amortised cost - Customers deposits)
(10,148)
Multi-issuer covered bonds and subordinated deposits (4,043)
Counterparties and others (6,105)
Retail financial liabilities (registered under Financial liabilities at amortised
cost - Debt securities)
1,433
Retail issuances and other 1,433
Liabilities under insurance contracts under management criteria 74,538
Total on-balance sheet customer funds 463,323
Assets under management 160,827
Other accounts1 6,179
Total customer funds 630,330

1 Includes mainly temporary funds associated with transfers and collections.

Institutional issuances for banking liquidity purposes

December 2023

In millions of euros
Financial liabilities at Amortised Cost - Debt securities issued (public balance sheet) 56,755
Institutional financing not considered for the purpose of managing bank
liquidity
(4,570)
Securitisation bonds (918)
Value adjustments (2,576)
Retail (1,433)
Issues acquired by companies within the group and other 356
Customer deposits for the purpose of managing bank liquidity1 4,043
Institutional financing for the purpose of managing bank liquidity 56,227

1 A total of €4,635 million in multi-issuer covered bonds (net of retained issues) and €33 million in subordinated deposits.

Foreclosed real estate assets (available for sale and held for rent)

December 2023

In millions of euros
Non-current assets and disposal groups classified as held for sale (Public Balance
Sheet)
2,121
Other non-foreclosed assets (571)
Inventories in the heading - Other assets (Public Balance Sheet) 32
Foreclosed available for sale real estate assets 1,582
Tangible assets (Public Balance Sheet) 7,300
Tangible assets for own use (5,877)
Other assets (296)
Foreclosed rental real estate assets 1,127

Group Structure

CaixaBank Group 44,863
>>
CaixaBank, S.A.
36,225
Credit institution Spain
GROUP ENTITIES > BUSINESS ACTIVITY
CaixaBank
703
> BUSINESS SUPPORT
Operational
CaixaBank
Building Center
612
217
Payments &
(100%)
VidaCaixa (100%)1
CaixaBank Asset
Banco BPI (100%)
815
260
4,263
Management
Imaginersgen
62
(100%)
Services (100%)

Services for back office
administration
Consumer (100%)


Consumer finance and

Holder of property
payment methods
assets
(100%)


Life insurance and
Management of
Credit institution
pension fund
collective investment
management
undertakings

Management of the
bank's youth segment
CaixaBank Tech
915
(100%)
Wivai SelectPlace,
Bankia Habitat (100%)
52
S.A.U (100%)
BPI Vida e
BPI Gestão de
68
42
Pensões (100%)
ativos (100%)
Nuevo MicroBank
44
(100%)

Provision of IT services



Marketing of products
Real-estate
administration,
management and
operation

Life insurance and
Management of
pension fund
collective investment
management
undertakings

Financing of
microloans
CaixaBank Facilities
190
Management
(100%)
Telefónica
Living Center (100%)
8
Consumer
Finance (50%)
Bankia Mediación
CaixaBank AM
20
8
(100%)
Luxembourg
(100%)
CaixaBank Wealth
18
Management
Luxembourg
(100%)

Project management,
maintenance, logistics
and procurement


Consumer finance
Real estate

development

Management of
Bancassurance
collective investment
services operator
undertakings

Credit institution
Luxembourg
CaixaBank
134
Advanced Business
CaixaBank
8
Equipment
VidaCaixa
1
Mediació (100%
BPI Suisse (100%)
9
Analytics (100%)

Development of digital
projects
Finance (100%)

Vehicle and equipment

leasing
Insurance
Credit institution
Switzerland
CaixaBank
9
Titulización
(100%)

Securitisation fund
management
Open Wealth
9
(100%)

Independent wealth
consultancy services

JOINT VENTURES AND ASSOCIATES

> BUSINESS SUPPORT > BUSINESS ACTIVITYIT Now (49%)Comercia Global Payments Entidad de Pago, S.L. (20%)Coral Homes (20%)SegurCaixa Adeslas (49.9%)Companhia de Seguros Allianz Portugal (35%) Technology and IT projects and services Payment entity Real estate services Non-life insurance Insurance → Servired (41%)Gramina Homes (20%)Banco comercial e de Investimentos (36%) Spanish payment method company Real-estate administration, management and operation Credit institution in Mozambique → Global Payments Money To Pay, S.L (49%) Payment entity → Redsys Servicios de Procesamiento (25%) Payment methods

→ Number of employees. Company subgroups. (%) Percentage of stake at 31 December 2023.

Note: The most significant entities are included according to their contribution to the Group, excluding shareholder operations (dividends), extraordinary operations and non-core activities. Inversiones Inmobiliarias Teguise Resort S.L. (143 employees), Unión de Crédito para la Financiación Mobiliaria e Inmobiliaria, E.F.C., S.A.U. (14), Puerto Triana, S.A.U. (8), Líderes de Empresa Siglo XXI, S.L. (6), among others.

1 The takeover merger of Sa Nostra Vida by VidaCaixa was completed on 02 November 2023.

PIAS

PAI RTS SFDR equivalence Indicator Gross Unit Specifications
Applicable investments for investments in investees
PAI 1.a GHG emissions Scope 1 8,423.34 t CO2 eq See "Environmental Management Plan" section CMR 2023
PAI 1.b GHG emissions Scope 2 (location based method) 29,383.94 t CO2 eq See "Environmental Management Plan" section CMR 2023
PAI 1.c GHG emissions Scope 3 (excluding financed
emission categories)
221,863.91 t CO2 eq See "Environmental Management Plan" section CMR 2023
PAI 1.e Total operational GHG emissions (location based) 259,671.20 t CO2 eq See "Environmental Management Plan" section CMR 2023
PAI 2 Carbon footprint Calculation not applicable
PAI 3 Carbon intensity 9.77 t CO2 eq / €M sales Total operational GHG emissions over ordinary income from customers
(see Note 8 to the 2023 consolidated financial statements)
PAI 4 Exposure to companies active in the fossil fuel
sector.
The corporate purpose of CaixaBank and its subsidiaries does not
include activity related to the fossil fuel sector (see Note 1.1 to the
consolidated financial statements).
PAI 5 % of non-renewable energy consumption and
production
0 % See "Environmental Management Plan" section CMR 2023
The total energy consumed is from renewable sources.
PAI 6 Energy consumption intensity 0.01 GWh / €M sales Electricity consumed (see "Environmental Management Plan -
Electricity" section CMR 2023) / Ordinary customer income (see Note 8
to the 2023 consolidated financial statements)
PAI 7 Activities negatively impacting biodiversity sensitive
areas
The negative impact on biodiversity sensitive areas is insignificant due
to the nature of our operational activity.
PAI 8 Water consumption 421,769 m3 Water consumption and emissions to water are insignificant due to the
nature of our operational activity.
PAI 9 Hazardous and radioactive waste ratio 0.0 ton Due to the nature of our operational activity, no hazardous and/or
radioactive waste is generated.
PAI 10 Violations of UN Global Compact principles & OECD
Guidelines for Multinational Enterprises
0 unit There have been no violations of the aforementioned principles and
guidelines
PAI 11 Lack of processes and mechanisms to monitor
compliance with UN Global Compact principles &
OECD Guidelines for Multinational Enterprises
0 unit No deficiencies have been identified in processes and mechanisms
PAI 12 Unadjusted gender wage gap 16 % See "Diversity and equal opportunities - Gender diversity in figures"
section CMR 2023.
The adjusted gender wage gap by equal position is 1.1%.
PAI 13 Board gender diversity 40.0 % See "Diversity of the Board of Directors" section CMR 2023
PAI 14 Exposure to controversial arms exposures The corporate purpose of CaixaBank and its subsidiaries does not
include activity related to the weapons sector (see Note 1.1 to the 2023
consolidated financial statements).

Note: The indicators detailed below refer to the CaixaBank Group's operational activities, without including the indirect effects through its value chain.

13. Annexes

  • Independent Verification Report

  • Annual Report on Corporate Governance

  • Annual Report on Remuneration of Directors

Independent Verification Report

Independent verification report Consolidated Non-Financial Information Statement 31 December 2023

This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.

Independent verification report

To the shareholders of CaixaBank, S.A.:

Pursuant to article 49 of the Code of Commerce, we have verified, with the scope of a limited assurance engagement, the Consolidated Non-Financial Information Statement (hereinafter NFIS) for the year ended 31 December 2023 of CaixaBank, S.A. (Parent company) and subsidiaries (hereinafter the Group) which forms part of the accompanying Group's Consolidated Management Report (hereinafter CMR).

The content of the CMR includes additional information to that required by current mercantile legislation in relation to non-financial information, which has not been covered by our verification work. In this respect, our work was limited solely to verifying the information identified in the tables included in the accompanying CMR:

  • 'Law 11/2018 and Taxonomy Regulation, Table of contents',
  • 'Global Reporting Initiative (GRI)',
  • 'Sustainability Accounting Standards Board (SASB)',
  • 'United Nations Environment Programme Finance Initiative (UNEP FI)' sections:
    • o 2.1 Impact Analysis,
    • o 2.2 Target Setting,
    • o 2.3 Target Implementation and Monitoring, and
    • o 5.1 Governance Structure for Implementation of the Principles,
  • 'Task Force on Climate-Related Financial Disclosures (TCFD)' sections regarding risks, impacts, and metrics referenced and specifically identified by a footnote.

Responsibility of the directors of the Parent company

The preparation of the NFIS included in the Group's CMR, and the content thereof, are the responsibility of the directors of CaixaBank, S.A. The NFIS has been drawn up in accordance with:

  • The provisions of current mercantile legislation and using as a reference the criteria of the Sustainability Reporting Standards of the Global Reporting Initiative (GRI Standards) as well as those other criteria described as per the details provided for each matter in tables 'Law 11/2018 and Taxonomy Regulation, Table of contents' and 'Global Reporting Initiative (GRI)' of the CMR.
  • The criteria of the Sustainability Accounting Standard for Commercial Banks sector of Sustainability Accounting Standards Board (SASB) described as per the details provided for each matter in table 'Sustainability Accounting Standards Board (SASB)' of the CMR.

PricewaterhouseCoopers Auditores, S.L., Pº de la Alameda, 35 Bis, 46023 Valencia, España Tel.: +34 963 036 900 / +34 902 021 111, Fax: +34 963 036 901, www.pwc.es 1

  • The criteria described in the Reporting and Self-Assessment Template of the United Nations' Principles for Responsible Banking (PRB) promoted by the United Nations Environment Programme Finance Initiative (UNEP FI) for sections 2.1 Impact Analysis, 2.2 Target Setting, 2.3 Target Implementation and Monitoring and 5.1 Governance Structure for Implementation of the Principles included in table 'United Nations Environment Programme Finance Initiative (UNEP FI)'.
  • The Group's own criteria regarding the information related to risks, impacts, and metrics, referenced and specifically identified by a footnote, as per the details provided for each matter in table 'Task Force on Climate-Related Financial Disclosures (TCFD)'.

This responsibility also includes the design, implementation and maintenance of the internal control considered necessary to allow the NFIS to be free of material misstatement due to fraud or error.

The directors of CaixaBank, S.A. are also responsible for defining, implementing, adapting and maintaining the management systems from which the information required to prepare the NFIS is obtained.

Our independence and quality management

We have complied with the independence requirements and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) of the International Ethics Standards Board for Accountants (IESBA Code of Ethics) which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Our firm applies International Standard on Quality Management (ISQM) 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

The engagement team consisted of professionals specialising in Non-financial Information reviews, specifically in information on economic, social and environmental performance.

Our responsibility

Our responsibility is to express our conclusions in a limited assurance independent verification report based on the work we have performed. We carried out our work in accordance with the requirements laid down in the current International Standard on Assurance Engagements 3000 Revised, 'Assurance Engagements other than Audits or Reviews of Historical Financial Information' (ISAE) 3000 Revised, issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC), in the Guidelines for verification engagements of the Non-Financial Information Statement issued by the Spanish Institute of Auditors ('Instituto de Censores Jurados de Cuentas de España') and in the UNEP FI Guidance for assurance providers Providing Limited Assurance for Reporting on Principles for Responsible Banking issued by the United Nations Environment Programme Finance Initiative (UNEP FI).

In a limited assurance engagement, the procedures performed vary in nature and timing of execution, and are less extensive, than those carried out in a reasonable assurance engagement and accordingly, the assurance provided is also lower.

Our work consisted of posing questions to management as well as to the various units of the Group that were involved in the preparation of the NFIS, the review of the processes for compiling and validating the information presented in the NFIS, and applying certain analytical procedures and review procedures on a sample basis, as described below:

  • Meetings with the Group personnel to understand the business model, policies and management approaches applied, principal risks relating to these matters and to obtain the information required for the external review.
  • Analysis of the scope, relevance and integrity of the content of the NFIS for the year 2023, based on the materiality analysis carried out by the Group and described in section 'Materiality', taking into account the content required by current mercantile legislation.
  • Analysis of the procedures used to compile and validate the information presented in the NFIS for the year 2023.
  • Review of information relating to risks, policies and management approaches applied in relation to material matters presented in the NFIS for the year 2023.
  • Verification, by means of sample testing, of the information related to the content of the NFIS for the year 2023 and that it was adequately compiled using data provided by the sources of information.
  • Obtaining a management representation letter from the directors and management of Parent company.

Conclusion

Based on the procedures performed in our verification and the evidence obtained, nothing has come to our attention that causes us to believe that the NFIS of CaixaBank, S.A. and subsidiaries for the year ended 31 December 2023 has not been prepared, in all material respects, in accordance with:

  • The provisions of current mercantile legislation and using as a reference the criteria of the GRI Standards as well as those other criteria described as per the details provided for each matter in tables 'Law 11/2018 and Taxonomy Regulation, Table of contents' and 'Global Reporting Initiative (GRI)' of the CMR.
  • The criteria of the Sustainability Accounting Standard for Commercial Banks sector of th Sustainability Accounting Standards Board (SASB) described as per the details provided for each matter in table 'Sustainability Accounting Standards Board (SASB)' of the CMR.
  • The criteria described in the Reporting and Self-Assessment Template of the United Nations' Principles for Responsible Banking (PRB) promoted by the United Nations Environment Programme Finance Initiative (UNEP FI) for sections 2.1 Impact Analysis, 2.2 Target Setting, 2.3 Target Implementation and Monitoring and 5.1 Governance Structure for Implementation of the Principles included in table 'United Nations Environment Programme Finance Initiative (UNEP FI).
  • The Group's own criteria regarding the information related to risks, impacts, and metrics, referenced and specifically identified by a footnote, as per the details provided for each matter in table 'Task Force on Climate-Related Financial Disclosures (TCFD)'.

Emphasis of matter

Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 relating to the establishment of a framework to facilitate sustainable investments, as well as the Delegated Acts promulgated in accordance with the provisions of the aforementioned Regulation, establish the obligation to disclose information on the manner and extent to which the company's investments are associated with eligible economic activities in relation to the environmental objectives of sustainable use and protection of water and marine resources, transition to a circular economy, prevention and control of pollution and protection and restoration of biodiversity and ecosystems (the rest of the environmental objectives), and in relation to certain new activities included in the objectives of climate change mitigation and adaptation to climate change, for the first time for the year 2023. The aforementioned regulation also establishes for the first time for the year 2023 the obligation to disclose information on the manner and extent to which the company's activities are associated with economic activities aligned with the activities included in the objectives of climate change mitigation and climate change adaptation, excluding the new activities mentioned above. Consequently, the NFIS does not include comparative information on alignment in relation to the objectives of climate change mitigation and climate change adaptation, nor does it include comparative information on eligibility in relation to the rest of the environmental objectives, nor in relation to the new activities included in the objectives of climate change mitigation and climate change adaptation. Furthermore, to the extent that the information referring to eligible activities in the year 2022 was not required with the same level of detail as in the year 2023, the information disclosed on eligibility is not strictly comparable either in the NFIS. In addition, it should be noted that the directors of CaixaBank, S.A. have incorporated information on the criteria that, in their opinion, allows for improved compliance with the aforementioned obligations and which is defined in sections 'Sustainable business - Green taxonomy' and 'Taxonomy Regulation (EU) 2020/852 and Delegated Acts' of the accompanying CMR. Our conclusion has not been modified in relation to this matter.

Use and distribution

This report has been drawn up in response to the requirement established in current Spanish mercantile legislation and therefore may not be suitable for other purposes and jurisdictions.

PricewaterhouseCoopers Auditores, S.L.

PRICEWATERHOUSECOOPERS AUDITORES, S.L.

Original in Spanish signed by Juan Ignacio Marull Guasch

16 February 2024

2023 Annual Corporate Governance Report

The following document is the Annual Corporate Governance Report (hereinafter, ACGR) of Caixabank, S.A. (hereinafter, CaixaBank or the Company) for the 2023 financial year, and it comprises the chapter on "Corporate Governance" in the Consolidated Group Management Report, alongside sections F (ICFR) and G (Extent of compliance with corporate governance recommendations), the Reconciliation table and the "Statistical appendix to the ACGR" presented below.

The ACGR, in its consolidated version, is available on the corporate website of CaixaBank (www.caixabank.com) and on the website of the CNMV. The information contained in the Annual Corporate Governance Report refers to the financial year ending on 31 December 2023. Abbreviations are used throughout the document to refer to the company names of various entities: FBLC ("La Caixa" Banking Foundation), Criteria Caixa (Criteria Caixa, S.A.U.); FROB (Fund for Orderly Bank Restructuring); BFA (BFA Tenedora de Acciones, S.A.); as well as CaixaBank governing bodies: the Board (Board of Directors) or the AGM (Annual General Meeting).

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 while promoting proper risk management and efficient internal control, which enhances transparency and limits the appearance of potential conflicts of interest.

All of this drives excellence in management that results in greater value for the company and therefore for its stakeholders.

As part of our commitment to our mission and vision, we implement good Corporate Governance practices in our activity. This enables us to be a wellgoverned and coordinated company that is recognised for its good practices.

The information regarding the corporate governance of the Company is supplemented by the Annual Director Remuneration Report (ADRR), which is prepared and submitted to a non-binding vote at the Annual General Meeting.

Once approved by the Board of Directors and published on the CNMV website, the ADRR and this ACGR report are available on the CaixaBank corporate website (www.caixabank.com).

CaixaBank's Corporate Governance Policy is based on the Company's corporate values and also on good practices for governance, particularly the recommendations in the Good Governance Code of Listed Companies approved by the CNMV in 2015 and revised in 2020. This policy establishes the action principles that will regulate the Company's corporate governance, and its text was reviewed in December 2021.

> CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

01. Competencies
and self
organisation

in a efficient manner
02. Diversity and
balance

in the composition of
the Board of Directors
03. Professionalism
for proper
compliance

with the duties of
members of the Board
of Directors
04. Balanced
remuneration
05. Commitment 06. Protection and
promotion

aimed at attracting and
retaining the
appropriate profile of
members of the Board
of Directors

commitment to ethical
and sustainable action

of shareholder rights
07. Prevention, identification
handling of conflicts of interest
and proper 08. Regulatory
compliance

in particular with regard to operations with related
parties, considering intragroup relations

regulations as the
guiding principle for all
people who form part
of CaixaBank
09. Achievement of
the social interest
10. Transparent information

→ through the acceptance and updating of good governance practices

→ covering both financial and non-financial activity

Best Corporate Governance practices (G)

Of the 64 Recommendations in the Good Governance Code (excluding one non-applicable recommendation), CaixaBank is fully compliant with 59 and partially compliant with 4. The following list contains the recommendations with which CaixaBank is partially compliant, and the reason:

> CAIXABANK IS PARTIALLY COMPLIANT WITH THE FOLLOWING RECOMMENDATIONS:

RECOMMENDATION 5

Given that the General Shareholders' Meeting on 14 May 2021 approved a resolution delegating to the Board of Directors the power to issue bonds convertible into shares that allow or are intended to meet regulatory requirements for their eligibility as additional Tier 1 regulatory capital instruments, with the power to exclude pre-emptive subscription rights, subjecting the capital increases that the Board of Directors may approve under this authorisation to the limitation of 50% of the capital at the time of authorisation and not 20%, the latter being the general limit applicable to listed companies.

Law 5/2021, in force since 3 May 2021, imposed a general prohibition for the General Shareholders' Meeting of all listed companies from delegating to the Board the power to increase the share capital, excluding pre-emptive subscription rights, by an amount exceeding 20% of the share capital, as well as the power to issue convertible bonds excluding pre-emptive subscription rights, so that the maximum number of shares into which the bonds may be converted, added to the number of shares issued by the directors under the delegation to increase capital, does not exceed 20% of the share capital.

Without prejudice to the foregoing, in the case of credit institutions, as is the case of CaixaBank, the Law provides for the possibility of not applying this 20% limit to convertible bond issues made by credit institutions, provided that these issues comply with the requirements of Regulation (EU) 575/2013, which is expressly stated in the resolution of the General Shareholders' Meeting of 14 May 2021, with the limit of 50% of share capital being applicable at the time of authorisation.

Pursuant to the delegation of authority granted to it by the Annual General Meeting of Shareholders held on 14 May 2021, the Board of Directors approved, on 29 July 2021, the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding preemptive subscription rights, the definitive terms being fixed on 2 September 2021, as published in a privileged information communication of the same date.

In addition, on 16 February 2023, the Board of Directors approved the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding pre-emptive subscription rights, the definitive terms being fixed on 1 March 2023, as published in a communication from OIR on the same date.

On 3 January 2024, CaixaBank reported the approval of an issue of preferential shares, eventually convertible into new issue shares (Additional Tier 1) worth EUR 750 million, with the pre-emptive subscription right disapplied. The preference shares are perpetual, although they may be redeemed under specific circumstances at the option of CaixaBank and, in all cases, are convertible into ordinary newly-issued shares of the entity if CaixaBank or the CaixaBank Group has a Common Equity Tier 1 ratio (CET1), of less than 5.125%, calculated in accordance with European Regulation 575/2013 of 26 June of the European Parliament and Council, on prudential requirements of credit institutions and investment firms. The issuance was aimed exclusively at professional investors and eligible counterparties, and retailers were expressly excluded.

RECOMMENDATION 10

Because the regulations of CaixaBank's Annual General Meeting provide for a different voting system depending on whether resolutions are proposed by the Board of Directors or by shareholders. This is to avoid counting difficulties in respect of shareholders who are absent before the vote and to resolve new proposals dealing with resolutions that contradict the proposals submitted by the Board, ensuring in all cases the transparency of counting and the proper recording of votes.

RECOMMENDATION 27

Because the proxies for voting at the headquarters of the Board, when applicable, in cases when attendance in not possible, may be carried out with or without specific instructions at the discretion of each director. The freedom to appoint proxies with or without specific instructions is considered a good Corporate Governance practice by the Company and, specifically, the absence of instructions is seen to facilitate the proxy's ability to adapt to the content of the debate.

RECOMMENDATION 64

Payments for termination or expiry of the Chairman's and CEO's contracts, including severance pay in the event of termination or expiry of the relationship in certain cases and the post-contractual non-competition agreement, do not exceed the amount equivalent to two years of the total annual remuneration for each of them. In addition, CaixaBank has recognised a social security supplement for the CEO to cover retirement, death and permanent total, absolute or severe disability, and for the Chairman to cover death and permanent total, absolute or severe disability.

In the case of the commitment to cover the retirement contingency, this is a system established under a defined contribution plan, for which the annual contributions to be made are fixed in advance. Under this commitment, the CEO has recognised the right to receive a retirement benefit

upon reaching the legally established age, which will be the result of the sum of the contributions made by CaixaBank and their corresponding returns up to that date, provided that he/she is not terminated 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 CEO's contract, the contributions would be consolidated (except in the event of termination for just cause attributable to the CEO) but in no case is there any provision for the possibility of receiving an early retirement benefit, since its accrual and payment would occur only on the occasion and at the time of retirement (or the occurrence of the other contingencies covered) and not on the occasion of the termination of the contract. The nature of these savings systems is not to indemnify or compensate for the loss of rights to the assumption of noncompetition obligations, as they are configured as a savings system that is endowed over time with periodic contributions and which form part of the fixed components of the usual remuneration package of the Executive Directors; unlike indemnities or compensations for not competing, it grows over time and is not set in absolute terms.

Therefore, the institution would only be in breach of 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.

Recommendation 2 is not deemed to be applicable as

CaixaBank is not a company controlled by another entity, listed or otherwise, in the sense of Article 42 of the Commercial Code.

Changes in the composition of the Board and its committees in the 2023 financial year

The Ordinary General Shareholders' Meeting held on 31 March 2023 approved the re-election of Gonzalo Gortázar (executive director), María Amparo Moraleda (independent director) and Cristina Garmendia (independent director) as members of the Board of Directors, as well as the appointment of Peter Löscher as a new member of the Board of Directors as an independent director, to fill the vacancy created by the resignation of John S. Reed.

Following the Ordinary General Shareholders' Meeting, the Board of Directors agreed to appoint Gonzalo Gortázar as Chief Executive Officer with all the powers that may be delegated by law and the Articles of Association. In addition, Eduardo Javier Sanchiz was appointed as Lead Independent Director , as agreed by the Board of Directors on 22 December 2022, following the resignation of John S. Reed.

Likewise, the Board of Directors, on the same date and following the above appointment resolutions, agreed to reorganise the composition of the Board Committees.

As regards the Executive Committee, the Board agreed to incorporate Eduardo Javier Sanchiz (independent director) as a new member of the Committee, replacing María Verónica Fisas, who ceased to be a member of the Executive Committee. In addition, it was agreed to appoint Gonzalo Gortázar and María Amparo Moraleda again as members of the Committee, after being re-elected as directors by the General Meeting.

As regards the Appointments and Sustainability Committee, the Board also agreed to re-appoint María Amparo Moraleda as a member of the Committee, following her re-election as an independent director by the General Shareholders' Meeting. For their part, the members of the Commission agreed to appoint María Amparo Moraleda as Chairwoman of the Committee.

As for the Audit and Control Committee, according to an agreement by the Board, Koro Usarraga ceased to be a member of the Committee, which led to a reduction in one of the total number of members of the Committee. In addition, the Board agreed to reappoint Cristina Garmendia as a member of the Committee, following her re-election as independent director by the General Shareholders' Meeting. For their part, the members of the Committee agreed to appoint Eduardo Javier Sanchiz (independent director) as its Chairman.

As regards the Risk Committee, the Board resolved that Eduardo Javier Sanchiz would no longer be a member of the Risk Committee, reducing the total number of members by one. For their part, the members of the Committee agreed to appoint Koro Usarraga (independent director) as Chairwoman.

As regards the Remuneration Committee, the Board agreed to the incorporation of Eva Castillo and Koro Usarraga, both independent directors, as well as the non-renewal of María Amparo Moraleda as a member. These changes represented an increase in one Committee member. In addition, the Board agreed to re-appoint Cristina Garmendia as a member of the Committee, following her re-election as independent director by the General Shareholders' Meeting. For their part, the members of the Committee agreed to appoint Eva Castillo (independent director) as Chair.

Finally, as regards the Innovation, Technology and Digital Transformation Committee, the Board agreed to incorporate Francisco Javier Campo (independent director) as a member, increasing the number of members of the Committee by one. In addition, the Board agreed to re-appoint Gonzalo Gortázar, María Amparo Moraleda and Cristina Garmendia as members of the Committee, following their re-election as directors by the General Shareholders' Meeting.

On 15 May, following verification of his suitability by the European Central Bank, Peter Löscher accepted his appointment as a director, as well as his appointment as a member of the Appointments and Sustainability Committee and the Innovation, Technology and Digital Transformation Committee.

In 2023, progress was made on the path of excellence in Corporate Governance.

Corporate Governance Progress in 2023

In addition to what is explained in the previous section on the re-election of three directors and the appointment of a new director, as well as various changes to the Committees and the change of the Lead Independent Director (which took effect after the 2023 AGM), it should be noted that the Board of Directors had established an improvement plan for the 2023 financial year, the result of the evaluation exercise carried out in 2022 with the assistance and collaboration of Korn Ferry, as external advisor, relating to the functioning of the Board itself and its Committees, as well as time distribution issues to increase attention to the monitoring of significant investments and also to the governance of the CaixaBank Group's most relevant subsidiaries and, in order to keep Board members permanently updated, to carry out training actions. In this regard, and in relation to these opportunities for improvement, during the 2023 financial year, the established objectives were met once again and solid progress was made on the path to excellence in Corporate Governance, consolidating the strengths of transparent, efficient and coherent governance aligned with the objectives of the company's Strategic Plan.

Firstly, as regards the functioning of the Board of Directors and the Board Committees, in view of the favourable progress achieved in recent years, the company considers it important to maintain and consolidate the excellent standard achieved with regard to the dynamics of meetings, in terms of their duration and the distribution of time according to the subject matter of the various items on the agenda.

The right balance between operational and strategic issues for good monitoring of investments and key subsidiaries.

In this regard, efforts have been made to increase and consolidate the levels of technical rigour and anticipation of the information and documentation provided to the Board members, in addition to introducing improvements in IT tools at the service of the Board members. On the other hand, and with regard to the frequency, duration, distribution of time and dynamics followed in Board meetings, the company has consolidated the practices of promoting debate, frequency and dynamics of programming and attendance at Board meetings and its Committees.

Secondly, as regards aspects related to the composition of the Board and its Committees, as indicated above, the Board agreed to appoint a new independent director and the Lead independent director has thus changed. With regard to the Board Committees, it was considered advisable to strengthen the composition of the Innovation, Technology and Digital Transformation Committee, and therefore it was agreed on 31 March 2023 to amend the Board Regulations to increase the maximum number of members of this Committee from six (6) to seven (7), in order to adequately address the workload and carry out the functions envisaged.

In terms of succession planning, a greater level of transparency has been provided on the process for establishing the Chairman and CEO Succession Plan, as well as greater detail regarding the process,

candidate "pool" and opportunities for exposure and visibility in relation to the Succession Plan of the members of the Management Committee.

Likewise, it has been consolidated as a good governance practice to establish at the beginning of the financial year the calendar and planning of the meetings of the different governing bodies and to monitor the annual planning, the monitoring of mandates and requests for information, as well as the monitoring of agreements and decisions adopted by the governing bodies. On the other hand, and in order to strengthen and enhance the knowledge of the Board of Directors as a whole, as well as the specific knowledge of the Committees, a training plan has been developed throughout the year dedicated to the analysis of various topics such as different business areas, economic-financial information, sustainability, digital currencies and digital euro, relevant aspects of regulation, innovation and cybersecurity, among others. In addition, Directors receive up-to-date information on economic and financial developments on a recurring basis.

Finally, in line with best corporate governance practices, two meetings of the Lead Independent Director were held without the presence of the executive directors.

Challenges for 2024

In 2023, a self-assessment exercise has been carried out internally as in the previous year, with the Board assisted by Korn Ferry's external consultant.

After carrying out this self-assessment exercise and examining the results obtained and its conclusions, also taking into account the activity reports of the Board Committees (the reports of all the Committees are published for the first time on the corporate website, as an exercise of greater transparency and good practice in the entity's corporate governance), the Board has concluded that, in general terms, its functioning and composition have been adequate for the exercise and performance of its functions, in particular for the correct management of the company that the governing body has carried out.

In short, the Board has favourably assessed the quality and efficiency of its functioning and that of its Committees during the 2023 financial year.

Likewise, in order to continue improving the quality and efficiency of the functioning of the Board and its Committees, it has been agreed to address and implement some specific recommendations during the 2024 financial year.

As regards the functioning of the Board, improvements will continue to be made not only in the IT tools and resources available, but also in the anticipation of documentation as well as in the presentation of issues, such as the provision of executive summaries, with the aim of being able to devote as much time as possible at Board meetings to discussion and decision-making. Similarly, it was agreed to increase attention to the monitoring of significant investments, as well as to deepen the monitoring of the Information Systems Strategic Plan in order to give greater support to the Innovation, Technology and Digital Transformation Committee. Likewise, in order to keep the Board permanently updated, it was agreed to continue to carry out training activities for Board members during the year on various subjects, such as geostrategy.

Finally, with regard to Board committees, the aim is to continue to improve performance of their important functions of assisting the Board, improving the knowledge of members, especially in those committees of a more technical nature.

Ownership

Share capital (A.1 + A.11 + A.14)

At the close of the financial year, the share capital of CaixaBank was 7,502,131,619 euros, represented by 7,502,131,619 shares each with a face value of 1 euro, belonging to a single class and series, with identical political and economic rights, and represented through 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 13 January 2023, CaixaBank's current share capital was registered in the Valencia Mercantile Registry as a result of the execution of the reduction of the Company's share capital agreed by the Board of Directors on 22 December 2022. The Company's By-laws do not contain the provision of shares with double loyalty voting.

As regards the issuance of securities not traded in a regulated EU market, thus, referring to non-participating or non-convertible securities, in 2021, CaixaBank performed

  • a non-preference ordinary bond issue for 200 million Swiss francs (ISIN CH1112011593), which has been admitted to trading in the SIX Swiss market,

  • in 2023, an issue of ordinary non-preferred bonds admitted to trading on the Irish unregulated market (GEM), for an amount of US\$1,250 million (ISIN US12803RAA23 / USE2428RAA35),

  • in 2023, an issue of ordinary non-preferred securities admitted to trading on the Irish unregulated market (GEM), for an amount of US\$1 billion (ISIN US12803RAB06 / USE2428RAB18), and

  • in 2023, an issue of ordinary non-preferred securities admitted to trading on the Irish unregulated market (GEM), in the amount of US\$1 billion (ISIN US12803RAC88 / USE2428RAC90).

Also, of the issues of securities admitted to trading outside a regulated market in the EU that were incorporated into CaixaBank as a result of the merger by absorption of Bankia, at 31 December 2023 an issue of ordinary bonds for EUR 7.9 million (ISIN XS0147547177), admitted to trading on the unregulated market in Luxembourg, was still current.

Shareholder structure

Share tranches Shareholders1 Shares % of share capital
from 1 to 500 276,577 51.686.920 0.69
from 501 to 1,000 107,214 77.240.760 1.03
From 1,001 to 5,000 163,283 355.756.385 4.74
from 5,001 to 50,000 41,777 471.634.488 6.29
from 50,001 to
100,000
867 58.549.525 0.78
more than 100,0002 595 6.487.263.541 86.47
Total 590,313 7.502.131.619 100

1 For shares held by investors trading through a custodian entity located outside of Spain, the custodian is considered to be the shareholder and appears as such in the corresponding book entry register.

2 Includes treasury shares.

Significant shareholders (A.2)

In accordance with the CNMV definition, significant shareholders are those who hold voting rights representing at least 3% of the total voting rights of the issuer (or 1% if the shareholder is a resident of a tax haven). According to the information provided by "la Caixa" Banking Foundation (and its subsidiary Criteria Caixa, S.A.U.) and by FROB (and its subsidiary BFA, Tenedora de Acciones, S.A.) as of 31 December 2023 and the latest public communication from BlackRock to the CNMV on 4 May 2023, its holdings are as follows:

% of voting rights attributed
to the shares
% of voting rights through
financial instruments
Name or
company name
of the holder
Direct Indirect Direct Indirect % total
voting
rights
Black
Rock, Inc.
0.000 4.448 0.000 0.546 4.994
"la Caixa"
Banking
Foundation
0.000 31.917 0.000 0.000 31.917
Criteria Caixa,
S.A.U.
31.917 0.000 0.000 0.000 31.917
FROB 0.000 17.320 0.000 0.000 17.320
BFA Tenedora de
Acciones, S.A.
17.320 0.000 0.000 0.000 17.320

Details of indirect holding

Details of direct and indirect owners of significant holdings at the end of the financial year, excluding directors with a significant shareholding:

Name or
corporate name
of the indirect
owner
Name or corporate
name of the direct
owner
% of voting
rights
attributed to
the shares
% of voting
rights
through
financial
% total
voting
rights
Black
Rock, Inc.
Other controlled
entities belonging to
the BlackRock, Inc
Group.
4.448 0.546 4.994
"la
Caixa" Banking
Foundation
Criteria
Caixa, S.A.U.
31.917 0.000 31.917
FROB BFA,
Tenedora de
Acciones, S.A.
17.320 0.000 17.320

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 share % subsequent
share
16/01/2023 BlackRock, Inc. 3.211 5.017
04/05/2023 BlackRock, Inc. 5.017 4.994

Shareholders' agreements (A.7 + A.4)

The Company is not aware of any concerted actions among its shareholders or shareholders' agreements, now 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 2023, the Board has the 5-year authorisation granted at the AGM of 22 May 2020 to proceed with the derivative acquisition of treasury shares, directly and indirectly through its subsidiaries, under the following terms:

  • The acquisition may be in the form of a trade, swap, dation in payment or any other form allowed by law, in one or more instalments, provided that the nominal amount of the shares acquired does not amount to more than 10% of the subscribed share capital when added to those already owned by the Company.

  • When the acquisition is burdensome, the price shall be the price of Company shares on the Continuous Market at 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 Code of Conduct in matters relating to the securities market, CaixaBank share transactions must always be for legitimate purposes, such as contributing to the liquidity and regularising the trading of CaixaBank shares. Under no circumstances may the transactions aim to hinder the free process of formation of market prices or favour certain shareholders of CaixaBank. In this regard, the Board of Directors set the criteria for intervention in treasury shares on the basis of a new alerts system to define the margin of discretion of the inside area when managing treasury shares.

Number of shares held indirectly (*) through:

Vida-Caixa, S.A. de Seguros y Reaseguros 281,192
Banco BPI, SA 425,609
Nuevo Micro Bank, S.A.U. 17,822
CaixaBank Payments & Consumer, E.F.C, E.P., S.A. 28,350
CaixaBank Wealth Management Luxembourg, S.A. 29,554
CaixaBank Facilities Management, S.A. 2,050
CaixaBank Operational Services, S.A.U. 2,626
Total 787,203

134.499.655

Number of shares held directly

1.80%

% of total share capital

787,203

Number of shares held indirectly (*)

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

Notwithstanding the foregoing and during the financial year 2023, CaixaBank approved and implemented a treasury share buyback programme (the "buyback programme" or the "Programme") in accordance with the milestones set out below:

On 28 July 2023, CaixaBank informed the market of its intention, subject to regulatory approval, to implement a share buy-back programme for EUR 500 million in order to distribute the CET1 surplus above 12%.

On 18 September 2023, following the relevant regulatory authorisation, CaixaBank announced that the Board of Directors had agreed to approve and initiate the "Buyback Programme" for a maximum amount of 500 million euros. The Buyback Programme has been carried out in accordance with Article 5 of Regulation (EU) No 596/2014 and Delegated Regulation (EU) 2016/1052 and has among others the following features:

  • Purpose of the Buyback Programme: to reduce CaixaBank's share capital by redeeming the treasury shares acquired under the buy-back programme, with the reduction in share capital to be submitted for approval at the Ordinary General Shareholders' Meeting in 2024.,

  • Maximum investment: the buy-back p'rogramme will have a maximum monetary amount of EUR 500 million.

  • Maximum number of shares: the maximum number of shares to be acquired in the execution of the Programme will depend on the average price at which the purchases take place and, added to the treasury shares held by CaixaBank at any given time, will not exceed 10% of the bank's share capital (750,213,161 shares).

  • Duration of the programme: The Programme shall have a maximum duration of 12 months from the date of the announcement. However, the Company reserves the right to terminate the Buy-back programme if the maximum monetary amount is reached beforehand or if circumstances so advise or require.

  • Execution of the Programme: BofA Securities Europe S.A. has been designated as the Programme Manager.

It is worth mentioning that on 3 January 2024 CaixaBank informed the market that the maximum investment foreseen in the Buy-back Programme had been reached, i.e. 500 million euros, which means the acquisition of a total of 129,404,256 treasury shares, representing 1.72% of the share capital.

All acquisitions under the Buy-back Programme have been carried out and reported on a regular basis in accordance with Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the "Market Abuse Regulation") and Commission Delegated Regulation (EU) 2016/1052 (the "Delegated Regulation"). As a result of the above, the Buy-back Programme had been completed.

As stated in the announcement of the start of the buy-back programme, the purpose of the programme was to reduce CaixaBank's share capital by redeeming the treasury shares acquired under the programme. To this end, the reduction of CaixaBank, S.A.'s share capital by 500 million euros, through the cancellation of the 129,404,256 treasury shares acquired, is to be submitted for approval at the Ordinary General Shareholders' Meeting in 2024. The approval and formalisation of the reduction of capital will be reported to the market in a timely manner.

On 2 February 2024, CaixaBank announced that it intends, subject to obtaining the relevant regulatory authorisation, to implement a new share buyback during the first half of 2024, with the aim of bringing the CET1 ratio to 12% by the end of 2023. Specific details of the share buy-back, including the maximum investment, will be disclosed once the regulatory approval is obtained.

Information on the acquisition and disposal of treasury shares held in treasury during the period is included in Note 25 "Equity" to the Consolidated Financial Statements.

Regulatory working capital (A.11)

The CNMV defines "estimated working capital" as the part of share capital that is not in the possession of significant shareholders (according to information in previous section A.2) or members of the board of directors or that the company does not hold in treasury shares.

Available working capital

In order to specify the number of shares available for the public, a definition of "available working capital" is used that takes into account the issued shares minus the shares held in the treasury, shares owned by members of the Board of Directors and shares held by "la Caixa" Bankia Foundation and the FROB, and it differs from the regulatory calculation.

> GEOGRAPHICAL DISTRIBUTION OF INSTITUTIONAL INVESTORS

Authorisation to increase capital (A.1)

At 31 December 2023, the Board holds the authorisation granted by the AGM on 22 May 2020 until May 2025 to increase capital on one or more occasions up to the maximum nominal amount of 2,991 million euros (50% of the share capital at the date of the proposal on 22 May 2020), under such terms as it deems appropriate. This authorisation may be used for the issue of new shares, with or without premium and with or without voting rights, for cash payments.

The Board is authorised to waive, in full or in part, the pre-emptive rights, in which case the capital increases will be limited, in general, to a total maximum amount of 1,196 million euros (20% of the share capital at the date of the proposal on 16 April 2020). 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. As a result of the authorisation granted by the AGM in May 2021, the Board is authorised to waive the pre-emptive rights without being subject to the aforementioned limit of 1,196 million euros if it decides to issue convertible securities for the purpose of meeting certain regulatory requirements. Along these lines, as of 3 May 2021, the Corporate Enterprises Act includes as a general obligation the 20% limitation for the exclusion of pre-emptive subscription rights in capital increases, as well as in the case of credit institutions the possibility of not applying this 20% (and only the general limit of 50%) to convertible bond issues made by credit institutions, provided that such issues comply with the requirements under Regulation (EU) 575/2013.

At the last General Shareholders' Meeting held on 8 April 2022, the reports of the Board of Directors and BDO Auditores S.L.P. were communicated and made available to the shareholders. (independent expert appointed by the Commercial Registry of Valencia) were communicated and made available to the shareholders for the purposes of the provisions of article 511 of Royal Legislative Decree 1/2010, of 2 July, regarding the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding the pre-emptive subscription right. This issue was approved by the Board of Directors on 29 July 2021 under the delegation of powers granted in its favour by the Ordinary General Shareholders' Meeting of 14 May 2021, the final terms being set on 2 September 2021, as published in a privileged information communication of the same date.

In addition, on 16 February 2023, the Board of Directors approved the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding pre-emptive subscription rights, the definitive terms being fixed on 1 March 2023, as published in a communication from OIR on the same date.

CaixaBank holds the following bonds, as preference shares (Additional Tier 1) that may be convertible into new issue shares under certain terms and conditions without pre-emptive rights:

> BREAKDOWN OF PREFERENCE SHARE ISSUES1

€ millions

Amount to be amortised
Issue date Maturities Nominal amount Nominal interest rate2 31-12-2023 31-12-2022
June 2017 1,3 Perpetual 1,000 6.750% 1,000 1,000
March 20181 Perpetual 1,250 5.250% 1,250 1,250
September 2018 Perpetual 500 6.375% 0 500
October 20201 Perpetual 750 5.875% 750 750
September 20211 Perpetual 750 3.625% 750 750
March 20231 Perpetual 750 8.250% 750 0
PREFERENCE SHARES 4,500 4,250
Own securities purchased 0 0
Total 4,500 4,250

1 They are perpetual additional tier 1 capital instruments, notwithstanding which they may be redeemed (partially or fully) in certain circumstances at CaixaBank's option (once at least five years have elapsed since their issue date according to the particular conditions of each one of them, and with the prior consent of the competent authority) and, in any case, they will be converted into newly issued ordinary shares of CaixaBank if CaixaBank 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 2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms ("CRR"), of less than 5.125%. The conversion price of the preference shares shall be the highest of (i) the volume-weighted daily average price of CaixaBank's shares in the five trading days prior to the day the corresponding conversion is announced, (ii) the minimum conversion price specified for each issue, and (iii) the par value of CaixaBank's shares at the time of conversion.

2 Payable quarterly.

3 From this issue, a total of 605 million euros of nominal value was repurchased in January 2024 and subsequently redeemed. This buy-back was combined with an issuance on 16 January 2024 of preferential shares eventually convertible into newly-issue shares that qualify as Additional Tier 1 (AT1) capital for €750 million. The remuneration, which is discretionary and subject to certain conditions, was set at 7.5% per annum, payable quarterly.

Performance of stocks (A.1)

CaixaBank's share price closed 2023 at €3.726 per share, representing a revaluation +1.5% in the year.

Overall, 2023 leaves a very positive balance on the stock markets, with most of the world's exchanges closing with gains and with the Chinese indices as the main - and almost exclusive - exception. Thus, the Ibex 35 and the Eurostoxx 50 advanced by +22.8% and +19.2% over the year, respectively, while the benchmark banking stocks performed even better than the general aggregates (+27.8% Ibex 35 Banks and +23.5% Eurostoxx Banks).

The year was marked by the sluggishness of the European economy and the resilience of the North American economy in a complex geopolitical context, with the prolongation of the war in Ukraine and the outbreak of new conflicts in the Middle East, as well as the decline in inflation rates throughout the year. The banking crises in the USA and Switzerland in the early stages of the year were contained and had a limited impact.

Following the sharp interest rate hikes, the main central banks ended 2023 by keeping interest rates stable and reorienting their monetary policy towards a strategy of maintaining them at sufficiently restrictive levels for a good period of time. In this context, and despite statements by various Fed and ECB officials seeking to contain expectations of rate cuts, there was a change of narrative in the financial markets, with renewed risk appetite and revaluations in both equities and bonds, spurred by good inflation data in both the US and Europe, a greater probability of a soft landing for the US economy, and the expectation of an earlier start to rate cuts.

> CAIXABANK SHARE PERFORMANCE

(WITH RESPECT TO SPANISH AND EUROPEAN BENCHMARK INDEXES) (year-end 2022 BASE 100 and annual variations in %)

Action December 2023 December 2022 Change
Share price (€/share) 3.726 3.672 0.054
Market capitalisation 27,450 25,870 1,580
Book value per share (€/share) 4.93 4.57 0.36
Tangible book value per share (€/share) 4.20 3.82 0.38
Net profit attrib. per share excl. merger impacts (€/share) (12 months) 0.64 0.37 0.27
PER (Price/Profit; multiple) 5.78 9.95 -
4,17
P/TBV tangible (Share price divided by tangible book value) 0.89 0.96 -
0,07

1 The financial information published for 2022 has been restated as per IFRS 17 / IFRS 9.

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)

No changes to CaixaBank's Articles of Association were approved in 2023.

The Company's By-laws do not contain the provision of shares with double loyalty voting. In addition, there are no statutory restrictions on the transfer of shares, other than those established by law. (A.1 and A.12)

CaixaBank has not adopted any neutralisation measures (according to the definitions in the Securities Market Law) in the event of a takeover bid. (A.13)

On the other hand, there are legal provisions2 that regulate the acquisition of significant shareholdings in credit institutions as banking is a regulated sector (the acquisition of shareholdings or significant influence is subject to regulatory approval or non-objection) without prejudice to those related to the obligation to formulate a public takeover bid for the shares to acquire control and for other similar operations.

Regarding the rules applicable to amendments to the Articles of Association, as well as the rules for shareholders' rights to amend them, CaixaBank's rules and regulations largely include the provisions of the

Capital Companies Act. Likewise, as a credit institution, the amendment of the Articles of Association is subject to the authorisation and registration procedure established in Royal Decree 84/2015, of 13 February, which implements Law 10/2014, of 26 June, on the regulation, supervision and solvency of credit institutions. It should be mentioned that, in accordance with the regime envisaged in this rule, certain modifications (the change of registered office within the national territory, the increase of share capital or the textual incorporation of mandatory or prohibitive legal or regulatory precepts, or to comply with judicial or administrative resolutions, as well as those that the Banco de España has considered of little relevance in response to prior consultation) are not subject to the authorisation procedure, although they must in any case be notified to the Banco de España for registration in the Register of Credit Institutions. (B.3)

In relation to the right to information, the Company acts under the general principles of transparency and non-discrimination contained in current legislation and set out in internal regulations, especially in the Policy on communication and contact with shareholders, institutional investors and proxy shareholders, which is available on the corporate website. With regard to inside information, in general, this is made public immediately through the CNMV website and the corporate website, as well as any other channel deemed appropriate. Notwithstanding the foregoing, the Company's Investor Relations area carries out information and liaison activities with different stakeholders, always in accordance with the principles of the aforementioned Policy.

1 Registration of ownership of shares in the relevant book-entry ledger, at least 5 days in advance of the date on which the General Meeting is to be held and ownership of at least 1,000 shares, individually or in a group with other shareholders. 2 Regulation (EU) 1024/2013 of the Council, of 15 October 2013, conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions; Securities Market Law; and Act 10/2014, of 26 June, on the organisation, supervision and solvency of credit institutions (art. 16 to 23) and Royal Decree 84/2015, of 13 February, which implements it.

Management and Administration of the Company

At CaixaBank, the management and control functions in the Company are distributed among the Annual General Meeting, the Board of Directors, and its committees:

Annual General Meeting

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

Accordingly, in order to facilitate the participation of shareholders in the General Shareholders' Meeting and the exercise of their rights, the Board will adopt such measures as appropriate so that the AGM may effectively perform its duties.

> ATTENDANCE AT GENERAL MEETINGS (B.4)

Distance voting
Date of general meeting Physically present Present by proxy Electronic means Other Total
14/05/20212 46.18% 26.94% 1.24% 1.07% 75.43%
Of which: Public float1 0.01% 23.96% 1.24% 1.07% 26.28%
8/04/20223 46.87% 28.62% 0.25% 0.40% 76.14%
Of which: Public float1 0.70% 22.51% 0.25% 0.40% 23.86%
31/03/20234 49.61% 25.22% 0.91% 0.82% 76.56%
Of which: Public float1 0.02% 20.82% 0.91% 0.82% 22.57%

1 Approximate information given that significant foreign shareholders hold their stakes through nominees.

2 The General Shareholders' Meeting of May 2021 was held in hybrid format (in person and electronically) and therefore figure for physical attendance corresponds to both in-person and remote participation by shareholders.

3 The General Shareholders' Meeting of April 2022 was held in hybrid format (in person and electronically) and therefore figure for physical attendance corresponds to both in-person and remote participation by shareholders.

4 The General Shareholders' Meeting of April 2023 was held in hybrid format (in person and electronically) and therefore figure for physical attendance corresponds to both in-person and remote participation by shareholders.

At the General Shareholders' Meeting in March 2023 all items on the agenda were approved (B.5):

> GENERAL SHAREHOLDERS' MEETING OF 31 MARCH 2023

76.56% of quorum 92.03%

→ of total share capital → average approval

Resolutions of the General Shareholders' Meeting 31/03/2023 % votes issued in favour % votes in favour out of
1 Individual and consolidated annual financial statements for 2022 and the respective management reports 99.86% 76.45%
2 Status of the consolidated non-financial statement for 2022 99.90% 76.49%
3 Management of the Board of Directors in 2022 99.79% 76.40%
4 Approval for the application of the 2022 financial results 99.85% 76.45%
5 Re-election of CaixaBank and consolidated group auditors for 2024 99.79% 76.40%
6.1 Re-election of the director Gonzalo Gortázar Rotaeche 99.44% 76.13%
6.2 Re-election of the director Cristina Garmendia Mendizábal 99.50% 76.18%
6.3 Re-election of the director María Amparo Moraleda Martínez 99.17% 75.93%
6.4 Appointment as Director of Peter Löscher 99.66% 76.30%
7 Modification of the remuneration policy of the Board of Directors 76.03% 58.21%
8 Setting of the Directors' remuneration 76.91% 58.88%
9 Issue of shares to executive directors as payment of the variable components of their remuneration 77.05% 58.99%
10 Maximum level of variable remuneration for employees whose professional activities have a significant impact on the risk profile 77.01% 58.93%
11 Authorisation and delegation of powers to interpret, rectify, supplement, execute, implement, convert to public instruments and register
the resolutions
99.91% 76.49%
12 Advisory vote on the Annual Report on Remuneration of the members of the Board for the 2022 financial year 76.63% 58.67%
Average 92.03%

AGM date 31 March 2023. For further information about the results of the votes, go to:

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionistasinversores/Gobierno_Corporativo/JGA/2023/Quorum_CAST_2023.pdf

There are no differences between the minimum quorum requirements for the constitution of the General Shareholder's Meeting, nor with respect to the regime for adopting corporate resolutions established by the Corporate Enterprises Act for General Shareholders' Meetings and those set by CaixaBank. (B.1, B.2).

It has not been established that the decisions that entail an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions (other than those established by law) must be subject to the approval of the AGM. However, the Regulations of the General Meeting establishes that the AGM shall have the remit prescribed by applicable law and regulations at the Company. (B.7) .

The corporate governance information is available on the corporate website of CaixaBank (www.caixabank.com) under "Shareholders and Investors – Corporate governance and remuneration policy"¹, including specific information on the general shareholders' meetings"². Also, when an AGM is announced, a banner appears on the CaixaBank homepage with a direct link to the information regarding 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

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 Articles of Association is 22 and 12, respectively.(C.1.1)

The General Shareholders' Meeting of 22 May 2020 adopted the agreement to set the number of Board members at 15.

At CaixaBank, the Chairman and CEO have different yet complementary roles. There is a clear division of responsibilities between each position. The Chairman is the Company's senior representative, performs the functions assigned by the By-laws and current regulations, and coordinates together with the Board of Directors, the functioning of the Committees for a better performance of the supervisory function. Furthermore, since 2021, the Chairman carries out these functions together with certain executive functions within the scope of the Board's Secretariat, External Communications, Institutional Relations and Internal Audit (notwithstanding this area reporting to the Audit and Control Committee). The Board has appointed a CEO, the main executive director of the Company who is responsible for the day-to-day management under the supervision of the Board. There is also a

delegated committee, the Executive Committee, which has executive functions (excluding those that cannot be delegated). It reports to the Board of Directors and meets on a more regular basis.

There is also a Lead Independent Director appointed from among the independent directors who, in addition to leading the periodic assessment of the Chairman, also chairs the Board in the absence of the Chairman and the Deputy Chairman, in addition to other assigned duties.

The directors meet the requirements of honourability, experience and good governance in accordance with the applicable law at all times, considering, furthermore, recommendations and proposals for the composition of administrative bodies and profile of directors issued by authorities and national or community experts.

As at 31 December 2023, the Board of Directors was composed of 15 members (without taking into account the vacancy), with two CEO and 13 external directors (nine independent, three proprietary and one other external).

In terms of independent directors, these make up 60% of the CaixaBank Board of Directors, which is well in line with the current provisions of Recommendation 17 of the Code of Good Governance for Listed Companies in companies that have one shareholder who controls more than 30% of the share capital.

The Board also has two executive directors (the Chairman of the Board and the CEO), an external director, as well as three proprietary directors, two of which are proposed by the FBLC and CriteriaCaixa and one by 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 OF DIRECTORS AT END OF 2023 CATEGORY

> MEMBERS OF THE BOARD OF DIRECTORS OF CAIXABANK

> DIRECTORS IN EACH CATEGORY, AS AT 31 DECEMBER >TIME IN ROLE AS AT 31 DECEMBER

Details of the Company's directors at year-end 2023 are set out below: (C.1.2)

José Ignacio
Goirigolzarri
Tomás
Muniesa
Gonzalo
Gortázar1
Eduardo
Javier Sanchiz
Joaquín
Ayuso
Francisco
Javier Campo
Eva Castillo Fernando María Ulrich Verónica
Fisas
Cristina
Garmendia
Peter
Löscher
M. Amparo
Moraleda
Teresa
Santero
José Serna Koro Usarraga
Director
category
Executive Proprietary Executive Independent Independent Independent Independent Other External2 Independent Independent Independent Independent Proprietary Proprietary Independent
Position on the
Board
Chairman Deputy
Chairman
CEO Lead
Independent
Director
Director Director Director Director Director Director Director Director Director Director Director
Date of first
appointment
03/12/2020 01/01/2018 30/06/2014 21/09/2017 03/12/2020 03/12/2020 03/12/2020 03/12/2020 25/02/2016 05/04/2019 31/03/2023 24/04/2014 03/12/2020 30/06/2016 30/06/2016
Date of last
appointment
03/12/2020 08/04/2022 31/03/2023 08/04/2022 03/12/2020 03/12/2020 03/12/2020 03/12/2020 22/05/2020 31/03/2023 31/03/2023 31/03/2023 03/12/2020 14/05/2021 14/05/2021
Election
procedure
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
AGM
resolution
Year of birth 1954 1952 1965 1956 1955 1955 1962 1952 1964 1962 1957 1964 1959 1942 1957
Mandate end
date
03/12/2024 08/04/2026 31/03/2027 08/04/2026 03/12/2024 03/12/2024 03/12/2024 03/12/2024 22/05/2024 31/03/2027 31/03/2027 31/03/2027 03/12/2024 14/05/2025 14/05/2025
Nationality Spanish Spanish Spanish Spanish Spanish Spanish Spanish Portuguese Spanish Spanish Austrian Spanish Spanish Spanish Spanish

1 It has been delegated all powers delegable by law and the By-laws, without prejudice to the limitations established in the Regulations of the Board, which apply at all times for internal purposes. (C.1.9) 2 Fernando Maria Ulrich was classified as another external director, neither proprietary nor independent, in accordance with the provisions of section 2 of article 529 duodecies of the Corporate Enterprises Act and article 19.5 of the Regulations of the Board of Directors. He has been the Non-Executive Chairman of Banco BPI, S.A. since 2017.

List any independent Directors who receive from the company or group any amount or payment other than standard Director remuneration or who maintain or have maintained during the last year a business relationship with the company or any group company, either in their own name or as a significant shareholder, director or senior manager of an entity which maintains or has maintained the said relationship. (C.1.3)

The Company has not appointed any Proprietary Directors upon the request of shareholders who hold less than 3% of the share capital. (C.1.8)

The General Secretary and Secretary to the Board of Directors, Óscar Calderón, is not a director. (C.1.29)

During the 2023 financial year, John S. Reed stepped down as a member of the Board, as his renewal was not considered, due to the proximity of the completion of 12 years as an independent director. (C.1.2)

> SHARES HELD BY BOARD (A.3)

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
Of the total number of voting rights attributed
to the shares, specify, where applicable, the
additional votes corresponding to the shares
with a loyalty vote
Name Direct Indirect Direct Indirect Direct Indirect Direct Indirect Direct Indirect
José Ignacio
Goirigolzarri
263,983 0 0.004% 0% 172,285 0 0.002% 0.000% 436,268 0.006% 0 0
Tomás Muniesa 299,015 0 0.004% 0% 8,247 0 0.000% 0.000% 307,262 0.004% 0 0
Gonzalo
Gortázar
828,756 0 0.011% 0% 381,740 0 0.005% 0.000% 1.210.496 0.016% 0 0
Eduardo Javier
Sanchiz
8,700 0 0.000% 0% 0 0 0.000% 0.000% 8,700 0.000% 0 0
Joaquín Ayuso 37,657 0 0.001% 0% 0 0 0.000% 0.000% 37,657 0.001% 0 0
Francisco Javier
Campo
34,440 0 0.000% 0% 0 0 0.000% 0.000% 34,440 0.000% 0 0
Eva Castillo 19,673 0 0.000% 0% 0 0 0.000% 0.000% 19,673 0.000% 0 0
Fernando María
Ulrich
0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Veronica Fisas 0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Cristina
Garmendia
0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Peter Löscher 0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Maria Amparo
Moraleda
0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
Teresa Santero 0 0 0.000% 0% 0 0 0.000% 0.000% 0 0.000% 0 0
José Serna (*) 6,609 10,463 0.000% 0% 0 0 0.000% 0.000% 17,072 0.000% 0 0
Koro Usarraga 7,175 0 0.000% 0% 0 0 0.000% 0.000% 7,175 0.000% 0 0
TOTAL 1,506,008 10,463 0.020% 0% 562,272 0 0.007% 0.000% 2.078.743 0.028% 0 0

(*) Indirect shares held by María Soledad García Conde Angoso.

Note: The information on the number of voting rights through financial instruments provided in this section refers to the maximum number of shares pending receipt as a result of long-term incentive plans and bonuses from previous years whose settlement is deferred in compliance with applicable regulations. Therefore, the information provided in this column of the table does not refer specifically to financial instruments that give the right to acquire shares, but to shares held by CaixaBank that are intended for settlement of these plans with the relevant adjustments at the time of delivery to the relevant Board members. It is at the time of liquidation of these plans that each beneficiary will notify the market of the acquisition of the shares whose voting rights become their own.

0.03%1

Act Actual calculated1

decimal places (0.028%).

49.24% Significant shareholders represented on the Board

→ total voting rights held by the Board

+ total voting rights of significant shareholders

represented on the Board

→ "la Caixa" Banking Foundation (criteria Caixa) 31.92%

→ FROB (BFA HOLDING COMPANY) 17.32%

dsstu al

lated % with

49.27%

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

reasons in the Statistical Annex of the CNMV, the % shareholding of the Board Acsd Real % not calculated, not addition of previous %

% without adding previous %

without adding previous %

is 0.03% because it does not allow three

For formatting

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

>CVs OF THE DIRECTORS (C.1.3)

JOSÉ IGNACIO GOIRIGOLZARRI

Executive Chairman

Education

He holds a degree in Economics and Business Science from the University of Deusto.

He holds a diploma in Finance and Strategic Planning from the University of Leeds (UK).

Career

Lecturer at the Commercial University of Deusto, in the Strategic Planning Area (1977-1979).

He joined Banco de Bilbao and in 1994 became a member of BBV's Management Committee, responsible for Commercial Banking in Spain and Latin American operations. In 2001 he was appointed BBVA Group CEO, a position he held until October 2009.

In May 2012, he was elected Chairman of Bankia and its parent company, BFA, serving as such until March 2021, when Bankia merged with CaixaBank. He is currently appointed Executive Chairman of CaixaBank.

He has been Director and Vice-Chairman of Telefónica and Repsol, as well as Chairman of the Spain-USA Foundation, Director of BBVA Bancomer in Mexico and Director of Citic Bank in China.

Other positions currently held

He is currently Chairman of CaixaBank, Vice-Chairman of CECA, Chairman of FEDEA, Vice-Chairman of COTEC, Vice-Chairman of Fundación FAD, Chairman of Deusto Business School, Chairman of CaixaBank Dualiza and Chairman of Fundación Garum.

TOMÁS MUNIESA

Proprietary Deputy Chairman

Education

He holds a degree in Business Science and a master's in Business Administration from the ESADE Business School.

Career

He joined "la Caixa" in 1976, and was appointed Deputy General Manager in 1992. In 2011, he was appointed General Manager of CaixaBank's Insurance and Asset Management Group, where he remained until November 2018. He was Deputy Chairman and CEO of VidaCaixa (1997-2018). Previously, he served as the Chairman of MEFF, Deputy Chairman of BME, Second Deputy Chairman of UNESPA, Director and Chairman of the Audit Commission of the Insurance Compensation Consortium, Director of Vithas Sanidad and Substitute Board Member of Inbursa.

Other positions currently held

Deputy Chairman of VidaCaixa and SegurCaixa Adeslas, as well as member of the Board of Trustees of ESADE Foundation and Board Member of Allianz Portugal.

GONZALO GORTÁZAR

CEO

Education

He holds a degree in Law and Business from Universidad Pontificia de Comillas (ICADE) and an MBA from the INSEAD Business School.

Career

Prior to his appointment as CEO in 2014, he was the Chief Financial Officer at CaixaBank and CEO of Criteria CaixaCorp (2009-2011). He previously held various positions in the investment banking division of Morgan Stanley, as well as a number roles in corporate and investment banking in Bank of America. He was also Chairman of VidaCaixa, First Vice-Chairman at Repsol, Board Member of Inbursa, Erste Bank, SegurCaixa Adeslas, Abertis, Port Aventura and Saba.

Other positions currently held

Chairman of CaixaBank Payments & Consumer and Director of Banco BPI.

EDUARDO JAVIER SANCHIZ

Lead Independent Director

Education

He holds a degree in Economics and Business Science from the University of Deusto and a master's in Business Administration from the IE.

Career

Former CEO of Almirall (July 2011-September 2017). He was previously Executive Director of Corporate Development and Finance and CFO. He has been a member of the Board of Directors since 2005 and of the Dermatology Committee since 2015.

He also worked in various positions at Eli Lilly & Co, the American pharmaceutical company. Some of his significant positions include General Manager in Belgium, General Manager in Mexico and Executive Officer in the Business Division covering central, northern and eastern European countries.

He was a member of the American Chamber of Commerce in Mexico and of the Association of Pharmaceutical Industries in a number of countries in Europe and Latin America.

Other positions currently held

He is a member of the Board of Directors of the French pharmaceutical company Pierre Fabre, S.A. and a member of its Strategy Committee and its Audit Committee. He is also a member of the Board of Sabadell-Asabys Health Innovation Investments 2B S.C.R., S.A.

JOAQUÍN AYUSO

Independent Director

Education

A graduate in Civil Engineering from the Polytechnic University of Madrid.

Career

He is currently Chairman of Adriano Care Socimi, S.A.

He was previously a member of the Board of Directors of Bankia.

He has pursued his professional career in Ferrovial, S.A., where he was CEO and Vice-Chairman of its Board of Directors. He has been a Director of National Express Group, PLC. and of Hispania Activos Inmobiliarios and Chairman of Autopista del Sol Concesionaria Española.

Other positions currently held

He is a member of the Advisory Board of the Benjamin Franklin Institute of the University of Alcalá de Henares and the Advisory Board of Kearney. He is also Chairman of the Board of Directors of the Real Sociedad Hípica Española Club de Campo.

FRANCISCO JAVIER CAMPO

Independent Director

Education

He has a degree in Industrial Engineering from the Polytechnic University of Madrid.

Career

He is currently a member of the Board of Directors of Meliá Hotels International, S.A., and Chairman of AECOC.

He began his career at Arthur Andersen and served as global chairman of the Dia Group, member of the Global Executive Committee of the Carrefour Group, and Chairman of the Zena Group and the Cortefiel Group. He was previously a member of the Board of Directors of Bankia.

Other positions currently held

He is a member of the Advisory Board (senior advisor) of AT Kearney, of Grupo de Alimentación Palacios, of IPA Capital, S.L. (Pastas Gallo) and of Importaco, S.A.

He is a Director of the Spanish Association for the Advancement of Leadership (APD) and Trustee of the CaixaBank Dualiza Foundation, the F. Campo Foundation and the Iter Foundation. He is a member of merit of the Carlos III Foundation.

He was awarded the National Order of Merit of the French Republic in 2007.

EVA CASTILLO

Independent Director

Education

She holds a degree in Law and Business from Comillas Pontifical University (E-3) in Madrid.

Career

She was a member of the Board of Directors of Bankia, S.A.

She was an independent director of Zardoya Otis, S.A. She was also a director of Telefónica, S.A. and Chairman of the Supervisory Board of Telefónica Deutschland, AG, as well as a member of the Board of Trustees of Fundación Telefónica. Previously, she was an Independent Director of Visa Europe Limited and Director of old Mutual, PLC.

She was the Chairwoman and CEO of Telefónica Europe.

and of Merrill Lynch Capital Markets España, Chairwoman and CEO of Merrill Lynch Wealth Management for EMEA, and a member of the Executive Committee of Merrill Lynch International for EMEA.

Other positions currently held

She is currently an independent director of International Consolidated Airlines Group, S.A. (IAG), and a member of the Audit and Compliance Committee and of the Remuneration Committee.

She is also a member of the Board of Trustees of the Comillas-ICAI Foundation and the Board of Trustees of the Entreculturas Foundation. Recently, she has become a member of the Council for the Economy of the Holy See and a member of the A.I.E Advantere School of Management.

FERNANDO MARÍA ULRICH

Other External Director

Education

He studied Economics and Business at the School of Economics and Management of the University of Lisbon.

Career

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

He has also been the Non-Executive Chairman of BFA (Angola) (2005-2017); a Member of the APB (Portuguese Association of Banks) Board of Directors (2004-2019); Chairman of the General and Supervisory Board of the University of Algarve, Faro (Portugal) (2009-2013); Non-Executive Director of SEMAPA, (2006-2008); Non-Executive Director of Portugal Telecom (1998-2005); Non-Executive Director of Allianz Portugal (1999-2004); Non-Executive Director of PT Multimedia (2002-2004); Member of the Advisory Board of CIP, Portuguese industrial confederation (2002-2004); Non-Executive Director of IMPRESA, and of SIC, a Portuguese media conglomerate (2000-2003); Vice-Chairman of the Board of Directors of BPI SGPS, S.A. (1995-1999); Vice-Chairman of Banco de Fomento & Exterior, S.A. and Banco Borges & Irmão (1996-1998); a Member of the Advisory Board for the Treasury Reform (1990/1992); a Member of the National Board of the Portuguese Securities Market Committee (1992- 1995); Executive Director of Banco Fonsecas & Burnay (1991-1996); Vice-Chairman of the Banco Portugués de Investimento (1989-2007); Executive Director of the Banco Portugués de Investimento (1985-1989); Assistant Manager of the Sociedade Portuguesa de Investimentos (SPI) (1983-1985); Chief of Cabinet of the Ministry of Finance of the Government of Portugal (1981-1983); Member of the

Secretariat for Economic Cooperation of the Portuguese Ministry of Foreign Affairs (1979-1980), and Member of the Portuguese delegation to the OECD (1975-1979). Responsible for the financial markets section of the newspaper Expresso (1973- 1974).

Other positions currently held

Non-executive Chairman of Banco BPI, a subsidiary of the CaixaBank Group.

MARÍA VERÓNICA FISAS

Independent Director

Education

She holds a degree in Law and a master's degree in Business Administration from EAE Business School.

Career

In 2001, as the CEO of the United States subsidiary of Natura Bissé, she was responsible for the expansion and consolidation of the business, and obtained outstanding results in product distribution and brand positioning.

In 2009, she joined the Board of Directors of Stanpa, Asociación Nacional de Perfumería y Cosmética, becoming Chair of Stanpa in 2019 and, also Chair of Fundación Stanpa.

Other positions currently held

She has been the CEO of Natura Bissé and General Director of the Natura Bissé Group since 2007. Since 2008, she is also a trustee of the Fundación Ricardo Fisas Natura Bissé.

CRISTINA GARMENDIA

Independent Director

Education

She holds a degree in Biological Sciences, specialising in Genetics, a PhD in Molecular Biology from the Severo Ochoa Molecular Biology Centre of the Autonomous University of Madrid, and an MBA from the IESE Business School of the University of Navarra.

Career

She has been Executive Deputy Chair and Financial Director of the Amasua Group. Member of the governing bodies of, among others, Genetrix, S.L. (Executive Chairwoman), Sygnis AG (Chairwoman of the Supervisory Board), Satlantis Microsats (Chairwoman), Science & Innovation Link Office, S.L. (Director), and Independent Director of NTT DATA (previously EVERIS), Naturgy Energy Group, S.A., Corporación Financiera Alba, Pelayo Mutua de Seguros.

She was Minister of Science and Innovation of the Spanish Government during the IX Legislature from April 2008 to December 2011 and Chairwoman of the Association of Biotechnology Companies (ASEBIO) and member of the Board of Directors of the Spanish Confederation of Business Organisations (CEOE).

Other positions currently held

She is a director of the board of Ysios Capital and an independent director of Compañía de Distribución Integral Logista Holdings, S.A. and Mediaset.

She is Chairwoman of the COTEC Foundation and as such is a member of the Board of Trustees of the Pelayo, España Constitucional, SEPI Foundations and a member of the Advisory Board of the Spanish Association Against Cancer, Women for Africa Foundation, UNICEF, Spanish Committee, as well as a member of the Advisory Board of Integrated Service Solutions, S.L. and S2 Grupo de Innovación en Procesos Organizativos, S.L.U., among others.

PETER LÖSCHER

Independent Director

Education

He studied Economics and Finance at the University of Vienna and Business Administration at the Chinese University of Hong Kong. He obtained a Master's in Business Administration and Management from the University of Vienna, and completed the Advanced Administration Program at Harvard Business School.

Career

He previously held the post of Chairman of the Board of Directors of Sulzer AG (Switzerland) and Chairman of the Supervisory Board of OMV AG (Austria). He was CEO of Renova Management AG (2014-2016) and Chairman and CEO of Siemens AG (2007-2013). He was also Chairman of Global Human Health and a member of the Executive Board of Merck & Co., Inc. (USA), Chairman and CEO of GE Healthcare BioSciences, and member of the General Electric Executive Board (USA), Operations Director and member of the Amersham Plc Board (United Kingdom). He held leading positions in Aventis (Japan) and Hoechst (Germany and the United Kingdom).

He served as Chairman of the Board of Directors of the Siemens Foundation and is an emeritus member of the Advisory Board of the Singapore Economic Development Board; He is also a member of the International Advisory Board of Bocconi University. He is Honorary Professor at Tongji University (Shanghai), holds an Honorary Doctorate in Engineering from Michigan State University, and an Honorary Doctorate from the Slovak Engineering University in Bratislava. He holds the Grand Gold Decoration of Honour of the Republic of Austria and is a Knight Commander of the Order of Civil Merit of Spain.

Other positions currently held

He is currently an independent non-executive Director of Telefonica, S.A. (Spain) and Chairman of the Supervisory Board of Telefónica Deutschland Holding AG (Germany); Member of the Supervisory Board of Royal Philips (Netherlands), non-executive Director of Thyssen-Bornemisza Group AG (Switzerland), and non-executive member of the Board of Directors of Doha Venture Capital LLC (Qatar).

MARÍA AMPARO MORALEDA

Independent Director

Education

Industrial Engineering from the ICAI and MBA from the IESE Business School.

Career

Between 2012 and 2017, she was a member of the Board of Directors of Faurecia, S.A. and member of the Advisory Board of KPMG España (since 2012), and between 2013 and 2021, she was on the Board of Directors of Solvay, S.A.

Between January 2009 and February 2012, she was Chief Operating Officer of Iberdrola SA's International Division with responsibility for the United Kingdom and the United States. She also headed Iberdrola Engineering and Construction from January 2009 to January 2011.

She was Executive Chairman of IBM Spain and Portugal between July 2001 and January 2009, responsible for Greece, Israel and Turkey from July 2005 to January 2009. Between June 2000 and 2001, she was assistant executive to the President of IBM Corporation. From 1998 to 2000, she was General Manager at INSA (a subsidiary of IBM Global Services). From 1995 to 1997, she was Head of HR for EMEA at IBM Global Services and from 1988 to 1995 she held various offices and management positions at IBM España.

Other positions currently held

She is an independent director at several companies: Airbus Group, S.E. (since 2015) Vodafone Group (since 2017) and A.P. Møller-Mærsk A/S A.P. (since 2021).

She is also a member of the Advisory Board of the following companies: SAP Ibérica (since 2013), Spencer Stuart (since 2017), Kearney (since 2022) and ISS España.

She is also a member of various boards and trusts of different institutions and bodies, including the Royal Academy of Economic and Financial Sciences, the Academy of Social and Environmental Sciences of Andalusia, the Board of Trustees of MD Anderson International Spain, the Vodafone Foundation, the Airbus Foundation and the Curarte Foundation.

TERESA SANTERO

Proprietary Director

Education

She holds a degree in Business Administration from the University of Zaragoza and a doctorate in Economics from the University of Illinois Chicago (USA).

Career

Previously, she held positions of responsibility in both the central government administration and the autonomous government. She previously worked for 10 years as an economist at the Economics Department of the OECD in Paris. She has been a visiting lecturer at the Economics Department of the Complutense University in Madrid and associate professor and research aide at the University of Illinois Chicago (USA).

She has been a member of several Boards of Directors, independent member of the General Council of the Instituto de Crédito Oficial, ICO (2018- 2020), and of Navantia (2010-2011), a member of the Executive Committee and of the Board of the Consorcio de la Zona Franca de Barcelona (2008- 2011), Director of the Instituto Tecnológico de Aragón (2004-2007), and a member of the Board of the Sociedad Estatal de Participaciones Industriales (SEPI) in the period 2008-2011. She has also been a Trust member of various foundations: the Zaragoza Logistics Center, ZLC Foundation (2005-2007), the Foundation for the Development of Hydrogen Technologies (2005-2007), and the Observatory of Prospective Industrial Technology Foresight Foundation (2008-2011).

Other positions currently held

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

JOSÉ SERNA

Proprietary Director

Education

He holds a degree in Law from Complutense University of Madrid.

State Lawyer (on leave) and Notary (until 2013).

Career

In 1971, he joined the State Lawyer Corps until his leave of absence in 1983. Legal counsel to the Madrid Stock Exchange (1983-1987). Forex and Stock Market Broker in Barcelona (1987). Chairman of the Promoter of the new Barcelona Stock Exchange (1988) and Chairman of the Barcelona Stock Exchange (1989-1993).

Chairman of the Spanish Stock Market Body (1991- 1992) and Deputy Chairman of MEFF (Spanish Financial Futures Market). He was also Deputy Chairman of Fundación Barcelona Centro Financiero and of Sociedad de Valores y Bolsa Interdealers, S.A.

In 1994, he became a Forex and Stock Market Broker in Barcelona.

Notary Public in Barcelona (2002-2013). He was also a member of the Board of Endesa (2000-2007) and its Group companies.

KORO USARRAGA

Independent Director

Education

She has a degree in Business Administration and a Master's in Business Management from ESADE, took the PADE (Senior Management Programme) at IESE and is a qualified chartered accountant.

Career

She worked at Arthur Andersen for 20 years, and she was appointed partner of the Audit Division in 1993.

In 2001, she assumed responsibility for the General Corporate Management of Occidental Hotels & Resorts.

She was Managing Director of Renta Corporación and member of the Board of Directors of NH Hotel Group (2015-2017).

Other positions currently held

Director of Vocento and Administrator of Vehicle Testing Equipment and 2005 KP Inversiones.

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

> POSITIONS OF DIRECTORS IN OTHER COMPANIES IN THE GROUP (C.1.10)

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

The information on Directors and positions at other companies refers to yearend.

The Company is not aware of any relationships between significant shareholders (or shareholders represented on the Board) and Board members that are relevant to either party. (A.6)

The company has imposed rules on the maximum number of company boards on which its own directors may sit. In accordance with article 32.4 of the Regulations of the Board of Directors, CaixaBank directors must observe the limitations on membership of boards of directors set out in the current regulations on the organisation, supervision and solvency of credit institutions. (C.1.12)

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

Name of Director Corporate name of the company Listed Position Paid or not
Tomás Muniesa COMPANHIA DE SEGUROS ALLIANZ PORTUGAL S.A. NO Director (CaixaBank Representative) NO
FUNDACIÓN ESADE NO Trustee NO
SEGURCAIXA ADESLAS, S.A. DE SEGUROS Y REASEGUROS NO Vice-Chairman (CaixaBank Representative) YES
CÍRCULO DE EMPRESARIOS NO Member (CaixaBank Representative) NO
EUROFI NO Member (CaixaBank Representative) NO
Gonzalo Gortázar FUNDACIÓN CONSEJO ESPAÑA-CHINA NO Trustee (CaixaBank Representative) NO
INSTITUTE OF INTERNATIONAL FINANCE NO Member (CaixaBank Representative) NO
Eduardo Javier Sanchiz PIERRE FABRE, S.A. NO Director YES
SABADELL - ASABYS HEALTH INNOVATION INVESTMENTS 2B,
S.C.R, S.A.
NO Director YES
ADRIANO CARE SOCIMI, S.A. NO Chairman YES
CLUB DE CAMPO VILLA DE MADRID, S.A. NO Director NO
Joaquín Ayuso INSTITUTO BENJAMIN FRANKLIN - UHA NO Member of the Advisory Board NO
REAL SOCIEDAD HÍPICA ESPAÑOLA CLUB DE CAMPO NO Chairman NO
Francisco Javier Campo ASOCIACIÓN ESPAÑOLA DE CODIFICACIÓN COMERCIAL
(AECOC)
NO Chairman (CaixaBank Representative) NO
ASOCIACIÓN PARA EL PROGRESO DE LA DIRECCIÓN (APD) NO Director NO
FUNDACIÓN CAIXABANK DUALIZA NO Trustee (CaixaBank Representative) NO
FUNDACIÓN F. CAMPO NO Trustee NO
FUNDACIÓN ITER NO Trustee NO
MELIÁ HOTELS INTERNATIONALS S.A. YES Director YES

Name of Director Corporate name of the company Listed Position Paid or not
Eva Castillo A.I.E. ADVANTERE SCHOOL OF MANAGEMENT NO Director NO
ECONOMIC COUNCIL OF THE HOLY SEE NO Director NO
FUNDACIÓN ENTRECULTURAS FÉ Y ALEGRÍA NO Trustee NO
FUNDACIÓN UNIVERSITARIA COMILLAS-ICAI NO Trustee NO
INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (IAG) YES Director YES
ASOCIACIÓN NACIONAL DE PERFUMERIA Y COSMÉTICA (STANPA) NO Chairwoman NO
FUNDACIÓN RICARDO FISAS NATURA BISSÉ NO Trustee NO
FUNDACIÓN STANPA NO Trustee (Representative of Asociación Nacional de
Perfumería y Cosmética - STANPA)
NO
NATURA BISSÉ INT. DALLAS (USA) NO Chairwoman (Representative of Natura Bissé
International S.A.)
NO
María Verónica Fisas NATURA BISSÉ INT. LTD (UK) NO Director (Representative of Natura Bissé
International S.A.)
NO
NATURA BISSÉ INT. SA de C.V. (MEXICO) NO Chairwoman (Representative of Natura Bissé
International S.A.)
NO
NATURA BISSÉ INTERNATIONAL, S.A. NO CEO YES
NB SELECTIVE DISTRIBUTION, S.L. NO Joint Managing Director (Representative of Natura
Bissé International S.A.)
NO
NATURA BISSÉ INTERNATIONAL TRADING (SHANGAI), CO., LTD NO Joint Managing Director (Representative of Natura
Bissé International S.A.)
NO
COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. Yes Director YES
FUNDACIÓN COTEC PARA LA INNOVACIÓN NO Chairwoman (Representative of Sattantis
Micromat, S.A.)
NO
FUNDACIÓN ESPAÑA CONSTITUCIONAL NO Trustee NO
FUNDACIÓN PELAYO NO Trustee NO
FUNDACIÓN SEPI FSP NO Trustee NO
JAIZKIBEL 2007, S.L. (HOLDING COMPANY) NO Sole Administrator YES
MEDIASET ESPAÑA COMUNICACIÓN, S.A. YES Director YES
YSIOS ASSET MANAGEMENT, S.L. NO Director NO
Cristina Garmendia 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
ASOCIACIÓN ESPAÑOLA CONTRA EL CANCER (AECC) NO Member of the Advisory Board NO
FUNDACIÓN MUJERES POR ÁFRICA NO Member of the Advisory Board NO
UNICEF, COMITÉ ESPAÑOL NO Member of the Advisory Board NO
FUNDACIÓN REAL ESCUELA ANDALUZA DE ARTE ECUESTRE NO Trustee NO
FUNDACIÓN MARGARITA SALAS NO Trustee NO

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

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

Name of Director Corporate name of the company Listed Position
Joaquín Ayuso AT KEARNEY, S.A. NO Member of the Advisory Board
Francisco Javier Campo AT KEARNEY, S.A. NO Member of the Advisory Board
GRUPO EMPRESARIAL PALACIOS ALIMENTACIÓN, S.A. NO Senior Advisor
IPA CAPITAL, S.L. (Pastas Gallo) NO Senior Advisor
IMPORTACO, S.A. NO Senior Advisor
Cristina Garmendia INTEGRATED SERVICE SOLUTIONS, S.L. NO Member of the Advisory Board (Representative of Jaizkibel 2007, S.L.- Equity
Company)
MCKINSEY & COMPANY NO Member of the Advisory Board
S2 GRUPO DE INNOVACIÓN EN PROCESOS ORGANIZATIVOS, S.L.U. NO Member of the Advisory Board
UNIVERSIDAD EUROPEA DE MADRID, S.A. NO Member of the Advisory Board
María Amparo Moraleda AT KEARNEY, S.A. NO Member of the Advisory Board
ISS ESPAÑA NO Member of the Advisory Board
SAP IBÉRICA NO Member of the Advisory Board
SPENCER STUART NO Member of the Advisory Board
Teresa Santero INSTITUTO DE EMPRESA MADRID NO Teacher

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

In order to ensure an appropriate balance in the composition of the Board at all times, promoting diversity in gender, age and background, as well as in education, knowledge and professional experience that contributes to diverse and independent opinions and a sound and mature decision-making process, CaixaBank has a Selection, Diversity and Suitability Assessment Policy in place for directors, members of Senior Management and other people in key roles at CaixaBank and its Group, which is updated regularly.

The Policy is part of the Company's corporate governance system, and it includes the main aspects and commitments of the Company and its Group regarding the selection and evaluation of the suitability of directors and members of senior management and holders of key functions. The company agreed to review and update certain aspects of it in 2022.

As provided for in article 15 of the Regulations of the Board of Directors, the Appointments and Sustainability Committee is responsible for supervising compliance with this Policy. This Committee must, among other duties, analyse and propose the profiles of candidates to fill Board positions, considering diversity as an essential factor in the selection process and suitability, with a particular focus on gender diversity.

Within the framework of the Policy, and with a view to diversity, the following measures are established:

Consideration, during the director selection and re-election procedures, of the goal of ensuring a governing body composition that is suitable and diverse, particularly in terms of diversity of gender, knowledge, training and professional experience, age and geographical origin in the composition of the Board, ensuring a suitable balance and facilitating the selection of candidates from the gender with the least representation. For this purpose, the candidate's suitability assessment reports shall include an assessment of how the candidate contributes to ensuring a diverse and appropriate composition of the Board of Directors.

  • Annual assessment of the composition and competencies of the Board, considering the diversity aspects discussed previously and, in particular, the percentage of Board members of the less represented gender, taking action when there is a discrepancy.

  • Preparation and update of a competency matrix, the results of which may serve to detect future needs relating to training or areas to improve in future appointments.

The CaixaBank Selection Policy and, in particular, section 6.1 of the policy regarding the fundamental elements of the diversity policy in the Board of Directors and the Protocol on Procedures for assessing suitability and appointing directors and senior management, along with other key positions in CaixaBank and its group establish the obligation of the Appointments and Sustainability Committee to assess the collective suitability of the Board of Directors each year. Adequate diversity in the composition of the Board is taken into account throughout the entire process of selection and suitability assessment at CaixaBank, considering, in particular, diversity of gender, training, professional experience, age, and geographic origin.

Recommendation 15 of the Good Governance Code currently establishes that the percentage of female directors should never be less than 30% of the total number of members of the Board of Directors and that by the end of 2022, the number of female directors should be at least 40% of the members of the Board of Directors. The percentage of women on the Board of Directors after the Ordinary General Shareholders' Meeting in May 2020, was 40%, above the target of 30% set by the Appointments Committee in 2019 to achieve in 2020. Following the extraordinary General Shareholders' Meeting of December 2020, the presence of female directors in CaixaBank's management body accounted for and continues to account for 40% of its members. This shows the Company's concern and firm commitment to meeting the target of 40% female representation on the Board of Directors. In the annual evaluation of compliance with the above-mentioned Policy, the structure, size and composition are also deemed to be suitable, particularly with respect to gender diversity and diversity in training and professional experience, age and geographical origin, and also taking into account the individual suitability reassessment of each director carried out by the Appointments Committee, which leads to the conclusion that the overall composition of the Board of Directors is suitable. It is also noted that the functioning and composition of the Board of Directors have been adequate for the exercise and performance of its functions, in particular for the proper management of the entity that the governing body has carried out.

> DISTRIBUTION OF THE EXPERIENCE OF MEMBERS OF THE BOARD OF DIRECTORS

Diversity in professional experience

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

With regard to the training provided to the members of the Board of Directors, in 2023 a training plan of 11 sessions was carried out, dedicated to the analysis of various topics such as different business areas, economic and financial information, sustainability, digital currencies and digital euro, relevant aspects of regulation, innovation and cybersecurity, among others.

On a recurring basis over the past three years, the Board has received training sessions in the areas of sustainability, climate, corporate governance and cybersecurity, as well as training in economic and financial matters. These subjects are included every year in the training provided to the Board.

The Risk Committee also included 13 standalone presentations on the agenda of its ordinary meetings, which dealt in detail with risks such as structural interest rate risk, fiduciary risk, selfemployed and micro-companies portfolio risk, conduct and compliance risk, external fraud risk, market risk, risk of money laundering prevention in crypto-assets, legal risk, ESG risks and technological and information security risk, among others. Similarly, two training sessions were also held for Committee members on financial-actuarial risks and liquidity risk.

The Audit and Control Committee also included a total of 8 single-topic presentations in the agenda of its meetings, covering matters relating to audit, internal control and cybersecurity.

The Appointments and Sustainability Committee also held a training session for Committee members on the analysis of non-financial information.

> CAIXABANK BOARD OF DIRECTORS COMPETENCIES 2023

José Ignacio
Goirigolzarri
Tomás
Muniesa
Gonzalo
Gortázar
Eduardo
Javier
Sanchiz
Joaquín
Ayuso
Francisco
Javier
Campo
Eva
Castillo
Fernando
María
Ulrich
María
Verónica
Fisas
Cristina
Garmendia

Amparo
Moraleda
Peter
Loscher
Teresa
Santero
José Serna Koro Usarraga
Position and
category
Executive
Chairman
Proprietary
Deputy
Chairman
CEO Lead
Independent
Director
Independent Independent Independent Other external Independent Independent Independent Independent Proprietary Proprietary Independent
Law
Business studies
Training Mathematics, physics,
engineering, other
science degrees
Other university degrees
Senior
management
experience
In Banking/Financial
Sector
(Senior
management
board or senior
management)
Other sectors
Experience in the
financial sector
Credit institutions
Financial markets (other)
Academic and Research
Sector
Public Service/Relations
with Regulators
Corporate governance
(including membership of
governing bodies)
Other experience Audit
Risk
management/compliance
Innovation and
Technology
Environment, Climate
Change
International
Experience
Spain
Portugal
Rest of Europe (including
European institutions)
Other (USA, Latin
America)
Diversity of Gender diversity
gender,
geographical
Nationality ES ES ES ES ES ES ES PT ES ES ES AT ES ES ES
origin, age Age 69 71 58 67 68 68 61 71 59 61 59 66 64 81 66

In the last few years, the presence of independent directors (see graphic) and the gender diversity of the Board has progressively increased, and the target set in Recommendation 15 of the GCBG of having at least 40% female directors on the Board has been reached ahead of schedule as of the AGM in May 2020: (C.1.4):

Number of female directors % of total Directors in each category
(C.1.4) Financial
year
2023
Financial
year
2022
Financial
year
2021
Financial
year
2020
Financial
year
2023
Financial
year
2022
Financial
year
2021
Financial
year
2020
Executive - - - - 0.00 0.00 0.00 0.00
Proprietary 1 1 1 2 33.33 33.33 33.33 28.57
Independent 5 5 5 4 55.55 55.55 55.55 66.67
Other
external
- - - - 0.00 0.00 0.00 0.00
TOTAL 6 6 6 6 40.00 40.00 40.00 42.86
40% Female

on the Board.
43% Female

on the Executive Committee
40% Female

on the Risk Committee
60% Female

on the Remuneration Committee
43% Female

on the Innovation, Technology and Digital
Transformation Committee
40% Female

on the Audit and Control Committee
20% Female

on the Appointments and Sustainability Committee

As a result, it can be said that CaixaBank's Board is in line with the IBEX 35 average in terms of the presence of women, according to publicly available information on the composition of the Boards of Directors of IBEX 35 companies at year-end 2023 (average of 40.05%)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 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 affecting the right to proportional representation provided for by law.

Selection and appointment (C.1.16)

The Selection, Diversity and Suitability Assessment Policy for directors and members of Senior Management and other people in key roles includes the main aspects and undertakings of the Company in relation to the appointment and selection of directors. The purpose is to provide candidates that ensure the effective capability of the Board to 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 General Shareholders' Meeting, and the appointment agreements adopted by the Board by virtue of the powers legally attributed to it, must be preceded by the corresponding proposal of the Appointments and Sustainability Committee, when dealing with independent directors, and by a report, in the case of all other directors. Proposals for the appointment and re-election of directors are accompanied by a report from the Board setting out the competencies, experience and merits of the candidate. In the process of selecting new directors, CaixaBank relies on the collaboration of external consultants.

In accordance with the legal provisions, the candidates must meet the suitability requirements for the position and, in particular, they must have recognised business and professional repute, suitable knowledge and experience to understand the Company's activities and main risks, and be in a position to exercise good governance. Furthermore, the conditions established by regulations in force will be taken into account, regarding the overall composition of the Board of Directors. In particular, the overall composition of the Board of Directors must incorporate sufficient knowledge, abilities and experience regarding the governance of credit institutions, to sufficiently understand the Company's activities, including the primary risks, and to ensure the effective capacity of the Board of Directors to take independent and autonomous decisions in the Company's interests.

The Appointments and Sustainability Committee, with the assistance of the General Secretary and the Secretary of the Board, taking into account the balance of knowledge, experience, capacity and diversity required and in place on the Board of Directors, elaborates and constantly updates a competency matrix, which is approved by the Board of Directors.

Where applicable, the results of applying the matrix may be used to identify future training needs or areas to strengthen in future appointments.

The Selection Policy is complemented by a Protocol of procedures for assessing the suitability and appointments of directors and members of senior management and other holders of key functions at CaixaBank (hereinafter, Suitability Protocol) that establishes the procedure for making the selection and the continuous assessment of the suitability of Board members, among other groups, including any unforeseeable circumstances which may affect their suitability for the position.

The Suitability Protocol establishes the Company's units and internal procedures involved in the selection and ongoing assessment of members of the Board of Directors, general managers and other senior executives, the heads of the internal control function and other key posts in CaixaBank, as defined under applicable legislation. Under the "Suitability Protocol", the Board of Directors, in plenary session, assesses the suitability of proposed candidates, based on a report from the Appointments and Sustainability Committee.

This entire process is subject to the provisions of the internal regulations on the appointment of directors and the applicable regulations of corporate enterprises and credit institutions, which is subject to the suitability assessment of the European Central Bank and culminates in the acceptance of the position after the approval by the banking authority of the proposed appointment, which will be approved by the General Shareholders' Meeting.

Re-election and duration of the post (C.1.16 + C 1.2.23)

Directors shall hold their posts for the term stipulated in the By-Laws (4 years) for as long as the General Meeting 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 will not remain as such for a continuous period of more than 12 years.

Directors designated by co-option shall hold their post until the date of the next AGM or until the legal deadline for holding the AGM that is to decide whether to approve the financial statements for the previous financial year has passed. If the vacancy arises after the AGM is called but before it is held, the appointment of the director by co-option to cover the vacancy will take effect until the next AGM is held.

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

Directors shall step down when the period for which they were appointed has elapsed, when so decided by the AGM and when they resign. When a director leaves office prior to the end of their term, they must explain the reasons in a letter sent to all members of the Board of Directors.

In the following circumstances, if the Board of Directors deems it appropriate, directors must tender their resignation from the Board, formalising their intention to resign (article 21.2 of the Regulations of the Board of Directors):

  • When they leave the positions, posts or functions with which their appointment as director was associated;

  • When they are subject to any of the cases of incompatibility or prohibition provided by law or no longer meet the suitability requirements;

  • When they are indicted for an allegedly criminal act or are subject to a disciplinary proceeding for serious or very serious fault instructed by the supervisory authorities;

  • When their remaining on the Board may place at risk the Company's interest, or when the reasons for which they were appointed cease to exist.

  • When significant changes occur in their professional situation on in the conditions in which they were appointed Director.

  • When due to facts attributable to the Director, his remaining on the Board causes serious damage to the corporate net worth or reputation in the judgement of the Board.

If an individual representing a legal entity director becomes involved in any of the situations described above, that representative must relinquish their position to the legal entity that appointed them. If the latter decides that the representative should remain in their post as a director, the legal entity director must tender its resignation from the Board.

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

All of the above, notwithstanding the provisions of Royal Decree 84/2015, of 13 February, which implements Act 10/2014, of 26 June on the organisation, supervision and solvency of credit institutions, on the requirements of repute that must be met by directors and the consequences of losses derived therefrom, along with other regulations or guides applicable to the nature of the company.

During fiscal year 2023, the Board of Directors was not informed or did not become aware of any situation involving a director, whether or not related to his or her performance in the company itself, that may be detrimental to the credit and reputation of CaixaBank. (C.1.37)

Other limitations on the position of director

There are no specific requirements, other than those relating to the directors, to be appointed as Chairman of the Board. (C.1.21)

Neither the Articles of Association nor the Regulations of the Board of Directors establish any age limit for serving as a director. (C.1.22)

Neither the Articles of Association nor the Regulations of the Board of Directors establish any limited mandate or additional stricter requirements for independent directors beyond those required by law. (C.1.23)

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

14 Number of meetings 12 Number of meetings

of the Board Note: In addition, the Board reached an agreement in September, in writing and without a meeting.

→ of the Lead Independent Director held without the attendance of the executive directors

→ of the Audit and Control Committee → of the Executive Committee.

5 Number of meetings 14 Number of meetings

→ of the Innovation, Technology and Digital Transformation Committee

12 Number of meetings 98.56 % attendance

→ of the Appointments and Sustainability Committee

→ at in situ meetings or with representations made with specific instructions out of all votes cast during the year

→ of the Remuneration Committee.

2 Number of meetings 14 Number of meetings

→ of the Risk Committee

14 Number of meetings 22 Number of meetings

→ attended in person by at least 80% of directors

→ in-person in terms of the total votes during the year

98.56% of votes cast 11 Number of meetings

→ with in-person attendance, or proxies with specific instructions, of all the directors

Note: During 2023, no Board meetings were held without the Chairman's attendance.

Attendance/no
. of meetings
2023 (*)
% Attendance
2023
Proxy (without
voting
instructions in
all cases in
2023)
Attendance
2023
(Online)
José Ignacio
Goirigolzarri
14/14 100 0 1
Tomás Muniesa 14/14 100 0 2
Gonzalo Gortázar 14/14 100 0 0
Eduardo Javier
Sanchiz
13/14 93 1 1
Joaquín Ayuso 14/14 100 0 0
Francisco Javier
Campo
14/14 100 0 1
Eva Castillo 13/14 93 1 0
Fernando María
Ulrich
14/14 100 0 5
María Verónica
Fisas
14/14 100 0 2
Cristina Garmendia 14/14 100 0 0
Peter Löscher (*) 8/8 (*) 100 0 0
María Amparo
Moraleda
13/14 93 1 0
Teresa Santero 14/14 100 0 1
José Serna 14/14 100 0 2
Koro Usarraga 14/14 100 0 1

Individual attendance of directors at Board meetings during 2023 (*)

* Maximum number of meetings during the financial year from the taking of the position. Peter Löscher took office on 15 May 2023.

> ATTENDANCE AND DEDICATION AT MEETINGS OF THE BOARD AND ITS COMMITTEES

Fees and commissions
Board Executive
Committee
Audit and Control
Committee
Appointments and
Sustainability
Committee
Remuneration
Committee
Risks Committee Innovation, Technology
and Digital
Transformation
Committee
Average attendance 99% 95% 98% 92% 100% 99% 100%
Individual attendance Average individual
attendance
José Ignacio Goirigolzarri 14/14 22/22 5/5 100%
Tomás Muniesa 14/14 22/22 14/14 100%
Gonzalo Gortázar 14/14 21/22 5/5 98%
Joaquín Ayuso 14/14 12/12 14/14 100%
Francisco Javier Campo(A) 14/14 13/14 10/12 4/4 93%
Eva Castillo(B) 13/14 17/22 7/7 5/5 88%
Fernando Maria Ulrich 14/14 11/12 13/14 95%
María Verónica Fisas(C) 14/14 6/6 14/14 100%
Cristina Garmendia 14/14 14/14 12/12 5/5 100%
John S. Reed(D) 4/4 4/4 100%
Peter Löscher(E) 8/8 6/7 3/3 94%
María Amparo Moraleda(F) 13/14 21/22 11/12 5/5 5/5 95%
Eduardo Javier Sanchiz(G) 13/14 15/16 13/14 12/12 4/4 95%
Teresa Santero 14/14 14/14 100%
José Serna 14/14 14/14 12/12 100%
Koro Usarraga(H) 14/14 22/22 4/4 7/7 14/14 100%

A Francisco Javier Campo was appointed a member of the Innovation, Technology and Digital Transformation Committee on 31/03/2023

B Eva Castillo was appointed member and chair of the Remuneration Committee on 31/03/2023

C María Verónica Fisas was a member of the Executive Committee until 31/03/2023.

D John S. Reed resigned as a member of the Board of Directors effective 31/03/2023

E Peter Löscher was appointed a member of the Board of Directors and a member of the Nomination and Sustainability Committee and the Innovation, Technology and Digital Transformation Committee on 31/03/2023.

F María Amparo Moraleda was a member of the Remuneration Committee until 31/03/2023

G Eduardo Javier Sanchiz was appointed a member of the Executive Committee on 31/03/2023, and was a member of the Risk Committee until 31/03/2023

H Koro Usarraga was a member of the Audit and Control Committee until 31/03/2023 and was appointed member of the Remuneration Committee on 31/03/2023.

Regulation of the Board (C.1.15)

The Board of Directors has an Innovation, Technology and Digital Transformation Committee whose purpose is to advise CaixaBank's Board of Directors on all matters relating to technological innovation, cybersecurity and digital transformation, assisting it in monitoring and analysing trends and innovations in this area that may affect CaixaBank's strategy and business model in the medium and long term.

This Committee was created by resolution of the Board of Directors on 23 May 2019, and its composition and basic rules of operation and powers are set out in article 15.bis of the Regulations of the Board of Directors.

Notwithstanding the foregoing, and given the growing importance that this Committee has been acquiring within the Board and the advisory functions carried out by the same, in line with the increasing relevance of issues related to technology and cybersecurity, taking into account the growing importance of technological advances in all areas, especially in the area of financial digital innovation, as well as the new trends that are constantly emerging and with the aim of adapting to the evolution of customer expectations, it has been considered appropriate to strengthen the composition of the Committee and increase the maximum number of members of the Committee from six (6) to seven (7), in order to adequately address the workload and develop the functions envisaged. This amendment was incorporated into the Regulations of the Board of Directors (specifically, article 15 bis.1) by resolution of the Board adopted on 31 March 2023.

All amendments to the Board Regulations are notified to the CNMV and are made public and entered in the Companies Register, after which the consolidated text is published on the CNMV's website and on the company's own website.

Information (C.1.35)

There is a procedure in place whereby directors may obtain the information needed to prepare for the meetings with the governing bodies with sufficient time. In general, documents for approval by the Board, especially those which cannot be fully analysed and discussed during the meeting due to their length, are sent to Board members prior to the meetings.

Furthermore, pursuant to article 22 of the Regulations of the Board, the board may request information on any aspect of the Company and its Group and examine its books, records, documents and further documentation. Requests must be sent to the executive Chairman who will forward the matters to the appropriate parties and must notify the director, when applicable, of their duty of confidentiality.

Proxy voting (C.1.24)

The Regulations of the Board establish that directors must attend Board meetings in person. However, when they are unable to do so in person, they shall endeavour to grant their proxy in writing, on a special basis for each meeting, to another Board member, including the appropriate instructions therein.

Non-executive directors may only delegate a proxy to a fellow non-executive director. Independent directors may only delegate a proxy to a fellow independent director.

Notwithstanding the above, and so that the proxyholder can vote accordingly based on the outcome of the debate by the Board, proxies are not granted with specific instructions and must always be given in strict accordance with legal requirements. This is in keeping with the law on the powers of the Chairman of Board, who is given, among others, power to stimulate debate and the active involvement of all directors, safeguarding their rights to adopt positions.

Decision-making

No qualified majorities other than those prescribed by law are required for any type of decision. (C.1.20)

At CaixaBank there is no statutory or regulatory provision for the Chairman of the Board of Directors to have a casting vote.

At CaixaBank there is broad participation and debate at Board meetings and the main resolutions are adopted with the favourable vote of a large majority of the directors

The Company has not entered into any material agreements that come into force, are modified or are terminated in the event of a change in control of the company following a public takeover bid, and their effects. (C.1.38)

The figure of the Lead Independent Director, appointed from among the independent directors, was introduced in 2017. The current Lead Independent Director was appointed, following a favourable report from the Appointments and Sustainability Committee, by the Board of Directors on 22 December 2022. However, the appointment of Eduardo Javier Sanchiz as the new Lead Director of CaixaBank took effect from the last General Meeting held on 31 March 2023, on the occasion of the expiry of the term of office of John S. Reed, former Lead Independent Director, as he was not proposed for reappointment as a CaixaBank Director.

Relations with the market (C.1.30)

With regard to its relationship with market agents, the Company acts on the principles of transparency and non-discrimination and according to the provisions of the Regulations of the Board of Directors which stipulate that the Board, through communications of material facts to the CNMV and the corporate website, shall inform the public immediately with regard to any relevant information. With regard to the Company's relationship with market agents, the Investor Relations department shall coordinate the Company's relationship with analysts, shareholders and institutional investors, among others, and manage their requests for information in order to ensure they are treated fairly and objectively.

In this regard, and pursuant to Recommendation 4 of the Good Governance Code of Listed Companies, CaixaBank has a Policy on Communication and Contact with Shareholders, Institutional Investors and Proxy Shareholders which is available on the Company's website.

As part of this Policy, and pursuant to the authority vested in the Coordinating Director, he/she is required to stay in contact, as appropriate, with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the Company's corporate governance.

Also, the powers legally delegated to the Board of Directors specifically include the duty of supervising the dissemination of information and communications relating to the Company. Therefore, the Board of Directors is responsible for managing and supervising at the highest level the information distributed to shareholders, institutional investors and the markets in general. Consequently, the Board of Directors, through the corresponding bodies and departments, works to ensure, protect and facilitate the exercising of the rights of the shareholders, institutional investors and the markets in general in the defence of the corporate interest, in compliance with the following principles:

→ Transparency

→ Immediate access and ongoing communication

→ At the cutting-edge of new technologies

→ In terms of rules and recommendations

These principles are applicable to all information disclosed and the Company's communications with shareholders, institutional investors and relations with markets and other stakeholders such as, inter alia, intermediary financial institutions, management companies and depositories of the Company's shares, financial analysts, regulatory and supervisory bodies, proxy advisors, information agencies, credit rating agencies, etc.

The Company pays particular heed to the rules governing the processing of inside information and other potentially relevant information contained in the applicable legislation and the Company's regulations on shareholder relations and communications with securities markets, as contained in CaixaBank's Code of Business Conduct and Ethics, and the Internal Code of Conduct on Matters Relating to the Stock Market of CaixaBank, S.A. and the Regulations of the Board of Directors (also available on the Company's website).

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

The Board evaluates its performance and that of its Committees annually, pursuant to article 16 of the Regulations of the Board of Directors.

For the financial year 2023, the Board of Directors has decided to carry out the self -assessment of its performance internally, after having been assisted by an external expert in the previous financial year, thus complying with Recommendation 36 of the Code of Good Governance, which suggests the assistance of an external consultant every 3 years.

The evaluation was conducted in accordance with the provisions of article 529h of the Consolidated Text of the Corporate Enterprises Act and in accordance with the regulations and good corporate governance practices applicable to CaixaBank as a credit institution and listed company. It is a fundamental corporate governance practice to ensure the effectiveness of the governing body and to promote the success of the company in achieving its long -term objectives. At the same time, the assessment allows the company to corroborate compliance with the main standards of good corporate governance.

In line with the Code of Good Governance, the assessment pays special attention to the aspects of diversity and suitability of the members of the Board and of the Board as a whole. Compliance with the Policy on Selection of Directors is also verified, complying with all the aspects that must be assessed annually.

The assessment of the Board produced the necessary data and the required feedback from its members in order to design an efficient improvement plan adapted to the needs of the Company. These data and feedback can be found in the section on "Challenges for the 2024 financial year".

Pursuant to the above, the Appointments and Sustainability Committee submitted, and the Board of Directors of CaixaBank approved, the assessment report of the Board of Directors for the financial year 2023.

The members of the Board were assessed using the following methodology: online questionnaire addressed to directors and analysis of the results with a mechanism for rating and defining positive results in the short term and recommendations in the long term.

These questionnaires address:

  • The operation of the Board (preparation, dynamic and culture; evaluation of working tools; and evaluation of the Board's self assessment process) and ,

  • The composition and functioning of the committees; – The performance of the Chairman, CEO, Lead Independent Director and the Secretary .

Members of each committee were also sent a detailed self-assessment form on the functioning and operation of their respective committee.

The results and conclusions reached, including the recommendations, are contained in the document analysing the performance assessment of the CaixaBank Board and its committees for 2023, which was revised and approved by the Board of Directors. Broadly speaking, and on the basis of the responses received from directors following questionnaires as well as the activity reports drawn up by each of the commissions, the Board holds a positive view of the quality and efficiency of its operation and that of its committees for 2023, as well as of the performance of the functions of the Chairman, CEO, Lead Independent Director and Secretary of the Board in the year. The structure, size and composition are also deemed to be suitable, particularly with respect to gender diversity and diversity in training and professional experience, age and geographical origin, in accordance with the verification of compliance with the selection policy, and also taking into account the individual suitability re-assessment of each director carried out by the Appointments and Sustainability Committee, which leads to the conclusion that the overall composition of the Board of Directors is suitable.

During the year, the Appointments and Sustainability Committee monitored the improvement actions identified in the previous year. Once again, the objectives were met and solid progress was made on the path to excellence in Corporate Governance, consolidating the strengths of transparent, efficient and coherent governance aligned with the objectives of the Company's Strategic Plan. This is explained in more detail in the section "Advances in Corporate Governance in 2023".

Committees of the Board (C.2.1)

Within the scope of its powers of self-organisation, the Board has a number of specialised committees, with supervisory and advisory powers, as well as an Executive Committee. There are no specific regulations for Board committees, and they are governed in accordance with the law, the By-laws and the Regulations of the Board, amendments to which during the year are noted in the section "The Administration – The Board of Directors – Operation of the Board of Directors – Regulations of the Board". In aspects not specifically laid out for the Executive Committee, the operational rules governing the Board itself will be applied, by virtue of the Regulation of the Board.

The Board committees, in accordance with the provisions of the Regulations of the Board and applicable legislation, draw up an annual report on its activities, which includes the assessment of its performance during the year. The annual reports on the activity of the Committees are available on the Company's corporate website. (C.2.3)

> NUMBER OF FEMALE DIRECTORS WHO WERE MEMBERS OF BOARD COMMITTEES AT THE CLOSE OF THE LAST FOUR YEARS (C.2.2)

Financial year 2023 Financial year 2022 Financial year 2021 Financial year 2020
Number % Number % Number % Number %
Audit and Control
Committee
2 40.00 3 50.00 3 50.00 2 50.00
Innovation, Technology and
Digital Transformation
Committee
3 42.86 3 60.00 3 60.00 2 50.00
Appointments and
Sustainability Committee
1 20.00 1 20.00 0 0.00 1 33.33
Remuneration Committee 3 60.00 2 50.00 2 50.00 2 66.67
Risk Committee 2 40.00 2 33.33 2 33.33 3 60.00
Executive Committee 3 42.86 4 57.14 4 57.14 3 50.00

> PRESENCE OF BOARD MEMBERS IN THE DIFFERENT COMMITTEES

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

Executive Committee

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

Number of members

The Committee comprises seven members: two executive directors (José Ignacio Goirigolzarri and Gonzalo Gortázar), one proprietary director (Tomás Muniesa) and four independent directors (Eduardo Javier Sanchiz, Eva Castillo, Maria Amparo Moraleda and Koro Usarraga). In accordance with article 13 of the Regulations of the Board, the Chairman and Secretary of the Executive Committee will also be the Chairman and Secretary of the Board of Directors.

Composition

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

The composition of this committee, which is made up of the Chairman and CEO, must have at least two non-executive directors, at least one of whom is independent.

The appointments of its members requires a vote in favour from at least two-thirds of the Board members.

Distribution of committee members by category

(% of total committee members)

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

Number of sessions (C.1.25)

In 2023 the Committee held 22 sessions, none of which were held exclusively by telematic means.

Average attendance at sessions

The attendance of members, in person or by proxy, at the Committee's meetings during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
José Ignacio Goirigolzarri 22/22 100
Tomás Muniesa 22/22 100
Gonzalo Gortázar 21/22 95.45
Eduardo Javier Sanchiz* 15/16 93.75
Eva Castillo 17/22 77.27
María Amparo Moraleda 21/22 95.45
Koro Usarraga 22/22 100

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.

* Nominate member of the Committee on 31/03/2023.

Note: María Verónica Fisas was a member of this Committee until 31/03/2023

Functioning

The Executive Committee has been delegated all the responsibilities and powers available to it both legally and under the Company's By-laws. For internal purposes, the Executive Committee is subject to the limitations set out in article 4 of the Regulations of the Board of Directors. The Board's permanent delegation of powers to this Committee will require a vote in favour from at least two-thirds of the Board members. (C.1.9)

The Committee will meet as often as it is convened by its Chairman or the person who is to replace him in his absence, and it is validly constituted when the majority of its members are in attendance. Its resolutions are carried by the majority of the members attending the meeting, and they are valid and binding with no need for subsequent ratification by the Board sitting in plenary, without prejudice to article 4.5 of the Regulations of the Board.

The Executive Committee reports to the Board on the main matters it addresses and the decisions it makes.

There is no express mention in the Company's Bylaws that the Committee must prepare an activities report. However, in December 2023, the Executive Committee formulated its annual activity report, submitting it to the Board of Directors of CaixaBank, S.A. for approval, as well as an assessment of its performance in the corresponding financial year.

Activities during the year

During the financial year 2023, in compliance with its basic functions established in the Articles of Association and in the Regulations of the Board of Directors, the Committee dealt with a series of matters on a recurring basis and others on an ad hoc basis, for the purpose of adopting the relevant resolutions or for information purposes, in the latter case being deemed to have taken note of them.

The Committee carried out extensive monitoring of CaixaBank's results and activity throughout the 2023 financial year. In addition, the Committee was briefed on financial issues related to the budget, liquidity and funding, dividends and dividend policy, as well as on aspects related to the EBA stress test.

The Commission has also monitored product, service and other business aspects.

The Committee also monitored the evolution of nonperforming loans by segment and the evolution of defaults, doubtful balances, as well as the situation of foreclosed assets. It has also authorised the sale of credit portfolios.

In addition, the Committee approved certain credit operations and submitted to the Board of Directors the approval of operations with certain characteristics; all of this is based on the competencies assigned to it.

It also entered into agreements relating to wholly owned subsidiaries, exercising its powers as sole shareholder, as well as agreements relating to branches and other entities.

Finally, the Committee was informed of other matters such as the monitoring of the Strategic Plan, the status of certain legal proceedings and relevant administrative proceedings of CaixaBank, on treasury share transactions already carried out, and took other resolutions related, among others, to the granting and revocation of powers of attorney, as well as decisions relating to the formalisation of financing and guarantee agreements with European institutions.

Appointments and Sustainability Committee

The Appointments and Sustainability Committee, its organisation and tasks are basically regulated in Articles 40 of the Articles of Association and 15 of the Regulations of the Board of Directors and in applicable regulations.

Number of members

The Committee is made up of five non-executive directors. Four of its members (María Amparo Moraleda, Eduardo Javier Sanchiz, Francisco Javier Campo and Peter Löscher) are considered independent directors and one (Fernando María Ulrich) is considered an external director.

Composition

The Appointments and Sustainability Committee comprises a number of non-executive directors determined by the Board, with a minimum of 3 and a maximum of 5 members. A majority of its members must be independent directors. Members of the Appointments and Sustainability Committee are appointed by the Board at the proposal of the same, and the chair of the Committee will be appointed from among the independent directors who sit on the Committee.

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

Distribution of committee members by category

(% of total committee members)

% of independent Directors 80.00
% of other external Directors 20.00

Number of sessions (C.1.25)

In 2023, the Commission met in 12 sessions, 11 held exclusively online and 1 in person.

Average attendance at sessions

The attendance of members, in person or by proxy, at the Committee's meetings during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
(since taking office)
María Amparo Moraleda 11/12 91.66
Eduardo Javier Sanchiz 12/12 100
Francisco Javier Campo 10/12 83.33
Fernando María Ulrich 11/12 91.66
Peter Löscher* 6/7 85.71

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.

*Appointed member of the Committee on 31/03/2023 and accepted his appointment on 15 May 2023, after having received the communication from the European Central Bank on his suitability to hold the office of director.

Functioning

The Appointments and Sustainability Committee is self-governing and it may appoint a Chair and a Secretary. If no Secretary is appointed, the Secretary of the Board or any of the Deputy Secretaries of the Board shall act as Committee Secretary.

It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee. The Committee must also meet when the Board or its Chair requests that a report be issued or a resolution carried.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

Its duties include:

  • Evaluating and proposing to the Board the assessment of skills, knowledge and experience required of Board members and key personnel.

  • Submitting to the Board the proposals for the nomination of the independent directors to be appointed by co-option or for submission to the decision of the AGM, as well as the proposals for the reappointment or removal of such directors.

  • Reporting on the appointment and, as the case may be, dismissal of the Coordinating Director, the Secretary and the Deputy Secretaries for approval by the Board.

  • Reporting on proposals for the appointment or removal of senior executives, with the capacity to carry out such proposals directly when the Committee deems this necessary in the case of senior executives as a result of to their control or support duties concerning the Board or its committees. Propose the basic terms of the contracts of senior executives other than their pay and remuneration, and reporting those terms once they have been established.

  • Examining and organising, under the supervision of the coordinating director and with the support of the Chairman of the Board, the succession of the latter and of the Company's CEO and, as the case may be, sending proposals to the Board so that the succession process is suitably planned and takes place in an orderly fashion.

  • Report to the Board on gender diversity issues, and set a target for representation of the underrepresented sex on the Board and develop guidelines on how this target should be

achieved, ensuring in all cases compliance with the diversity policy applied in relation to the Board, which will be reported on in the Annual Corporate Governance Report.

  • Periodically evaluate, at least once a year, the structure, size, composition and actions of the Board and of its committees, its Chairman, CEO and Secretary, making recommendations regarding possible changes to these. Here, the committee shall act under the direction of the coordinating director when assessing the performance of the Chairman. Evaluating the composition of the Management Committee, as well as its replacement lists, to ensure coverage as members come and go.

  • Periodically reviewing the Board selection and appointment policy in relation to senior executives and making recommendations.

  • Overseeing the compliance with the Company's rules and policies in environmental and social matters, regularly evaluating and reviewing them, with the aim of confirming that it is fulfilling its mission to promote the corporate interest and catering, where appropriate, to the legitimate interests of remaining stakeholders, as well as submitting the proposals it considers appropriate on this matter to the Board and, particularly, submitting the sustainability/corporate responsibility policy for approval. In addition, the Committee will ensure the Company's environmental and social practices are in accordance with the established strategy and policy.

  • Reporting on the sustainability reports made public by the Company, prior to being submitted to the Board of Directors, including the review of the non-financial information contained in the annual management report and the master plan for socially responsible banking, ensuring the

integrity of its content and compliance with applicable legislation and international benchmarks.

Supervising the Company's activities with regards to responsibility, and submit to the Board the corporate responsibility/sustainability policy for approval.

The Committee draws up an annual report on its operation, highlighting the main incidents occurring, if any, in relation to its duties. This report will serve as a basis, among others, and if applicable, for the evaluation of the Board. In addition, when the relevant Committee deems it appropriate, it will include in that report suggestions for improvement.

Activities during the year

During the financial year 2023, in fulfilment of its basic functions as set out in the Articles of Association and the Regulations of the Board of Directors, the Committee discussed, scrutinised and took decisions or issued reports on the following matters: the size and composition of the Board, suitability assessments, appointments of Board and committee members and key personnel in the Company, verification of the character of directors, gender diversity, the policy for selecting directors, senior management and other key posts, policies on Sustainability/Corporate Social Responsibility, diversity and sustainability matters and corporate governance documentation to be submitted for 2023.

During the year, the Succession Plans for the Chairman, CEO, Lead Independent Director and other key positions on the Board, as well as for the members of the Management Committee, Risk Management Function and Compliance were reviewed and updated.

The Committee monitored climate and environmental risks, the commitments made in these areas, and interactions with supervisors. Likewise, the Committee supervised and controlled the sound operation of the Company's corporate governance system. To round off its activities for the year, the Committee focused its attention on the (individual and collective) self-assessment of the Board; the evaluation of the Board's structure, size and composition; the evaluation of the functioning of the Board and its Committees; the evaluation of the issue of gender diversity, as well as on analysing the monitoring of the recommendations in the Good Governance Code of Listed Companies and analysing a director training plan proposal.

Among other specific aspects of the year, the Committee analysed the proposed restructuring of the Management Committee, assessing that all candidates had sufficient knowledge and experience and met the necessary conditions of suitability for the performance of their duties, concluding that the Succession Plan had been taken into account and followed to a large extent.

Risk Committee

Articles 40 and 14 of the Bylaws and Regulations of the Board of Directors describe the organisation and operation of the Risks Committee.

Number of members

The Committee is made up of five directors, all of whom are non-executive directors: Koro Usarraga, Joaquín Ayuso and María Verónica Fisas are independent directors, Tomás Muniesa is a proprietary director and Fernando María Ulrich is an external director.

Composition

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

The Risk Committee comprises exclusively nonexecutive directors, all possessing the relevant knowledge, expertise and experience to fully understand and control the Company's risk strategy and appetite, in the number determined by the Board, between a minimum of 3 and a maximum of 6 members and with a majority of independent directors.

Distribution of committee members by category

(% of total committee members)

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

Number of sessions (C.1.25)

In 2023, the Committee held a total of 14 sessions. During the said year, no sessions were held exclusively by telematic means.

Average attendance at sessions

The attendance of members, in person or by proxy, at the Committee's meetings during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
Koro Usarraga 14/14 100
Tomás Muniesa 14/14 100
Joaquín Ayuso 14/14 100
Fernando María Ulrich 13/14 92.85
María Verónica Fisas 14/14 100

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated. Note: Eduardo Javier Sanchiz was a member of this Committee until 31/03/2023

Functioning

It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

The Company shall ensure that the Risk Committee is able to fully discharge its functions by having unhindered access to the information concerning the Company's risk position and, if necessary, specialist outside expertise, including external auditors and regulators. The Risk Committee may request the attendance of persons from within the organisation whose work is related to its functions, and it may obtain all necessary advice for it to form an opinion on the matters that fall within its remit.

The committee's Chairman reports to the Board on the activities and work performed by the committee, doing so at meetings specifically arranged for that purpose or at the immediately following meeting when the Chairman deems this necessary.

Its duties include:

Advising the Board of Directors on the overall susceptibility to risk, current and future, of the Company and its strategy in this area, reporting on the risk appetite framework, assisting in the monitoring of the implementation of this strategy, ensuring that the Group's actions are consistent with the level of risk tolerance previously decided and implementing the monitoring of the appropriateness of the risks assumed and the profile established.

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

  • Ensuring that the pricing policy of the assets and liabilities offered to the clients fully consider 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.

  • Examining risk reporting and control processes, as well as its information systems and indicators.

  • Overseeing the effectiveness of the risk control and management function.

  • Appraising and making decisions in relation to regulatory compliance risk within the scope of its remit, broadly meaning the risk management of legal or regulatory sanctions, financial loss, material or reputational damage that the Company could sustain as a result of noncompliance 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.

  • Report on new products and services or significant changes to existing ones.

  • Cooperating with the Remuneration Committee to establish sound 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 Bylaws, the Regulations of the Board and other regulations applicable to the Company.

In December 2023, the Committee approved its annual activity report and the assessment of its operation for the corresponding year.

Activities during the year

During the 2023 financial year, in compliance with its basic functions established in the Articles of Association and in the Board of Directors' Regulations and within the risk management framework, the Committee reviewed and continuously monitored the strategic risk processes, consisting of the Risk Assessment, the Corporate Risk Catalogue and the Risk Appetite Framework (RAF). In addition, it received through the Risk Dashboard information with a holistic view of risks, as well as the general monitoring of financial and non-financial risks, economic capital, refinancings and write-offs, loan portfolios, top economic borrower groups, top doubtful groups and the update of IFRS9 provisioning parameters. It also received information on the credit risk models in place and on the nonfinancial risks specifically monitored by the committee.

The Committee proposed to the Board the approval of the Group's risk policies by monitoring the planning of the review, the status of general risk management policies and the annual approval of the CaixaBank Group's risk policies. In addition, a number of monographs have been presented with the aim of analysing various risks in detail.

It also supervised the CaixaBank Group's capital adequacy (ICAAP) and liquidity (ILAAP) processes, which are the sum of different integrated processes in risk and capital management, the ORSA of the subsidiary VidaCaixa, as well as the Recovery Plan.

The Committee monitored the compliance function through the Compliance Plan together with the Annual Compliance Report. It regularly followed the requirements of supervisors and regulators, as well as inspection and supervisory actions, and received recurrent information on the Anti-Money Laundering and Terrorist Funding and sanctions system, on market abuse, the consultation channel and the whistle-blowing channel, among others.

Remuneration Committee

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

Number of members

The Committee is composed of five members, four of whom (Eva Castillo, Joaquín Ayuso, Cristina Garmendia and Koro Usarraga) are considered independent directors and one (José Serna) is considered a proprietary director.

Composition

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

The Remuneration Committee comprises a number of non-executive directors determined by the Board, with a minimum of 3 and a maximum of 5 members. A majority of its members must be independent directors. The Chair of the Committee is appointed from among the independent directors who sit on the Committee.

Distribution of committee members by category

(% of total committee members)

% of proprietary Directors 20.00
% of independent Directors 80.00

Number of sessions (C.1.25)

In 2023, the Committee met in 12 sessions, 10 of which were held exclusively by telematic means except for 2 in-person session.

Average attendance at sessions

The attendance of members during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
Eva Castillo* 7/7 100
Joaquín Ayuso 12/12 100
Cristina Garmendia 12/12 100
José Serna 12/12 100
Koro Usarraga** 7/7 100

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated. * Nominated member and chairwoman of the Committee on 31/03/2023. * Nominated member of the Committee on 31/03/2023.

Functioning

The Remuneration Committee regulates its own functioning and it may appoint its Chair and a Secretary. If no Secretary is appointed, the Secretary of the Board or any of the Deputy Secretaries of the Board shall act as Committee Secretary.

It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee. The Committee must also meet when the Board or its Chair requests that a report be issued or a resolution carried.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

Its duties include:

  • Drafting the resolutions related to remuneration and, particularly, reporting and proposing to the Board the remuneration policy for the directors and senior management, the system and amount of annual remuneration for directors and senior managers, as well as the individual remuneration of the executive directors and senior managers, and the conditions of their contracts, without prejudice to the competences of the Appointments and Sustainability Committee in relation to any conditions not related to remuneration.

  • Ensuring compliance with the remuneration policy for directors and senior managers, and reporting on the basic terms set out in the contracts of those individuals and the compliance thereof.

  • Reporting and preparing the general remuneration policy of the Company and in particular the policies relating to the categories of staff whose professional activities have a significant impact on the risk profile of the Company and those that are intended to prevent or manage conflicts of interest with the customers.

  • Analysing, formulating and periodically reviewing remuneration programmes, weighing their adequacy and performance and ensuring compliance.

  • Proposing to the Board the approval of the remuneration reports or policies that it is required to submit to the Annual General Meeting, as well as reporting to the Board on any remuneration-related proposals the Board may intend to lay before the General Shareholders' Meeting.

  • Ensuring that any conflicts of interest do not impair the independence of the external advice given to the Committee related to the exercise of its functions.

  • Considering the suggestions it receives from the Company's Chairman, Board members, executives, and shareholders.

The Committee draws up an annual report on its operation, highlighting the main incidents occurring, if any, in relation to its duties. This report will serve as a basis, among others, and if applicable, for the evaluation of the Board. In addition, when the relevant Committee deems it appropriate, it will include in that report suggestions for improvement.

Activities during the year

During the financial year 2023, in compliance with its basic duties established in the Articles of Association and in the Board of Directors' Regulations, the Committee recurrently analysed matters such as annual remuneration, salary policy, remuneration systems and corporate governance. The Committee also discussed, scrutinised and took decisions or issued reports on the following matters, which fall within its core remit:

  • 1. Remuneration of directors, senior management and key function holders. System and amount of annual remuneration.
  • 2. General Remuneration Policy and the Remuneration Policy for the Identified Staff.
  • 3. Analysing, drawing up and reviewing the remuneration programmes.

4. Proposals to the Board on Remuneration Reports and Policies to be submitted to the General Shareholders' Meeting. Reporting to the Board on proposals to the General Shareholders' Meeting.

Among other specific aspects of the year, the Committee analysed the remuneration conditions and contracts of new members of senior management, following the proposed restructuring of the Management Committee. In addition, the Committee was informed of the labour agreement signed at the beginning of the year with the workers' representatives, in which a wage compensation for inflation was set, explaining the general terms of the agreement and the negotiations.

Innovation, Technology and Digital Transformation Committee

Article 15 bis of the Regulations of the Board and the applicable regulations describe the organisation and operation of the Innovation, Technology and Digital Transformation Committee.

Number of members

The Committee is composed of seven members, five of whom (Francisco Javier Campo, Eva Castillo, Cristina Garmendia, Peter Löscher and María Amparo Moraleda) are considered independent directors and two of whom (José Ignacio Goirigolzarri and Gonzalo Gortázar) are considered executive directors.

Composition

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

The Innovation, Technology and Digital Transformation Committee will be formed of a minimum of 3 and a maximum of 7 members. The Chairman of the Board and the CEO will always sit on the Committee. The other members are appointed by the Board, on the recommendation of the Appointments and Sustainability Committee, paying close attention to the knowledge and experience of candidates on the subjects that fall within the Committee's remit.

The Chairman of the Board also chairs the Innovation, Technology and Digital Transformation Committee.

Distribution of committee members by category

(% of total committee members)

% of executive Directors 28.57
% of independent Directors 71.43

Number of sessions (C.1.25)

In 2023, the Committee held a total of 5 meetings.

Average attendance at sessions

The attendance of members, in person or by proxy, at the Committee's meetings during the year was as follows:

Member No. of
meetings in
20231
% Attendance
2023
José Ignacio Goirigolzarri 5/5 100
Gonzalo Gortázar 5/5 100
Francisco Javier Campo* 4/4 100
Eva Castillo 5/5 100
Cristina Garmendia 5/5 100
Peter Löscher** 3/3 100
María Amparo Moraleda 5/5 100

1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.

* Nominate member of the Committee on 31/03/2023.

**Appointed member of the Committee on 31/03/2023 and accepted his appointment on 15 May 2023, after having received the communication from the European Central Bank on his suitability to hold the office of director.

Functioning

It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee. The Committee must also meet when the Board or its Chair requests that a report be issued or a resolution carried.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

Its duties include:

  • Advising the Board on the implementation of the strategic plan in aspects relating to digital transformation and technological innovation and, in particular, reporting on plans and projects designed by CaixaBank in this field, as well as any new business models, products, customer relationships, etc. 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 and the advances and main trends and initiatives relating to technological innovation while studying the 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 innovations on market structure, the provision of financial services and customer habits. Among other aspects, the Committee will analyse the potential disruption of new technologies, the possible regulatory implications of their development, the impact in terms of cybersecurity and matters relating to the protection of privacy and data usage.

  • Stimulating discussion and debating on the ethical and social implications deriving from the use of new technologies in the banking and insurance businesses.

  • Supporting, in the exercise of their advisory functions, the Risk Committee and the Board of Directors in relation to the supervision of technological risks and aspects relating to cybersecurity, when they deem it appropriate.

Activities during the year

During the 2023 financial year, in compliance with its basic duties set out in the Articles of Association and the Board of Directors' Regulations, the Committee monitored the 2023 Technology Plan and the 2023 Innovation Plan. In particular, the Commission was briefed on developments in Artificial Intelligence (AI), the European Central Bank's Digital Euro Project, the integration of new methodologies in credit risk modelling, and technological trends in the sector.

In addition, as a body promoting reflection and debate on the ethical and social implications of the application of new technologies in the banking and insurance business, the Commission reviewed progress made in the governance of the ethical use of data, control and transparency in the use of AI systems. In this line, the Commission was informed in detail of the actions implemented to adapt the PIAS methodologies applied to Artificial Intelligence tools to comply with the General Data Protection Regulation (GDPR).

Finally, the Committee assessed the general threat environment, the main trends in cybercrime, and the lines of work to continue strengthening CaixaBank's resilience and security controls. The Committee monitored CaixaBank's cybersecurity strategy and the action plans defined in accordance with supervisory expectations.

Audit and Control Committee

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

Number of members

The Committee is composed of five members, elected and appointed on the basis of their knowledge, skills and experience in accounting, auditing, financial and non-financial risk management and such other areas as may be appropriate for the overall performance of its duties.

Composition

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

The Audit and Control Committee comprises exclusively non-executive directors, in the number determined by the Board, between a minimum of 3 and a maximum of 7 members. The majority of the members of the Audit and Control Committee are independent directors.

The Committee will appoint a Chairman from among the independent directors. The Chairman must be replaced every 4 years and may be re-elected once a period of 1 year from his/her departure has transpired.

The Chairman of the Committee acts as a spokesperson at meetings of the Board, and, as the case may be, at the Company's AGM. It may also appoint a Secretary and may appoint a Deputy Secretary. If no such appointments are made, the Secretary to the Board will assume these roles.

The Board will ensure that members of the Committee, particularly its Chairperson, have sufficient knowledge and experience in accounting, auditing or risk management, and in any other areas required for the Committee to fulfil all its duties.

Distribution of committee members by category

(% of total committee members)

% of proprietary Directors 40.00
% of independent Directors 60.00

Number of sessions (C.1.25)

In 2023, the Committee held a total of 14 sessions. During the said year, no sessions were held exclusively by telematic means.

Average attendance at sessions

The attendance of members during 2023 was as follows:

Member No. of
meetings in
20231
% Attendance 2023
Eduardo Javier Sanchiz 13/14 93
Francisco Javier Campo 13/14 93
Cristina Garmendia 14/14 100
Teresa Santero 14/14 100
José Serna 14/14 100

(1) This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.

Functioning

The Committee meets quarterly, as a general rule, but also whenever considered appropriate for the sound performance of its duties. The meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee. In order to carry out its duties, the Committee must have adequate, relevant, relevant and sufficient access to any information or documentation held by the Company, and it may request: (i) the attendance and collaboration of the members of the Company's management team or personnel; (ii) The attendance of the Company's auditors to deal with specific points of the agenda for which they have been convened; and (iii) advice from external experts when it deems it necessary. The Committee has set up an effective communication channel with its spokespersons, which will normally be the Committee Chair with the Company management and, in particular, the finance department; the head of internal audits; and the main auditor responsible for account auditing.

The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.

Its duties include:

  • Reporting to the AGM about matters raised that are within the Committee's remit, particularly 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 elaborating and presenting mandatory financial and nonfinancial information regarding the Company and, where relevant, the Group, reviewing the accounts, compliance with regulatory requirements in this area, the adequate definition of the consolidation perimeter, and the correct application of generally accepted accounting criteria.

  • Ensuring that the Board submits the annual Financial Statements and the management report to the AGM, without qualified opinions or reservations in the audit report and, if there are reservations, ensuring that the Committee's Chair and the auditors clearly explain the content and scope of those qualified opinions or reservations to shareholders.

  • Reporting to the Board, in advance, on the financial information and related non-financial information that the Company must periodically disclose to the markets and its supervisory bodies.

  • Overseeing the effectiveness of internal control systems, and discuss with the auditor any significant weaknesses identified in the internal control system during the audit, all without compromising its independence. For such purposes, and if appropriate, it may submit recommendations or proposals to the Board and set a deadline for follow-up.

  • Overseeing the effectiveness of the internal audit.

  • Establishing and overseeing a mechanism enabling the Company's employees, or those of the group to which it belongs, to confidentially (and anonymously, if deemed appropriate) notify of any potentially significant irregularities they may observe within the Company, particularly those of a financial and accounting nature, receiving periodical reporting on its functioning and being able to propose the relevant measures for improvement and reduction of the risk of irregularities in the future.

  • Monitoring the effectiveness of risk management and control systems, in coordination with the Risk Committee, where necessary.

  • Establishing appropriate relationships with the external auditor and evaluating and monitoring these relationships.

  • Monitoring compliance with regulations with respect to Related-Party Transactions and, previously, informing the Board of Directors on such transactions.

The Committee draws up an annual report on its operation, highlighting the main incidents occurring, if any, in relation to its duties. This report will serve as a basis, among others, and if applicable, for the evaluation of the Board. In addition, when the relevant Committee deems it appropriate, it will include in that report suggestions for improvement.

Activities during the year

During the 2023 financial year, the Committee, in compliance with its basic functions established in the Articles of Association and in the Regulations of the Board of Directors, supervised the processes of preparation and presentation of the mandatory financial and non-financial information prior to its formulation by the Board of Directors. It also reviewed and approved the accounting principles, measurement bases, judgements, estimates and practices applied by CaixaBank and supervised their compliance with accounting regulations and the criteria established by the competent regulators and supervisors.

The Audit Committee supervised the effectiveness of the Company's internal control and risk management systems, in coordination with the Risk Committee.

The Committee supervised the activities of the company's Regulatory Compliance area, and in particular the implementation of the Internal Reporting System in the company as a consequence of Law 2/2023 of 20 February, regulating the protection of persons who report regulatory infringements and the fight against corruption.

The Committee also supervised the activities of the Internal Audit function, in particular the monitoring of the Internal Audit Annual Plan 2023, the reviews carried out during the year, the degree of achievement of challenges in the area, the monitoring of its Strategic Plan for 2022-2024, and the declaration of its independence, among other activities. It also maintained a fluid and constant relationship with the external auditor and, among other activities, adequately verified its independence, the follow-up of the annual plan, and the carrying out of the audit work.

During the 2023 financial year, the Committee analysed and reported on related-party transactions carried out by the Company, in compliance with article 529 vicies et seq. of the Capital Companies Act, in addition to verifying compliance with the legally established requirements for this type of transaction delegated by the Board of Directors.

<-- PDF CHUNK SEPARATOR -->

Further details on the activities relating to certain matters within the Committee's remit are given below:

a) Oversight of financial information (C.1.28)

The powers delegated to the Board specifically include the duty of overseeing the dissemination of information and communications relating to the Company. Therefore, the Board is responsible for managing and overseeing, at the highest level, the information distributed to shareholders, institutional investors and the markets in genera. Consequently, the Board 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.

The Audit and Control Committee, as a specialised committee of the Board, is responsible for ensuring that the financial information is drawn up correctly. This is a matter to which it dedicates particular attention, alongside the non-financial information. Among other things, its duties involve preventing qualified opinions and reservations in external audit reports.

The people responsible for these matters attended almost all of the meetings held in 2023, enabling the Committee to become suitably familiar with the process of drawing up and presenting the mandatory financial information of the Company and the Group, particularly regarding the following points: (i) compliance with regulatory requirements; (ii) definition of consolidation perimeter; and (iii) application of the accounting principles, in particular with regard to the assessment criteria and the judgments and estimates.

Ordinarily, the Committee meets on a quarterly basis in order 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. In such cases, the internal auditor will be present and, if any report is to be issued, the external auditor will be present. At least one meeting a year with the external auditor will take place without the presence of the management team, so that they can discuss specific issues that arise from the reviews conducted. Similarly, during fiscal year 2023, the external auditor held a meeting with the full Board of Directors to report on the work carried out and on the evolution of the Company's situation with regard to its accounts and risks.

The annual individual and consolidated financial statements submitted to the Board for preparation are not previously certified. The above notwithstanding, we note that as part of the ICFR System, the financial statements for the year ended 31 December 2023, which form part of the annual financial statements, are to be certified by the Company's Head of Internal Control and Validation. (C.1.27)

b) Monitoring the independence of the external auditor

In order to ensure compliance with applicable regulations, particularly with regard to the status of the Company as a Public-Interest Entity, and the independence of the audits, the Company has a Policy on Relations with the External Auditor (updated in 2023) which sets out the principles that should govern the selection, hiring, appointment, re-election and removal of the auditor, as well as the framework for relations.

The external auditor will be appointed for an initial period of three years. The External Auditor Relations Policy provides that, once this initial period has elapsed, Auditors may be proposed for re-election for annual periods up to a maximum term of ten years, the reference year for re-election being the calendar year following the calendar year in which the Meeting at which the re-election is agreed upon is held. At the end of the maximum term of ten years, re-election shall only be possible, exceptionally, in the cases provided for in the regulations.

As an additional mechanism to ensure the auditor's independence, the Articles of Association state that the General Shareholders' Meeting may not revoke the auditors until the period for which they were appointed has ended, unless it finds just cause for doing so. (C.1.30)

The Audit and Control Committee is responsible for establishing relationships with the auditor in order to receive information on any matters which may jeopardise its independence, and on any other matters relating to the process of auditing the accounts. In all events, on an annual basis, the Committee must receive from the external auditor a declaration of its independence with regard to the Group, in addition to information on any non-audit services rendered to the Group by the external auditor or persons or entities related to it. Subsequently, prior to the disclosure of the audit report, the Committee will issue a report containing an opinion on the independence of the auditor. This report will include an assessment of such non-audit services that may have been rendered, considered individually and as a whole, and related to the degree of independence or the applicable audit regulations. (C.1.30)

6 6 25% 25%
Individual Consolidated Individual Consolidated
Number of consecutive years PWC
has been Caixabank's statutory
auditor (C.1.34)
% of years audited by PWC out of
total years audited (C.1.34)

The audit firm carries out other non-audit work for the Company and/or its group:

(C.1.32) CaixaBank Subsidiaries Total group
Amount of non-audit
work (€m)
1,316 222 1,538
% Amount of non
audit work / Amount
of audit work
45% 6% 24%

Note: The ratio indicated (24%) has been determined for the purpose of preparing the Annual Corporate Governance Report on the basis of the audit fees for the financial year 2023. For its part, 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 Article 4 (2) thereof, estimated on the basis of the average audit fees for the previous 3 financial years, amounts to 27% (see Note 37 to the consolidated financial statements).

Within the framework of the Policy on the Relationship with the External Auditor, and taking into consideration the Technical Guide on Audit Committees at Public-Interest Entities by the CNMV, the Audit and Control Committee issues an annual assessment of the quality and independence of the auditor, coordinated by the Director of Accounting, Management Oversight and Capital, with regard to the external audit process. This assessment covers: (i) compliance with requisites in terms of independence, objectivity, professional capacity and quality; and (ii) the suitability of audit fees for the assignment. On this basis, the Committee has proposed to the Board, and the Board has proposed 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 2024. (C.1.31)

The auditor's report on the financial statements for the preceding year does not contain a qualified opinion or any reservation. (C.1.33)

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

Unless by law it falls under the purview of the General Shareholders' Meeting, the Board is empowered to approve, subject to a report from the Audit and Control Committee, all transactions that the Company, or companies in its Group, undertake with: (i) Directors; (ii) shareholders who own 10% or more of the voting rights, or represented on the Board; or (iii) with any other person who must be regarded as a related party under International Accounting Standards, adopted in accordance with Regulation (EC) 1606/2002.

For these purposes, those transactions not classified as such in accordance with the law shall not be regarded as related-party transactions, and in particular: (i) transactions carried out between the Company and its directly or indirectly wholly owned subsidiaries; (ii) transactions carried out between the Company and its subsidiaries or investees, provided that no other party related to the Company has a stake in these subsidiaries or investees; (iii) the signing between the Company and any executive director or senior manager of a contract that regulates the terms and conditions of the executive duties that said director/manager is to perform, including the determination of the specific amounts or remuneration to be paid pursuant to said contract, which must be approved in accordance with the provisions herein; (iv) operations carried out on the basis of measures designed to safeguard the stability of the Company and undertaken by the competent authority responsible for its prudential supervision.

In operations that must be approved by the Board of Directors, the Board Members of the Company affected by the Related-Party Transaction, or who represent or are related to the shareholders affected by the Related-Party Transaction, must abstain from participating in the deliberation and voting on the agreement in question, under the terms provided by law.

In accordance with current regulations, the Board of Directors has currently delegated the approval of the following Related-Party Transactions:

  • a. Transactions between companies that are part of the Group that are carried out over the course of normal operations and on an arm's-length basis;
  • b. Transactions entered into under contracts whose standardised conditions are applied en masse to a large number of customers, are carried out at prices or rates established generally by the party acting as supplier of the goods or services in question, and whose amount does not exceed 0.5 per cent 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 Board of Directors of the Company, which do not individually exceed the amount of 5,000,000, nor, taken together with all other transactions with the same counterparty in the last twelve months, 0.35% of the Company's net turnover.

A report from the Audit and Control Committee will not be required to approve these transactions, although the Board of Directors shall establish an internal procedure for regular reporting and control, with the involvement of the Audit and Control Committee. CaixaBank has a Protocol on Related-Party Transactions (latest version December 2022) detailing the internal procedure which provides, among other matters, for half-yearly reporting to the Audit and Control Committee of related-party transactions whose approval has been delegated by the Board.

The granting by the Company of lines of credit, loans and other means of financing and guarantees to Directors, or to persons associated with them, shall comply with the regulations of the Board of Directors and with the regulations governing the organisation and discipline of credit institutions and the with supervisory body's guidelines in this matter.

The Company shall publicly announce, no later than the day of their execution, the Related-Party Transactions that the Company or the companies of its Group enter into and whose amount reaches or exceeds 5% of the total asset items, or 2.5% of the annual turnover, under the terms established by law. It shall also report the Related-Party Transactions in the half-yearly financial report, the annual corporate governance report and the consolidated annual accounts in the cases and within the scope provided for by law.

The Company is not aware of any relationship, whether of a commercial, contractual or family nature, among significant shareholders. Potential relations of a commercial or contractual nature with CaixaBank notwithstanding, within the ordinary

course of business and on an arm's-length basis. With the aim of regulating the relationship between the "la Caixa" Banking Foundation and CaixaBank and their respective groups and thus avoiding conflicts of interests, the Internal Relations Protocol (amended in October 2021) was signed. The main purpose of this protocol is: (i) to manage relatedparty transactions; (ii) to establish mechanisms to avoid the emergence of conflicts of interest; (iii) to govern the pre-emptive right over Monte de Piedad; (iv) collaboration on CSR and sustainability matters; and (v) to regulate the flow of information for compliance with the periodic reporting obligations. This Protocol is available on the corporate website and its compliance is monitored on an annual basis by the Committee.

Notwithstanding the above, the Internal Relations Protocol also sets out the general rules for performing transactions or providing services at arm's length, and identifies the services that companies in the FBLC Group provide or may provide to companies in CaixaBank Group and, likewise, those that companies in CaixaBank Group provide or may provide to companies in the FBLC Group. The Protocol establishes the circumstances and terms for approving transactions. In general the Board of Directors is the competent body for approving these transactions. In certain cases stipulated in Clause 3.4 of the Protocol, certain transactions will be subject to approval from the CaixaBank Board of Directors, which must have a report issued in advance by the Auditing Committee, whereby the same applies for all other signatories of the Protocol. (A.5+D.6)

Articles 29 and 30 of the Regulations of the Board regulate the non-compete obligation of Board members and applicable conflicts of interest, respectively: (D.6)

Directors will only be exempt from the non-compete obligation if it does not entail non-recoverable damage to the Company. Any director who has been granted such a non-compete waiver must abide by the terms contained in the waiver resolution and must invariably abstain from taking part in discussions and votes in which they have a conflict of interest.

Directors (directly or indirectly) have the general obligation to avoid situations that could involve a conflict of interest for the Group and, where there is a conflict, they have the duty to report the matter to the Board for disclosure in the financial statements.

Furthermore, key personnel are subject to certain obligations with regard to direct or indirect conflicts of interest under the Internal Code of Conduct in Securities Markets, including the obligation to act with freedom of judgement and loyalty to CaixaBank, its shareholders and its customers, to abstain from intervening in or influencing decisions that may affect people or companies with which there are conflicts of interest, and to inform Regulatory Compliance of such incidents.

Except for what may appear in Note 43 of the consolidated financial statements, during the year 2023 there was no knowledge of the existence of significant transactions due to their amount or relevant due to their subject matter, carried out between the Group and its related parties. (D.2, D.3, D.4, D.5)

Senior Management

The CEO, the Management Committee and the main committees of the Company are responsible for the daily management, implementation and development of the decisions made by the Governing Bodies,

Management Committee (C.1.14)

The Management Committee meets on a weekly basis to make decisions related to the Strategic Plan, Annual Operating Plan, and other areas that affect organisational life at CaixaBank.

It also approves structural changes, appointments, expense lines and business strategies.


3
Presence of women in Senior
Management at 31.12.23 (former CEO)
20% of total
0.010
%
Senior management's share in the
company's capital at 31.12.23 (former
CEO)
0.016
%
The total amount of shares generated
by incentive plans that are pending
delivery account for 0.016% of the total
share capital

IÑAKI BADIOLA

Corporate & Investment Banking Director

Education

He holds a degree in Economics and Business Science from the Complutense University in Madrid and a master's in Business Administration from the IE.

Career

With a career spanning over 20 years in the world of finance, he has held a number of roles in various companies across different sectors: technology (EDS); distribution (ALCAMPO); public administration (GISA); transport (IFERCAT); and real estate (Harmonia).

He was Executive Director of CIB and Corporate Director of Structured Finance and Institutional Banking.

LUIS JAVIER BLAS

Chief Operating Officer

Education

He holds a degree in Law from Universidad de Alcalá. AMP (Advanced Management Program) by ESE Business School (Universidad de los Andes - Chile), as well as other corporate management development programmes by IESE and INSEAD.

Career

Prior to joining CaixaBank, he spent 20 years in the BBVA Group. He also previously worked at the Accenture Group, Abbey National Bank Spain and Banco Central Hispano, at the start of his career

Other positions currently held

Currently, he is a Director of Caixabank Tech, S.L.U. and Director of SegurCaixa Adeslas, S.A. de Seguros y Reaseguros.

MATTHIAS BULACH

Head of Accounting Mgmt and Capital

Education

He holds a degree in Economics from the University of Sankt Gallen and CEMS Management Master's degree from the Community of European Management Schools.

Career

He joined "la Caixa" in 2006 as Head of the Economic Analysis Office, working on strategic planning, analysis of the banking and regulatory system and support to the Chairman's Office in restructuring the financial sector. Before his appointment as Executive Director in 2016, he was Corporate Manager of Planning and Capital. He was previously Senior Associate at McKinsey & Company, specialising in the financial sector and international projects.

He has been a Member of the Supervisory Board of Erste Group Bank AG and a member of its Audit Committee. He has also been a Director of CaixaBank Asset Management SGIIC S.A. and Chairman of its Audit and Control Committee.

Other positions currently held

Director of CaixaBank Payments & Consumer and Buildingcenter S.A.

ÓSCAR CALDERÓN

General Secretary and Secretary to the Board of Directors

Education

He holds a degree in Law from the University of Barcelona and he is a State Lawyer.

Career

He has served as State Lawyer in Catalonia (1999- 2003). Lawyer to the General Secretary's Office of "la Caixa" Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of "la Caixa" Caja de Ahorros y Pensiones de Barcelona until June 2014. He was also a Trustee and Deputy Secretary of "la Caixa" Foundation until its dissolution in 2014, as well as Secretary to the Board of Trustees of "la Caixa" Banking Foundation until October 2017.

Other positions currently held

Trustee and Secretary to the Board of Trustees of Fundación del Museo de Arte Contemporáneo de Barcelona (MACBA). He is also Secretary of the Foundation of Applied Economics (FEDEA) of the Board of Trustees of the CaixaBank Dualiza Foundation.

MANUEL GALARZA

Head of Control, Compliance and Public Affairs

Education

He holds a degree in Economics and Business Science from the University of Valencia. Extraordinary award for the bachelor's degree. Senior Executive Programme from ESADE. He is a qualified chartered accountant (Registro Oficial de Auditores de Cuentas).

Career

Since January 2011, he has held various senior positions at Bankia and was a member of Bankia's Management Committee from January 2019 until joining CaixaBank.

He has been a director of listed and unlisted companies, including Iberia, Realia, Metrovacesa, NH, Deoleo, Globalvía and Caser.

DAVID LÓPEZ

Chief Human Resources

Education

He holds a degree in Economics and Business Science from the University of Las Palmas de Gran Canaria. He has worked in both local and multinational companies, and his time at Arthur Andersen is particularly noteworthy.

Career

In 2001, he joined Caja de Canarias as Director of Human Resources and Systems. The following year, he was appointed Deputy Director General and Commercial Director of Caja Insular de Ahorros de Canarias. In 2011, once Bankia had absorbed Caja Insular, he was appointed as Deputy Commercial Manager and, subsequently, Commercial Director for the Canary Islands. Between 2012 and 2015, he was Territorial Director of the Canary Islands, and in July 2015 he became Territorial Director of southwest Madrid.

In January 2019, he was appointed Deputy Managing Director for People and Culture at Bankia, as well as a member of its Management Committee.

On 30 March 2021, he was appointed Chief Human Resources at CaixaBank.

Other positions currently held

Since March 2019, he has been Chairman of CECA's Labour Relations Committee.

MARÍA LUISA MARTÍNEZ

Head of Communications and Institutional Relations

Education

She holds a degree in Modern History from the University of Barcelona and in Information Sciences from the Barcelona Autonomous University. She completed the PADE programme at IESE Business School.

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 Director of Communications, Institutional Relations, Brand and CSR at CaixaBank, and since 2016 she has been the Executive Director (as well as member of the Steering Committee since May 2016) in charge of these areas. In April 2021 she was appointed Director of Communications and Institutional Relations.

Until May 2022, she has been Chairwoman of Autocontrol (a reference body in the self-regulation of the advertising industry in Spain).

Other positions currently held

Chairwoman of Dircom Cataluña, Member of Dircom Nacional, Vice-President of Corporate Excellence and Member of the Board of Directors of Foment del Treball.

JAUME MASANA

Business Director

Education

He holds a degree in Business Administration and a Master's in Business Administration from ESADE, and a CEMS, Community of European Management Schools Master's from the Università Commerciale Luigi Bocconi (Milan, Italy). He also completed the International Management Programme at Stern - New York University (Graduate School of Business Administration).

Career

Before joining CaixaBank, he developed his career at Catalunya Caixa (2010-2013), Caixa Catalunya (2008- 2010) and Caixa Manresa (1996-2008).

He has also worked in private equity at Granville Holdings PLC and in treasury at JP Morgan. He has taught international finance and investment banking at ESADE Business School in Barcelona.

Joined CaixaBank in 2013 and was Territorial Director for 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 Director and Chairman of Imaginersgen, S.A.

JORDI MONDÉJAR

Head of Risk

Education

He holds a degree in Economics and Business Management from the University of Barcelona. He is a qualified chartered accountant (Registro Oficial de Auditores de Cuentas).

Career

He worked at Arthur Andersen from 1991 to 2000 in the field of accounts auditing for financial and regulated institutions.

He joined "la Caixa" in 2000 and was Executive Director of Intervention, Management Control and Capital before his appointment as Head of Risk in 2016.

Other positions currently held

Non-Executive Chairman of Buildingcenter, S.A.

JORDI NICOLAU

Head of Payments and Consumer

Education

Graduate in Economics and Business Administration from the University of Barcelona and Master in Business Administration (MBA) from the Universitat Pompeu Fabra. He has also completed the Management Development Programme (PDD) at IESE, the ESADE "Leadership and Commitment" postgraduate course, the Advanced Studies Diploma (DEA) Third Degree at the University of Girona, and the "Leadership Excellence through Awareness and Practice Programme" (LEAP) at INSEAD.

Career

He joined CaixaBank in 1995, occupying different positions in the commercial network. Subsequently he was also Deputy Director and Executive Director of the Catalonia Territory, Director of the Barcelona Territory, and Director of Retail-Customer Experience & Day to Day.

Other positions currently held

CEO of CaixaBank Payments & Consumer.

Mr. Nicolau is also a Director at several entities of the CaixaBank Group: CaixaBank Tech, ImaginersGen and CaixaBank Facilities Management. He is also Chairman of the Board of Telefónica Consumer Finance, Chairman of Telefónica Renting, and Director of Comercia Global Payments.

JAVIER PANO

Chief Financial Officer

Education

He holds a degree in Business Science and an MBA from ESADE Business School.

Career

Since July 2014, he has been CFO of CaixaBank, heading the Markets, ALM and Investor Relations areas, Chairman of the ALCO Committee and responsible for managing liquidity and wholesale funding, having previously held positions of responsibility in the Capital Markets area.

Before joining "la Caixa" in 1993, he held senior positions at various companies.

Other positions currently held

Member of the Board of Directors and member of the Risk Committee, Nomination, Evaluation and Remuneration Committee of BPI, S.A., and Non-Executive Deputy Chairman of the Board of Directors and Member of the Nomination Committee of Cecabank, S.A.

Head of Internal Audit

Education

She holds a degree in Computer Science from the Polytechnic University of Catalonia. CISA (Certified Information System Auditor) and CISM (Certified Information Security Manager) certification accredited by ISACA.

Career

She has been Corporate Manager of Security and Resources Governance, and previously served as Head of Security and Service Control in IT Services. She also served as Head of Operations Audit.

Joined "la Caixa" in 2000. She previously worked in Arthur Andersen (1995-2000), working in roles relating to system and process audits and risk advisory.

EUGENIO SOLLA

Chief Sustainability Officer

Education

Graduate in Business Administration and Management from the University College of Financial Studies (CUNEF), master's degree in Credit Institution management at UNED and Executive MBA at IESE.

Career

In 2004, he joined Caja de Ahorros de Ávila until 2009, when he became Integration Coordinator at Bankia. In 2011, he joined Bankia's Chairman's Office as Director of Strategic Coordination and Market Analysis, and a year later became Director of the Office. Between 2013 and 2015, he was appointed Corporate Director of marketing of the company and, in July 2015, Corporate Director of the Madrid North Territorial Unit.

He was Deputy General Manager of Retail Banking and member of the Management Committee of Bankia from January 2019 until he joined CaixaBank.

Other positions currently held

He is currently Vice-Chairman of the CaixaBank Dualiza Foundation and, since January 2023, Trustee of the Seres, Society and Responsible Business Foundation.

JAVIER VALLE

Head of Insurance

Education

He holds a degree in Business Science and a master's in Business Administration from the ESADE Business School. Community of European Management School (CEMS) at HEC Paris.

Career

He has developed his professional career as General Manager at Bansabadell Vida, Bansabadell Seguros Generales, and Bansabadell Pensiones, and has also been CEO of Zurich Vida. He was CFO of the Zurich Group Spain and Director of Investments for Spain and Latin America.

Other positions currently held

He is a Director and CEO of VidaCaixa. He is vice-Chairman and member of the Executive Committee and Board of Directors of Unespa, as well as Director of ICEA.

He is also a Director of CaixaBank Tech and a Member of the Board of Directors of Esade Alumni.

He is also Vice-President of the Conference of European Bancassurers.

Member of the Insurance Advisory Board of the Directorate General of Insurance and Pension Funds.

MARIONA VICENS

Head of Digital Transformation and Advanced Analytics

Education

She graduated as a Mechanical Engineer from Catalunya Polytechnic University and has an MBA from the Kellogg School of Management, Northwestern University.

Career

She started her career at McKinsey & Co as a Senior Associate, working in the financial and pharmaceutical sectors.

Before joining CaixaBank, she developed his career in the areas of Strategy and Business Development at Novartis, with international experience in China and Switzerland.

She joined CaixaBank in 2012 as Director of Innovation, and since 2018 she has been Director of Innovation and Digital Transformation.

Other positions currently held

Director of CaixaBank Tech, S.L.U., Imaginersgen, S.A. and CaixaBank Payments & Consumer, E.F.C. E.P., S.A.

She is also the Chairwoman of CaixaBank Advanced Business Analytics, S.A.U.

Other Committees

The following is a description of the main committees:

Alco Committee (assets and liabilities)

This committee is responsible for the management, monitoring and control of structural liquidity, interest rate and exchange rate risks relating to CaixaBank's balance sheet.

It is responsible for optimising the financial structure of the CaixaBank Group's balance sheet and making it more profitable, including the net interest margin and the windfall profits in the Profit from Financing Operations; determining transfer rates with the various lines of business (IGC/MIS); monitoring prices, terms and volumes of the activities that generate assets and liabilities; and managing wholesale financing.

All of this, under the policies of the risk appetite framework and the risk limits approved by the Board.

Periodicity: Monthly.

Dependency: Management Committee. It reports to the Global Risk Committee.

Risks managed: Liquidity and Financing. Market. Interest rate risk in the banking book.

Regulation Committee

This committee is the decision-making body for all aspects related to financial regulation. Its functions include spearheading the activity to represent the Bank's interests, as well as the systematisation of regulatory activities, periodically assessing the initiatives carried out in this field.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Legal and regulatory. Conduct and compliance.

Information Governance and Data Quality Committee.

It oversees the coherence, consistency and quality of the information reported to the regulator and to the Group's management, providing a comprehensive view at all times.

Periodicity: Bimonthly.

Dependency: Management Committee.

Risks managed: Technological.

Global Risk Committee

It is responsible for the global management, control and monitoring of credit, market, operational, concentration, reputational, legal, regulatory compliance and any other risk included in the CaixaBank Group's Corporate Risk Catalogue, as well as the implications for liquidity, solvency and the consumption of regulatory and economic capital.

Periodicity: Monthly.

Dependency: Risk Committee.

Risks managed: All those in the Group's Corporate Risk Catalogue.

Corporate Criminal Management Committee

This Committee is responsible for managing any observations or reports made through any channel regarding the prevention of and response to criminal conduct. The main functions are: prevention, detection, response, report and monitoring of the model.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Conduct and compliance.

Permanent Lending Committee

It is responsible for officially approving loan, credit and guarantee operations, as well as investment operations in general that are specific to the Bank's corporate objective, and its approval level is defined in the Bank's internal regulations.

Periodicity: Weekly.

Dependency: Board of Directors.

Risks managed: Credit.

Transparency Committee

Its function is to ensure that all aspects that have or may have an impact on the marketing of products and services are covered in order to ensure the appropriate protection of customers, through transparency and the understanding thereof by the customers, especially retailers and consumers, and the suitability to their needs.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Legal and regulatory. Conduct and compliance. Reputational.

Diversity committee

Its mission is the creation, promotion, monitoring and presentation of actions to the corresponding bodies to increase diversity with a focus on the representation of women in management positions and to avoid the loss of talent, as well as in the other areas of diversity that are a priority for the Bank such as functional, generational and cultural diversity.

Periodicity: Quarterly.

Dependency: Management Committee.

Risks managed: Legal and regulatory. Reputational.

Recovery and Resolution Plan Committee

Periodically develop a recovery package to enable the entity to recover in a situation of financial stress. Along with additional information, it will ensure compliance with the ECB's requirements on the drafting of the Recovery Plan. On the other hand, the RRPC will ensure compliance with the recommendations of the SRB, and to ensure a level of resolvability with the expectations of the SRB.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Business returns. Own funds: Solvency. Liquidity and Financing. Legal and regulatory. Reputational.

Privacy Committee

It acts as the senior and decision-making body for all aspects relating to privacy and personal data protection within CaixaBank Group.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Legal and regulatory. Conduct and compliance.

Efficiency committee

The mission of this committee is to improve the organisation's efficiency, and it is responsible for proposing and agreeing with the Divisions and Subsidiaries the proposed annual cost and investment budgets to be presented to the Management Committee for approval.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Business returns. Own funds: Solvency.

It is responsible for approving CaixaBank's strategy and practices and overseeing them, as well as propose and presenting (for their approval by the corresponding Governing Bodies) general policies for managing corporate responsibility and reputation.

Its mission is to help CaixaBank to be recognised for its excellent sustainability management, strengthening the Bank's position through its socially responsible banking model.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Sustainability.

Reputational risk committee

It is responsible for coordinating, approving, managing and promoting the CaixaBank Group's initiatives and strategies in the area of reputation and reputational risk, and to track its management, as established by the Board of Directors in the Risk Appetite Framework (RAF). Its mission is to help CaixaBank be recognised for its excellent reputation, as well as to prevent and mitigate any reputational risk resulting from its activity.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Reputational.

Information Security Committee

It is the highest executive and decision-making body for all aspects related to Information Security at a corporate level.

Its purpose is to ensure the security of information in CaixaBank Group by applying the Corporate Information Security Policy and the mitigation of any identified risks or weaknesses.

Periodicity: Quarterly.

Dependency: Management Committee.

Risks managed: Conduct and Compliance and Technology.

Internal Code of Conduct Regulations Committee (ICCR)

It is responsible for adapting the actions of CaixaBank, its boards of directors, employees and representative to the standards of conduct that, in their activities related to the Securities Markets, they must respect and are contained in the Law on Securities Market and its implementing regulations.

Periodicity: Quarterly.

Dependency: Management Committee.

Risks managed: Conduct and compliance.

Global Recovery and Default Committee

It is responsible for reviewing and monitoring aspects related to non -performing and foreclosed assets. It proposes policies to mitigate and manage NPAs and recover impaired assets and it oversees and monitors compliance with the recovery and default targets set, and liaises with the various areas to take the steps needed to redress any deviations.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Credit.

Credit Risk Policy Committee

It approves, or where applicable, takes note of, and monitors the policies and criteria related to the granting and management of credit risk.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Credit.

Operational Risk Committee

It analyses and monitors CaixaBank Group's operational risk profile, and proposes the corresponding management measures.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Other operational risks.

Operational Resilience Committee

It is the body responsible for managing the Group's Operational Continuity function, as well as for designing, implementing and monitoring the Operational Continuity Management System.

Periodicity: Weekly (in normal conditions).

Dependency: Management Committee.

Risks managed: Technological.

Capital Committee

To give capital management a systematic and exhaustive level of analysis, in order to encourage a comprehensive vision, debate and decision-making, from all points of view and with the involvement of all the organisational groupings whose sphere of management has a direct impact on the Entity's capital management.

Periodicity: Monthly.

Dependency: Management Committee.

Risks managed: Eligible own funds/Solvency.

Internal Compliance Committee (ICC)

Responsible for promoting the development and implementation of AML/TF policies and procedures at the Group level. A collegiate body with decisionmaking functions.

Periodicity: Quarterly.

Dependency: Management Committee.

Risks managed: Conduct and compliance.

Impairment Committee

Establishing and monitoring the accounting translation of the credit quality impairment of the risks assumed (classification of impairment and determination of provisions), both arising from the use of collective models and the individual analysis of exposures.

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Credit.

Models Committee

It is responsible for the review and formal approval, as well as for managing, controlling and monitoring credit risk, market risk, operational risk, reputational risk, structural balance sheet risk, planning and projection of macroeconomic variables. It is also responsible for any methodology derived from the control function it holds, including the calculation of economic capital, regulatory capital and expected loss, and the estimation of risk metrics (risk-adjusted return on assets - RAR), in addition to reviewing risks to adapt them to the Regulations (Credit, Market, Other Operational, Liquidity, Reputational and Structural Balance Sheet).

Periodicity: Monthly.

Dependency: Global Risk Committee.

Risks managed: Credit; Market; Oper. R.; Liquidity R.; Reputational R.; Structural Balance Sheet R.

Incidents Committee

The Incidents Committee holds, by delegation of the Management Committee, the disciplinary power that, in accordance with art. 20 of the revised text of the Workers' Statute Law, the Entity has in relation to its employees. This power is exercised through the opening, analysis, discussion and resolution of all possible disciplinary proceedings that may arise

Periodicity: Weekly.

Dependency: Management Committee.

Risks managed: Conduct and compliance.

Interest Rate Reference Indexes Technical Contribution Committee

Ensure the adequacy of the Contribution Process to the applicable regulations and supervise its correct functioning, being responsible for defining and approving the contribution procedure.

Periodicity: Bimonthly.

Dependence: Management Committee.

Risks managed: Conduct and compliance.

The Product Committee

The main function attributed to the Product Committee is the approval of New Products. It also has other functions: To establish the criteria for determining what a New Product is; To validate whether a product should be considered a New Product or not; To supervise the Technical Office to ensure its proper functioning.

Periodicity: Every two weeks.

Dependence: Transparency Committee.

Risks managed: Legal and regulatory. Conduct and compliance. Reputational.

PIA Committee (Privacy Impact Assessment)

The main function attributed to the PIA Committee, as delegated by the Privacy Committee, is the analysis and, if necessary, the approval of new data processing. The purpose of the PIA committee is to assess, on a recurring basis, the risks, both from a legal and information security point of view, to the fundamental right to data protection of the data processing that we carry out.

Periodicity: Every two weeks.

Dependence: Privacy Committee.

Risks managed: Legal and regulatory. Conduct and compliance.

Delegated Committee for the Prevention of Money Laundering

Its function is to make the OCI more agile. With executive character and powers of prior discussion and establishment of action guidelines for the improvement of all operational aspects in AML/CFT (approval of client terminations, etc.).

Periodicity: Every two weeks.

Dependence: Internal Control Committee - ICC

Risks managed: Conduct and compliance.

Large auctions committee

It analyses, studies and determines the strategy in the field of large auctions for the CaixaBank Group. Study and, if necessary, authorisation of the awarding of real estate assets whose capital exceeds 600,000 euros.

Periodicity: Monthly.

Dependence: Permanent Lending Committee.

Risks managed: Credit.

Real Estate Asset Acquisition and Appraisal Committee (CVAAI)

It is responsible for the valuation and acquisition of real estate assets of the CaixaBank Group and for the definition of management actions for such assets accordingly and in accordance with its duties.

Periodicity: Every two weeks.

Dependence: Permanent Lending Committee.

Risks managed: Credit.

Remuneration

CaixaBank establishes the Remuneration Policy for its Directors on the basis of general remuneration policies, committed to a market position that allows it to attract and retain the talent needed to encourage behaviour that ensures longterm value generation and sustainability over time.

Market practices are analysed periodically with wage surveys and specific studies conducted as and when needed by top tier companies, with the samples of reference being those of entities in the European financial sector and IBEX 35 companies comparable to CaixaBank. External experts are also consulted on certain issues.

The Amendment to the Board Remuneration Policy applied to Directors' remuneration submitted by the Board to the binding vote of the General Meeting of 31 March 2023 received 76.03% of votes in favour. The consultative vote on the Annual Remuneration Report for the previous year obtained 76.63% of votes in favour. Both results were conditioned by a significant shareholder with a 17.32% stake, who abstained.

The nature of the remuneration received by the members of the Company's Board is described below:

(C.1.13)

  • 9,573 remuneration of the Board of Directors accrued in 20231 (thousands of €)
  • 4,151 amount of funds of current directors in long-term savings schemes with vested economic rights (thousands of €)

3,763 amount of funds of current directors in long-term savings schemes with nonvested economic rights (thousands of €)

0

→ amount of funds of former directors in long-term savings schemes (thousands of €)

No information is provided on consolidated pension rights for former directors, since the Company has no type of commitment (contribution or benefit) with former executive directors under the pensions system. (C.1.13). 1 The remuneration of Directors in 2023 as reported in this section takes the following changes in the composition of the Board and its Committees during the year:

During the 2023 financial year, a new director was appointed and re-election was held for three directors. Specifically, the Annual General Meeting approved the re-election of Gonzalo Gortázar (executive director), María Amparo Moraleda (independent director), and Cristina Garmendia (independent director) as members of the Board, as well as the appointment of Peter Löscher (independent director) as a new member. In addition, Eduardo Javier Sanchiz was appointed as Lead Independent Director, following the resignation of John S. Reed. As a result of the above re-election and appointment resolutions, the Board of Directors agreed on the same date to reorganise the composition of the different Board Committees, as explained in greater detail in the previous section of this Report: "Changes in the composition of the Board and its Committees in financial year 2023". At year-end 2023, the Board of Directors is composed of 15 members, with the Chairman and the Chief Executive Officer as the only members with executive functions.

Director remuneration has been prepared in accordance with the instructions of CNMV Circular 4/2013. As a result, there are differences with the note on remuneration in the Annual Accounts which have been determined on an accruals basis. In contrast to the information detailed here, the remuneration of directors in the annual accounts includes: (i) contributions to the long-term savings system (although such contributions are not consolidated); (ii) remuneration received for membership of Boards representing the Company outside the consolidated group (€26,000); and variable remuneration accrued in the year regardless of its deferral.

> DIRECTORS

The system provided for in the By-laws establishes that the remuneration of CaixaBank directorships should consist of a fixed annual amount to be determined by the Annual General Meeting, which remains in force until the Annual General Meeting agrees to modify it. In this regard, the remuneration of the members of the Board, in their capacity as such, consists solely of fixed components.

Non-executive Directors (those that do not perform executive functions) have a purely organic relationship with CaixaBank and, consequently, they do not hold contracts with the Bank to perform their duties, nor are they entitled to any form of payment should they be dismissed from their position as Director.

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

In relation to members of the Board with executive duties, the By-laws recognise remuneration for their executive functions, in addition to the directorship itself.

Therefore, the remuneration components of these functions are structured in due consideration of the economic context 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 tied to the achievement of previously-established annual and long-term targets and prudent risk management.

  • Pension scheme and other social benefits.

The nature of the components accrued in 2023 by the Executive Directors is described below:

Fixed component

Fixed remuneration for Executive Directors is largely based on the level of responsibility and the professional career of each Director, combined with a market approach taking account of salary surveys and specific ad hoc studies. The salary surveys and specific ad hoc studies used by CaixaBank are performed by top-tier companies, with the comparable sample being that of entities in the European financial sector and IBEX 35 companies comparable to CaixaBank.

Variable component

Variable remuneration scheme with multi-year metrics

Executive Directors have a recognised risk-adjusted variable remuneration scheme based on performance measurement that is awarded annually based on annual metrics with a long-term adjustment through the establishment of multiyear metrics.

This scheme is based solely on meeting corporate challenges. Annual factors, with quantitative (financial) and qualitative (non-financial) criteria, and multi-annual factors adjusting the payment of the deferred portion subject to multi-annual factors as a reduction mechanism are used to measure performance and assess results.

In line with the objective of a reasonable and prudent balance between fixed and variable remuneration components, the amounts of fixed remuneration of executive directors are sufficient and the percentage of variable remuneration with multi-year metrics over annual fixed remuneration, taking into account that it groups together both short and long-term variable remuneration, does not exceed 100%.

In line with our responsible management model, 30% of the annual and long -term variable remuneration granted to the Chairman and CEO is linked to ESG factors, such as Quality, Conduct and Compliance challenges and the mobilisation of sustainable finance. Likewise, in the adjustment with multi -year metrics of this variable compensation, 25% is linked to the challenge of Mobilising long-term sustainable finances. These factors are also included in the determination and adjustment of the variable compensation of the members of the Management Committee and the rest of the Identified Staff. As of 2024, these ESG factors have been included in the determination of the variable remuneration of the entire CaixaBank workforce.

> ANNUAL FACTOR METRICS

The corporate challenges, with a weighting of 100%, are set annually by the Board on the recommendation of the Remuneration Committee, subject to a degree of achievement [80%-120%], which is determined on the basis of the following concepts aligned with the strategic objectives:

Target Item RW Strategic Line
ROTE (Return on Tangible
Equity)
20% Business growth, developing the
best value proposition for our
clients
CER (Core Efficiency Ratio) 20% Business growth, developing the
best value proposition for our
clients
Variation in problematic assets 10% Business growth, developing the
best value proposition for our
clients
RAF (Risk Appetite Framework) 20% Business growth, developing the
best value proposition for our
clients
Quality 10% Operate in an efficient customer
service model, adapted as much
as possible to customer
preferences.
Compliance 10% Operate in an efficient customer
service model, adapted as much
as possible to customer
preferences.
Sustainability (mobilisation of
sustainable finance)
10% Sustainability - leaders in Europe

> MULTI-YEAR FACTOR METRICS

The aforementioned multi-year metrics will have associated compliance scales so that if the targets established for each are not met within the three-year measurement period, the deferred portion of the variable remuneration pending payment can be reduced but never increased.

Target Item RW
Strategic Line
CET1 25% Business growth, developing the best value
proposition for our clients
TSR (EUROSTOXX Banks Index
Average - Gross Return)
25% Business growth, developing the best value
proposition for our clients
Multi-year ROTE 25% Business growth, developing the best value
proposition for our clients
Sustainability (mobilisation of
sustainable finance)
25% Sustainability - leaders in Europe

Contributions to long -term savings schemes

Furthermore, the Chairman and CEO have agreed in their contracts to make pre fixed contributions to 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 in accordance with the same principles established for variable remuneration in the form of a bonus, based exclusively on annual measurement parameters, and is contributed to a Discretionary Pension Benefit Policy.

14,081 → Total remuneration of senior management (Former executive directors) in 20231 (thousands of €) (C.1.14)

1This amount includes the fixed remuneration, remuneration in kind, social security insurance premiums and discretionary pension benefits, along with other long -term benefits assigned to members of the Senior Management. This amount does not include the remuneration received for representing the Company on the boards of listed and other companies, both within and outside the consolidated group (1,299 thousand euros).

With regard to any agreements made between the company and its directors, executives or employees on severance or golden parachute clauses, see the following table (C.1.39):

C.1.39

Recipient number: 33

Type of beneficiary: Chairman, CEO and 2 members of the Management Committee, 3 Executives // 26 Middle Managers

Description of the agreement:

Chairman and CEO: One year of the fixed components of his remuneration.

Members of the Management Committee: 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 members of the committee for whom the indemnity to which they are legally entitled is still less than one year of their salary. Further, the Chairman, CEO and members of the Management Committee are entitled to one annual payment of their fixed remuneration, paid in monthly instalments, as consideration for their non -compete undertaking. This payment would be discontinued were this covenant to be breached. Executives and middle managers: 29 Executives and middle managers between 0.1 and 2 annual payments of fixed remuneration above that provided by law. Executives and middle managers of Group companies are included in the calculation. These clauses are approved by the Board of Directors and are not notified to the General

Shareholders' Meeting.

Internal Control and Risk Management over Financial Reporting (ICFR) Systems

Contents

  • → Environment for internal control over financial reporting (F.1)
  • → Governance and Decision-making bodies
  • → Organisational Structure and Leadership Roles
  • → Code of Ethics and Principles of Action and other internal policies
  • → Queries Channel and Whistleblower Channel
  • → Training
  • Risk assessment in financial reporting (F.2)
  • Procedures and activities for control over financial reporting (F.3)
  • → Review and authorisation procedures for financial reporting
  • → Procedures for IT systems
  • → Procedures for managing outsourced activities and independent experts
  • Reporting and communication (F.4)
  • → Accounting policies
  • → Mechanisms for financial reporting
  • Oversight of the operation of the system for Internal Control over Financial Reporting (F.5)
  • External auditor's report

Environment for internal control over financial reporting (F.1)

Governance and Decision-making bodies

> GOVERNING BODIES

Board of Directors

Responsible for implementing a risk governance framework commensurate with the Group's level of risk appetite, including an adequate and effective ICFR.

Audit and Control Committee

It monitors the effectiveness of internal control systems by ensuring that internal control policies and systems are effectively implemented, and it also monitors and assesses the effectiveness of financial risk management systems.

Risk Committee

It advises the Board on the Group's overall risk appetite and its strategy in this area, verifying that the Group has the means, systems, structures and resources in line with best practices to implement its strategy for managing any risks that could affect the reliability of financial reporting.

Appointments and Sustainability Committee

Its functions include proposing the Annual Corporate Governance Report to the Board and supervising and controlling the proper functioning of the Entity's corporate governance system.

> COMMITTEES

Management Committee

Acts as the communications channel between the Board of Directors and Senior Management. It is responsible for drafting the consolidated Strategic Plan and Budget, which are approved by the Board of Directors. In CaixaBank's own sphere of action, the Management Committee adopts resolutions affecting the Company's organisational activity. It also approves structural changes, appointments, expense lines and business strategies.

Global Risk Committee

Responsible for the overall management, control and monitoring of, inter alia, all risks with a potential impact on the reliability of information, as well as the implications for liquidity management, solvency and capital consumption. The Committee therefore will analyse the Group's global risk position and establish policies to optimise the management, monitoring and control of the risks within the framework of its strategic objectives.

> FUNCTIONAL AREAS

Financial Reporting Areas

The Executive Directorate of Financial Accounting, Control and Capital is the body that provides most financial reporting and requests the necessary collaboration from the other functional areas of the Company and its Group in order to obtain the level of detail deemed suitable for this information. However, other Directorates are also involved, both in the coordination and the creation of financial reporting.

Reliability of financial reporting

Information Reliability Management, who reports to the Directorate of Internal Control and Validation, is responsible for establishing policies and procedures for the management and control of the reliability of financial reporting. It is also responsible for reviewing the implementation of these policies by the financial reporting areas.

CaixaBank has two policies in place that establish the governance framework, management and review of the reliability of financial reporting:

  • Corporate policy on Information Governance and Data Quality (IGDQ), which establishes the Information Governance and Data Quality framework as a compendium of basic rules related to data integrity risk (one of the level 2 risks in the Group's corporate risk catalogue), including management, aggregation, control and use of data.

  • Corporate policy for the management and control of the reliability of information, which includes the necessary content for the management and control of the reliability of financial reporting as a whole and whose main objectives are to establish and define:

    • A reference framework that allows for adequate management and control to ensure the reliability of the financial reporting produced by the company, homogenising the criteria for control and verification activities.

    • The scope of the financial reporting to be produced.

Three specific standards derive from this policy, which further describe the activities undertaken:

(i) Standard for the management and control of the reliability of information (ii) Pillar III disclosure regulation and (iii) Disclosure regulation for financial statements, explanatory notes and the management report.

The purpose of the Standard for the management and control of the reliability of information is, among others, to develop in greater detail and depth the methodology applied for the management of the ICFR as well as the coordination with the Group's entities and the activities to be carried out by the Financial Information Reliability Department (hereinafter, the "Department") and other areas involved in the different processes related to the ICFR.

Organisational Structure and Leadership Roles

The review and approval of the organisational structure and the lines of responsibility and authority is carried out by the CaixaBank Board of Directors, through the Management Committee and the Appointments and Sustainability Committee.

The area of the Organisation designs the organisational structure of CaixaBank and proposes to the bank's governing bodies any suitable changes. Subsequently, the Human Resources Department proposes appointments to carry out the defined responsibilities.

Code of Ethics and Principles of Action and other internal policies

CaixaBank has established a series of values, principles and standards inspired by the highest standards of responsibility detailed below:

The Code of Ethics is the basis for guiding the actions of the people comprising the company, that is, the employees, directors and members of the Governing Bodies, and it affects all levels: in their internal professional relationships with the Company and in their external relationships with customers, suppliers and wider society. By means of the Code of Ethics, CaixaBank aligns itself with the highest national and international standards and takes an active stance against any type of unethical practices and any practices that are contrary to the general principles of action set out in its text.

This Code of Ethics is a company-wide document, so it applies throughout CaixaBank Group, serving as a reference for all companies in the Group. These companies' Governing and Management Bodies must make the necessary decisions to integrate its provisions, by either approving their own Code or by adhering to that of CaixaBank, duly adapted where appropriate.

CaixaBank's Board of Directors, as the body responsible for establishing the Company's general policies and strategies, is responsible for approving the Code of Ethics. The Code of Ethics is reviewed biennially or whenever circumstances require it. The latest approved update is dated May 2023.

CaixaBank bases its corporate and social actions on the Code of Ethic's following corporate values:

Quality: understood as the will to serve customers, providing them with excellent service and offering them the products and services that most suit their needs.

Trust: understood as the combination of integrity and professionalism, which is nurtured with empathy, communication, a close relationship and being accessible.

Social commitment: understood as the commitment to not only adding value for customers, shareholders and employees, but also contributing to developing a fairer society with greater equal opportunities. It is CaixaBank's heritage, its founding essence, that which distinguishes it and makes it unique.

Furthermore, its principles of action, developed from the corporate values, are as follows:

  • Compliance with current laws and standards.

  • Respect.

  • Integrity.

  • Transparency.

  • Excellence and Professionalism.

  • Confidentiality.

  • Social responsibility.

The following content set out in the principles is of note:

  • CaixaBank and its employees must act legally, ethically and professionally. CaixaBank's principles of action and reputation cannot be compromised under any circumstances.

  • CaixaBank's mission is to fully meet the financial needs of its customers through an appropriate and comprehensive product and service offer and excellent service quality, while committing to adding value for customers, shareholders, employees and society as a whole. Likewise, to provide customers with adequate explanations of the characteristics of the products and services we market in a precise, clear and truthful manner so that they can freely choose the product or service that best suits their needs and interests, and to ensure that they are aware of and understand the risks associated or inherent to them.

  • In all phases of the marketing of products and services, the interests and needs of the customer always prevail over those of CaixaBank, which acts with honesty and transparency in the information provided. It is important to guarantee an adequate level of protection through the implementation of transparency measures, with the support of informative material and the delivery of the necessary pre-contractual and contractual documentation in order to carry out a product commercialisation adjusted to the customer's needs and ensuring a long-lasting relationship of trust.

  • CaixaBank promotes clear, sufficient, balanced, objective and non-deceptive advertising, with simple and easy to understand language, without omitting necessary information, without creating false expectations, without misleading about the characteristics of the product or service offered, so that the prospective customer can make an informed decision about the products and services advertised.

  • The commitment to transparency extends to the whole of society in general. in particular, to shareholders and institutional investors through relevant financial and corporate information and the relationship with suppliers, through objective processes and agreements that guarantee best practices in ethics, social and environmental matters; and also with the media when it can be understood that opinions, statements or information that is disseminated are attributable to CaixaBank.

The values and principles of the Code of Ethics are passed on to CaixaBank Group's suppliers through the Code of Conduct for Suppliers, a mandatory standard that aims to disseminate and promote the values and principles in the suppliers' activities. This is a vital aspect in achieving the services' targets for growth and quality, and its alignment with CaixaBank's position and vocation is essential. Continuing with the processes of alignment to the highest standards, in 2023 the code was revised to incorporate an institutional message signed by the Chairman, and the content referring to Respect was reinforced with the inclusion of the concept of respect for diversity and expansion of the commitment to the environment. The wording on the section on Transparency was adjusted to expand the message and to provide clearer guidelines for employees' actions so that customers are properly informed. The text relating to the Regulatory Compliance function was expanded with the inclusion of a specific section on the Regulatory Compliance function, among others.

Based on the principles and values of the Code of Ethics, CaixaBank has put in place a company-wide Code of Conduct, that is, it is applicable to all the companies comprising the CaixaBank Group. The following points of this Code of Conduct are particularly relevant:

_CORPORATE POLICY ON COMPLIANCE WITH CRIMINAL LAW

This Policy establishes a general framework that guides the CaixaBank Group Crime Prevention Model.

Its objective is to ensure that a robust control environment is in place at all times to help prevent and avoid the commission of offences for conduct for which the legal person is criminally liable, including the ancillary offences set out in article 129 of the Criminal Code, as well as those relevant criminal risks at sector level in view of the activities carried out by the CaixaBank Group.

In 2023, a year of great legislative activity in this area, the policy was adapted by introducing offences related to degrading treatment and harassment in the workplace, sexual harassment and animal abuse, strengthening, if possible, the associated control environment.

_CORPORATE ANTI-CORRUPTION POLICY

The Policy is an essential tool to prevent CaixaBank Group companies and their external collaborators, directly or through intermediaries, from engaging in conduct that may be contrary to the law or to CaixaBank's principles of action.

CaixaBank takes an active stance against all types of corruption, adapting this Policy, which complements the Code of Ethics and is an integral part of the CaixaBank Group's Criminal Prevention Model, to the highest international standards. If local laws are stricter than this Policy, those will apply.

In 2023, the policy was reviewed, providing greater clarity, if applicable, to the general principles and incorporating the definition of public authorities and officials.

_CORPORATE POLICY ON CONFLICTS OF INTEREST OF THE CAIXABANK GROUP

It provides a global and harmonised framework of general principles and procedures of action to be taken to manage any real or potential conflicts of interest arising in the course of their respective activities and services.

_CORPORATE POLICY FOR THE PREVENTION OF MONEY LAUNDERING AND THE FINANCING OF TERRORISM (AML/CFT) AND MANAGING SANCTIONS AND INTERNATIONAL COUNTER-MEASURES WITHIN THE CAIXABANK GROUP

It actively promotes the implementation of the highest international standards in this area, in all jurisdictions where the CaixaBank Group operates.

_INTERNAL CODE OF CONDUCT IN THE SECURITIES MARKET (ICC)

This establishes the actions of CaixaBank and CaixaBank Group companies, as well as of their administrative and management bodies, employees and agents, to the rules of conduct on market abuse, with the aim of promoting transparency in markets and preserving the interest of investors, minimising the risks of conflicts of interest and ensuring adequate and timely information for investors and for the benefit of the integrity of the market.

_CORPORATE PRIVACY POLICY AND PERSONAL DATA PROTECTION

It establishes a general framework for the management of privacy and the processing of personal data in accordance with the laws and regulations in force at any given time. It sets out the principles that govern the actions of the Company and the companies of the CaixaBank Group in the processing of personal information, as well as the internal governance framework in matters of privacy.

_TELEMATIC CODE OF CONDUCT

It guarantees the proper use of the resources provided by CaixaBank and raises awareness of the importance of information security among employees. The scope of application extends to all employees and partners with access to the CaixaBank Group IT systems.

_CORPORATE POLICY FOR ACTION IN THE AREA OF COMPETITION LAW

This regulates compliance standards for the CaixaBank Group, its staff, and other interested parties in relation to competition law. CaixaBank believes in free, honest and fair competition. It is therefore essential to comply with these regulations in all activities, both in terms of the prohibition of anti-competitive behaviour and the control of economic concentrations and State aid.

_CODE OF CONDUCT FOR SUPPLIERS

This establishes the values and ethical principles that will govern the activity of CaixaBank's suppliers of goods and services, subcontractors and third-party collaborators. The Code is applicable to the suppliers of CaixaBank and Group companies with which it shares a purchasing management model.

_CORPORATE POLICY ON REGULATORY COMPLIANCE

It establishes and develops the nature of the Regulatory Compliance Function as the component responsible for, inter alia, promoting ethical business principles, reaffirming a corporate culture of respect for the law and ensuring compliance with the law by regularly verifying and assessing the effectiveness of the control environment of the obligations contained therein.

The function ensures the existence of an adequate control environment through the existence of internal rules and procedures associated with the main supervised risks, which are as follows:

> CONDUCT AND COMPLIANCE

  • Customer protection

  • Markets

  • Integrity

  • Tax Compliance

  • Privacy policy and personal data protection

  • Criminal Risk

  • Anti-Money Laundering and Terrorist Funding (AML/CFT) and International Sanctions

  • > LEGAL AND REGULATORY
  • Legal Advice.

  • Management of legislative changes/case law

  • Claims management

  • Trades management

  • Claims management

  • Tax management

Common to all these policies, CaixaBank has adapted Law 2/2023, of 20 February, regulating the protection of persons who report breaches of regulations and the fight against corruption, as explained in the section INTERNAL REPORTING SYSTEM/WHISTLEBLOWING CHANNEL.

> CORPORATE POLICY OF THE INTERNAL IT SYSTEM

A basic document that sets out the regulatory, operational and management framework of the CaixaBank Group's internal reporting system, the main channel for which is the Whistle-blowing Channel.

> INFORMATION MANAGEMENT PROCEDURE

This establishes the necessary provisions to ensure that the internal information system and the existing internal information channels comply with the requirements set out in Law 2/2023.

All of this is explained in the following sections.

During the 2023 financial year, CaixaBank successfully passed the follow-up audits for the following certifications:

  • UNE/ISO 37301 Compliance Management Systems

  • UNE 19601 Criminal Compliance Systems

  • UNE/ISO 37001 Anti-Bribery Management Systems

  • UNE 19602 on Tax Compliance

1 With the exception of the Telematic Code of Conduct and the Competition Law Policy, all the rules are available on the corporate website in their public version (http://www.caixabank.com); and internally, they are all accessible via the corporate intranet.

> TRAINING AND CIRCULATION

In terms of dissemination of/training on these regulations, it is an essential tool used to raise awareness of the commitment made by CaixaBank and its stakeholders. In this context, the training and awareness-raising plan in place at CaixaBank is detailed below:

Annual regulatory training mandatory for all employees. This training may entail variable remuneration. The training takes place on an internal platform and includes a final test, which makes it possible to ensure the pupil completes the courses successfully. The 2023 regulatory courses at CaixaBank related to Transparency in the Marketing of Insurance and Social Welfare Products; Anti-Money Laundering and Terrorist Funding; Climate change, decarbonisation and reporting; Vulnerable groups and Ethics and Integrity, which includes the following blocks: Code of Ethics, Consultation Channel, Conflicts of Interest, Crime Prevention Model, Anti-corruption Model, and Internal Information System / Whistleblower Channel.

Microtraining aimed at a specific audience or at the entire workforce. These courses are designed as training pills with specific content that are launched when there is a need to focus on a specific aspect. In 2023, the report on physical security in offices and buildings and information security was carried out; Impact of Act 8/21 on the treatment of people with disabilities; FATCA/CRS Regulations and Competition Law and New Model of Knowledge and Experience Test.

  • Training for new employees, who upon joining the company take a package of compulsory courses that include those on the main standards of conduct. These courses are also adapted for other groups, such as temporary agency staff and agents.

  • Training for new employees within the framework of the CaixaBank Experience programme and other groups (Private Banking Centres, Business Centres, Business Control and Corporate Investment Banking). Training sessions, inter alia, are held on Compliance, bringing together the main aspects of the risks overseen by Compliance: Integrity, Internal Governance, Conduct/Markets and Prevention of Money Laundering/Sanctions.

  • Circulars and informative notes aimed at disseminating CaixaBank's values and principles, such as the news on the "New Internal Information System-Whistleblowing Channel" of July 2023. In this news item, the aspects considered most relevant for CaixaBank employees with the entry into force of Law 2/2023 were set out.

> Training for members of the Management Committee

Throughout 2023, face-to-face training sessions were held for members of the Management Committee on Transparency in Insurance Marketing, AML/CFT, Sustainability and Ethics and Integrity.

As in CaixaBank, all Group entities affected by compliance risk have a training and awarenessraising plan that includes the elements described above, adapted to each of them. The corporate function at CaixaBank provides support in the preparation of these reports.

Additionally, members of the Group's Compliance area and other areas of the Bank are taking a Postgraduate course in CaixaBank Compliance (UPF), the aim of which is to enhance their professional development. The sixth edition begins in December 2023.

> Training for members of the Board of Directors

In 2023, training was given in the area of PBCFT to members of the Boards of CaixaBank and Group subsidiaries such as MicroBank, CPC, VidaCaixa and CaixaBank Asset Management.

In December 2023, the members of the CaixaBank Board of Directors also received training on the main regulatory developments.

All new recruits are given a document explaining the aforementioned regulations, which they declare they have read, understood and accepted in all its terms, and a questionnaire on compliance with high ethical standards.

> MONITORING AND CONTROL BODIES

Among the main bodies responsible for monitoring compliance with the regulations, the following stand out:

Corporate Criminal Management Committee, responsible for overseeing the performance of and compliance with the Criminal Prevention Model. It is a Committee with autonomous powers of initiative and control, with the capacity to raise consultations, request information, propose measures, begin investigations or carry out any process required in relation to crime prevention and managing the Crime Prevention Model.

The multidisciplinary committee is chaired by CaixaBank's Chief Compliance Officer and reports to the CaixaBank Global Risk Committee, to which it provides reports at least every six months and, in any event, whenever the Corporate Criminal Management Committee deems it appropriate. It also informs the Management Committee and Governing Bodies through the Board's Risk Committee (notwithstanding the functions of the Audit and Control Committee in overseeing the internal control system and company's Queries Channel and Whistleblower Channel) when the Corporate Criminal Management Committee submits matters to the Board of Directors.

For companies within CaixaBank's Criminal Perimeter, the Delegate of the Corporate Criminal Management Committee is of note. This person is designated by the

governing bodies and/or management of each company and assumes this role as the person with maximum responsibility for monitoring and managing the criminal prevention model at their organisation.

ICC Committee, a collegiate body responsible for compliance, risk identification and assessment, and monitoring of activity, in the area of the Internal Code of Conduct in the securities market.

The Committee is chaired by CaixaBank's Chief Compliance Officer and is a multidisciplinary, highlevel body with autonomous powers of initiative and control, invested with this status by CaixaBank's Board of Directors, the entity's highest governing body, which approves CaixaBank's Internal Code of Conduct in the securities market. Accordingly, the Committee has sufficient power to consult, request information, propose measures, initiate investigation procedures or take any other necessary action related to the Regulation. All these powers are considered with respect to all the instances and departments of CaixaBank or its Scope.

The ICC reports directly to the Management Committee in all matters concerning its functions, and may autonomously take such decisions as it deems appropriate to promote compliance with the ICN and its implementing rules.

The ICC, through its chairman, submits a half-yearly report on the Compliance Area to the Management Committee and the Board of Directors or its delegated committee.

>INTERNAL COMPLIANCE COMMITTEE

CaixaBank's Inter Compliance Committee (hereinafter the ICC) is a permanent collegiate body, with deliberative and decision-making functions, on which the areas of the entity in Spain and abroad are represented. It was created for the purpose of establishing and proposing policy and procedures to prevent money laundering and terrorist financing, and to comply with international financial sanctions and countermeasures regulations, thereby mitigating the inherent risks in these areas.

The scope of the ICC is not limited to CaixaBank but extends to the Group's subsidiaries subject to AML/CFT risk.

INTERNAL REPORTING SYSTEM/WHISTLEBLOWER CHANNEL

CaixaBank has a Whistle-blowing Channel that complies with regulatory requirements and national and international best practices to facilitate the confidential and swift reporting of irregularities that may be detected in the course of professional activity and which may involve breaches.

This year 2023, this Channel has been adapted to the new whistleblower protection regulations articulated through Law 2/2023, which regulates the protection of persons who report regulatory infringements and the fight against corruption.

A new policy and governance framework for the Internal Reporting System/Complaints Channel has been formalised through:

  • A. A GOVERNANCE process consisting of:
  • 1. Approval of the Corporate Policy of the internal information system,
  • 2. Approval of the Information Management Procedure.
  • 3. The creation of a new internal rule published on the corporate intranet in September 2023 and the appointment of a Compliance Officer by the CaixaBank Board of Directors in June 2023, and notification of the relevant authorities.

The creation of an information space on CaixaBank's corporate website in accordance with the provisions of the aforementioned Law 2/2023. To this end, a link has been included in the footer of the home page and a space of its own in the Responsible Culture - Ethics and Integrity Policies section (https://www.caixabank.com/es/sostenibilidad/cultu ra-responsable/canal-denuncias.html). This section also published the aforementioned Policy and Procedure.

This Law includes the legal regime of the Internal Information System, whose main channel is the Whistleblower Channel. In order to comply with all regulatory requirements, a number of adjustments have been made to this Channel.

Law 2/2023 expands the groups with access. In addition to those who already had access (directors, employees, staff of Temporary Employment Agencies (ETT), agents and suppliers), persons working for or under the supervision of suppliers, shareholders, former employees (whose employment relationship has ended) and job applicants have also been granted access. Therefore, as until the date of entry into force of this Law, in the case of complaints made by customers, they will be referred to the customer service channels that CaixaBank has established for this purpose.

Access to the Whistleblower Channel is maintained 24 hours a day, 365 days a year and from any type of device (corporate or personal), through the corporate platform https://silkpro.servicenow.com/canal_denuncias (also accessible through PeopleNow (Sites/Resources/Compliance) and the following new access routes have been introduced: e-mail ([email protected]),

postal mail (Av. Diagonal, 621-629, Z.I. - 08028, Barcelona (FAO. Compliance Department - Regulatory Risk Management and Group) and the possibility of requesting a face-to-face meeting, at the request of the interested party and through one of the above channels.

Considering the international presence of the CaixaBank Group, papers may be presented in Spanish, Catalan, English and Portuguese.

Adjustments have been made to the categories of complaints and the following have been incorporated:

  • a. Workplace and sexual harassment in the professional field
  • b. Health and safety at work / Occupational risk prevention
  • c. Tax obligations

The category relating to irregularities of a financial and accounting nature in transactions or financial information, understood as financial information that does not reflect the rights and obligations through assets and liabilities in accordance with the applicable regulations, as well as transactions, facts and events that are not in accordance with the applicable regulations, is maintained:

  • a. Are included in the financial information but which do not exist or which have not been documented at the corresponding time.
  • b. Have not been fully included in the financial information and in which the Company is the party concerned.
  • c. Are not recorded or evaluated in accordance with applicable regulations.
  • d. Are not classified, presented or disclosed in the financial information in accordance with regulations.

The general principles of the Internal Information System are detailed in the Corporate Policy of the Internal Information System, including:

  • Commitment of the Governing Bodies: CaixaBank's Board of Directors is responsible for implementing the Internal Information System.

  • Independence and Autonomy: the Group Compliance Officer, head of the Group's compliance function, assumes the role of System Manager.

  • Integration of Channels: The Internal Information System integrates the various internal information channels of the CaixaBank Group companies, the main channel being the Whistleblower Channel.

  • External information channel: at any time, any data subject may contact the independent authority for the protection of informants or the competent regional body.

  • Good faith: communications submitted must always be made in good faith, failing which appropriate legal or disciplinary action may be taken.

With regard to the guarantees:

Confidentiality throughout the handling process: prohibition on disclosing any information on the content of the complaints to third parties, whereby only to those persons directly involved in the handling process are aware of the content.

  • Protection measures: prohibition of any act constituting retaliation and taking such measures as may be necessary for the protection of the whistleblower.

  • Anonymity and non-traceability: communications may be registered or anonymous. Firm commitment to respect anonymity when this is the option chosen by the informant, in addition to the prohibition of tracking and tracing.

  • Rights of the affected persons: presumption of innocence and the honour of the persons concerned, as well as the right to be heard.

  • Partial outsourcing of management: In order to reinforce the independence, objectivity and respect for the guarantees offered by the Whistle-Blowing Channel, the Complaints management process is partially outsourced to an external expert, which reinforces the objectivity and due treatment of all Complaints, which are resolved using a rigorous, transparent and objective procedure, safeguarding in all cases the confidentiality of the interested parties.

In addition to CaixaBank, the Group companies affected by Law 2/2023 are those already included in the corporate Whistleblower Channel.

> QUERIES

The Queries Channel is another means of communication that the CaixaBank Group makes available to the groups defined by CaixaBank and to Group companies for the formulation of specific doubts arising from the application or interpretation of the rules of conduct. For CaixaBank, the groups with access are directors, employees, staff of temporary employment agencies, agents and suppliers.

One of the categories/typologies foreseen for the referral of queries is possible irregularities of a financial and accounting nature in transactions or financial information, as is the case with the Internal Reporting System.

The main characteristics of the Queries Channel are the following:

Accessibility 24 hours a day, 365 days a year, and from any type of device (corporate or personal), through the following access routes:

  • Directors, Employees (includes any type of employment contract and interns), Temporary Staff, Agents and similar

    • Internet: https://silkpro.service

      • now.com/canal_consultas
    • Corporate intranet or similar platform for each Group company with access to the Channel. For CaixaBank: Compliance portal in PeopleNow (Sites/Resources/Compliance),

    • Financial Terminal (only for CaixaBank).

  • Suppliers: through the Suppliers' Portal (https://proveedor.caixabank.com), both in the public and private sections, after identifying the supplier:

    • E-mail: Queries Channel. [email protected]

    • Post: Av. Diagonal, 621, Z.I. 08028, Barcelona (FAO. Compliance Department).

The concerned party may send the query at any time, through any type of device (corporate or personal) or medium. Considering CaixaBank Group's international presence, the Channel's platform allows parties to submit queries and complaints in Spanish, Catalan, English and Portuguese.

The Query Channel also offers a number of safeguards:

  • Confidentiality throughout the handling process and the express prohibition of disclosing any information on the content of the queries (this information will only be known by the persons who directly handle the query) to third parties.

  • No traceability: establishment of the appropriate IT means to ensure the automatic deletion of accesses to the Consultation Channel.

  • Confidentiality of the identity of the consultant: the team responsible for the management of consultations will only provide the name of the consultant to those Areas for which this information is essential to carry out the analysis of the consultation, with the prior consent of the consultant always being

necessary. Appropriate disciplinary action will be taken if, in addition to the above, the identity of the enquirer is revealed or if enquiries are made in order to obtain information on enquiries submitted.

From a governance standpoint, CaixaBank's Regulatory Compliance, through the Regulatory Risks and Group Division, is responsible for managing the CaixaBank Group's Query Channel, as well as for continuous monitoring and reporting at least every six months to the Management and Governing Bodies on the volume and main traffic indicators, with maximum confidentiality of the content and, in all cases, the identity of the enquirers.

Lastly, it is important to note that employees can report or enquire about situations that may involve a conflict of interest using the corporate conflict of interest platform and obtain the necessary guidelines for action through mitigating measures.

Such reporting is voluntary, except in cases where the employee wishes to conduct activities related to the main activities conducted by CaixaBank. Since 2022, in these cases, before starting the activity, the employee must report the activity in question via the aforementioned platform. Once the communication has been completed, Compliance analyses the nature and impact of the activity and tells the employee whether they can start/continue with the second activity and under what terms.

Training

CaixaBank Group ensures the provision of ongoing training plans adapted to the different positions and responsibilities of the staff involved in preparing and reviewing financial reporting, with a focus on accounting, audits, internal control (including ICFR), risk management, regulatory compliance and remaining up to date on legal/ tax matters.

These training programmes are used by members of the Directorate of Financial Accounting, Control and Capital, Directorate of Internal Audit, Compliance and Control, Directorate of Non-performing Loans, Recoveries and Assets, as well as the members of the Company's Senior Management. It is estimated that more than 35,400 hours of training in this area have been provided to 2,786 Group employees.

In particular, in terms of ICFR, an online course is launched each year with the following objectives: promote a culture of internal control in the organisation, based on the principles and best practices recommended by the CNMV; inform about the ICFR implemented in the Company; and promote the establishment of mechanisms that contribute to guaranteeing the reliability of the financial information, as well as the duty to ensure compliance with the applicable regulations. In 2023, this course was extended to cover other aspects related to the reliability of the information as a whole and was taken by 518 CaixaBank employees involved (directly or indirectly) in the process of preparing financial information (Accounting, Management and Capital Control, Internal Control and Validation, Internal Audit, among other groups), and nonfinancial information, and 42 were certified in 2022 (which only covered financial information).

Furthermore, the Directorate of Financial Accounting, Control and Capital is also active, alongside other areas of the Group, in sector-specific working groups on both the national and international levels. These groups address topics relating to accounting standards and financial matters.

With regard to the training provided to the members of the Board of Directors, in 2023 a training plan of 11 sessions was carried out, dedicated to the analysis of various topics such as different business areas, economic and financial information, sustainability, digital currencies and digital euro, relevant aspects of regulation, innovation and cybersecurity, among others. In addition, Directors receive up-to-date information on economic and financial developments on a recurring basis.

The Risk Committee has also included in the agenda of its regular meetings

13 one-off presentations which dealt in detail with relevant risks such as structural interest rate risk, fiduciary risk, the risk of the self-employed and micro-companies portfolio, conduct and compliance risk, external fraud risk, market risk, the risk of preventing money laundering in crypto-assets, legal risk, ESG risks and technological and information security risk, among others. Similarly, two training sessions were also held for Committee members on financial-actuarial risks and liquidity risk.

The Audit and Control Committee also included a total of 8 single-topic presentations in the agenda of its meetings, covering matters relating to audit, internal control and cybersecurity.

The Appointments and Sustainability Committee also held a training session for Committee members on the analysis of non-financial information.

Risk assessment in financial reporting (F.2)

The Group's Internal Control of Financial Reporting function adheres to the international standards established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its COSO II Model published in 2013, which covers the control objectives regarding: the effectiveness and efficiency of operations, the reliability of financial reporting, compliance with applicable laws and the safekeeping of assets.

The Group has its own methodology for identifying risks, which is implemented in the Group's main subsidiaries in a homogeneous manner, with regard to (i) the responsibility and implementation and updating; (ii) criteria to be followed and information sources to be used; and (iii) criteria to identify the significant components with regard to ICFR, as reflected in the following process:

_Identification of scope

which includes the selection of financial information, relevant items and the Group companies that generate it, on the basis of quantitative and qualitative criteria.

_Identification of the relevant group entities

and classifying them to determine the required standard of control for each one of them.

_Identification of the Group's

material processes that directly or indirectly affect the financial information that is generated.

_Identification of potential social risks

that may affect the processes.

_Documentation of existing controls

to mitigate the identified risks.

_Continuous evaluation of the effectiveness

of the internal control system over financial reporting, through bottom-up internal certification processes.

_Creating reports

and reporting to Governing Bodies.

The elements of the system of internal control over financial reporting are coordinated and operate together with the objective of preventing, detecting, offsetting, mitigating, or correcting errors with a material impact, or fraud in financial reporting. An appropriate ICFR therefore ensures that:

  • Transactions and events included in the financial information genuinely exist and were documented at the right time (existence and occurrence).

  • The information includes all transactions and events in which the Company is the party concerned (completeness).

  • Transactions and events are recorded and assessed in accordance with regulations in force (valuation).

  • The transactions and events are classified, presented and disclosed in the financial information in accordance with applicable regulations (presentation, disclosure and comparability).

  • On the corresponding date, the financial information reflects rights and obligations through the corresponding assets and liabilities, in accordance with applicable regulations (rights and obligations).

The risk identification process takes into account both routine transactions and less frequent transactions which are potentially more complex, as well as the effects of other types of risks (operational, technological, financial, legal, reputational, environmental, etc.). The entity also has an analysis procedure in place implemented by the various business areas involved in corporate transactions and non-recurring or special transactions, with all accounting and financial impacts being studied and duly reported.

The Directorate of Reliability of Financial Reporting reviews control activities designed to mitigate risks associated with the reliability of financial reporting. If, during the course of the year, circumstances arise that could affect the preparation of financial information, the Management must evaluate the need of incorporating new risks to those already identified.

Finally, the Audit and Control Committee is tasked with overseeing the process for preparing the regulated financial reporting process of the Group and ICFR, supported by the work of the Internal Audit function and the conclusions of the external auditor.

Procedures and activities for control over financial reporting (F.3)

CaixaBank promotes a culture within the Group that encourages a robust internal control framework that reaches throughout the organisation and enables fully informed decisions to be taken.

The internal control framework, in relation to the reliability of information, is structured by clearly defining the responsibilities and roles of all parties involved in the process of generating, reviewing and disclosing information and ensuring strict segregation of duties and the existence of several layers of independent control:

The operational areas responsible for generating information must integrate information reliability management and control into their procedures and processes. To do so, they must apply the policies and procedures governing the reliability of information; proactively implement identification, management and mitigation measures; establish and implement appropriate controls, as well as produce supporting evidence of their control activities, in order to obtain reasonable security in terms of the suitability, quality and reliability of this information. They will also be responsible for analysing the impact on risks and controls of new regulations that could affect the information produced.

In CaixaBank's specific area of activity, the main persons responsible for ensuring the reliability of financial information are, among others:

  • Directorate of Accounting, Management Control and Capital.

  • Risk Office.

  • Financial Directorate.

  • Sustainability Directorate.

  • General Secretariat.

  • Human Resources.

  • The Directorate of Compliance and Control is responsible for ensuring that management and control policies and procedures are in place to guarantee the reliability of information; it shall monitor its implementation, identify possible weaknesses in the control system, supervise implementation of action plans to make corrections and assess the control environment.

  • The Internal Audit function is an independent and objective assurance and consulting function designed to add value and improve the Group's operations. It helps the CaixaBank Group to accomplish its strategic objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. In particular, Internal Audit shall supervise the actions carried out both by the operational areas and by the Directorate of Compliance and Control in order to provide reasonable assurance to Senior Management and the Governing Bodies.

As the area responsible for compliance functions in the parent company, the Directorate of Compliance and Control assumes strategic orientation, supervision and coordination over the respective internal control functions of the subsidiaries while safeguarding the subsidiaries' own sphere of responsibility.

Review and authorisation procedures for financial reporting

The professional profile of the personnel involved in reviewing and authorising the financial information is of a suitable standard, with knowledge and experience in accounting, audit and/or risk management.

The preparation and review of financial information is carried out by the various areas of the Directorate of Financial Accounting, Control and Capital, which requests collaboration from the business units and support functions, as well as companies within the Group, in order to obtain the level of detail it deems necessary for this information. Financial reporting is monitored by the various hierarchical levels within this Directorate and other areas within the Company. Finally, the relevant financial information to be disclosed to the market is presented by the Directorate to the responsible Governing Bodies and to the Management Committee, where the information is examined and, if appropriate, approved. The Internal Control and Validation Management presents the conclusions of the ICFR certification to the same responsible Governing Bodies and to the Management Committee for examination and approval.

CaixaBank has in place a process whereby it constantly revises all documentation concerning the activities carried out, any risks inherent in reporting the financial information and the controls needed to mitigate said risks:

> OUTLINE OF DOCUMENTATION

01. PROCESSES/SUB-PROCESSES

02. RELATED FINANCIAL RISKS/ASSERTIONS

  • → Existence and Occurrence
  • → Integrity
  • → Quantitative
  • → Rights and Obligations
  • → Presentation, Disclosure and Comparability

03. CONTROL ACTIVITIES

  • → Importance (key/standard)
  • → Automation
  • → Evidence
  • → System (linked computer applications)
  • → Purpose (preventive/detective/corrective)
  • → Frequency
  • → Certification
  • → COSO Component
  • → Executor
  • → Validator

04. REPORTING TO SENIOR MANAGEMENT AND GOVERNING BODIES

→ Certification of the effectiveness of key controls

With respect to the systems used for ICFR management, the Company has the SAP Fiori tool (GRC tool) in place. This allows for a comprehensive management of the risks and process controls related to the preparation of financial information and relevant documentation and evidence. The tool can be accessed by employees with different levels of responsibility in the assessment and certification process for the Group's internal financial information control system.

During the 2023 financial year, quarterly certification processes have been carried out and no significant weaknesses have been revealed. In addition, for certain financial information to be disclosed to the markets, further certifications were carried out beyond those conducted at the end of the quarter as standard. In this case, also, no material weaknesses were detected.

The preparation of the consolidated financial statements required the Board of Directors to make certain judgements, estimates and assumptions in order quantify certain assets, liabilities, revenues, expenses and obligations shown in them. These judgements and estimates mainly refer to:

  • The measurement of goodwill and intangible assets.

  • The term of the lease agreements used in the assessment of the lease liabilities.

  • The fair value of assets, liabilities and contingent liabilities in the context of the purchase price allocation in business combinations.

  • Impairment losses on financial assets, and of the fair value of guarantees associated thereto, according to their classification in accounts, which entail the need to make judgements regarding: i) the consideration of 'a significant increase in credit risk' (SICR), ii) the definition of default; and iii) the incorporation of forwardlooking information and other aspects included in post-model adjustment.

  • The measurement of stakes in joint ventures and associates.

  • The methodologies and assumptions used in the valuation of insurance and reinsurance contracts, including but not limited to the determination of contract limits, hedging units, risk adjustment for non-financial risks, discount rates and the investment component.

  • The classification, useful life and impairment losses on tangible and intangible assets.

  • Impairment losses on non-current assets and disposal groups classified as held for sale.

  • Actuarial assumptions used to measure postemployment liabilities and commitments.

  • The measurement of the provisions required to cover labour, legal and tax contingencies.

  • The income tax expense based on the income tax rate expected for the full year and the capitalisation and recoverability of tax assets.

  • The fair value of certain financial assets and liabilities.

Procedures for IT systems

The IT systems which give support to processes regarding the preparation of financial information are subject to internal control policies and procedures which guarantee completeness when preparing and publishing financial information. Accordingly, the CaixaBank Group has a Corporate Information Security Policy, approved by the Board of Directors on an annual basis.

A series of documents emanate from it which form part of the CaixaBank Group's information security regulations, detailing all the controls, taking as a framework the requirements defined by international standards of good information security practices (such as the ISO/IEC 27000 family of standards, NIST, CAS, etc.), the directives and regulatory standards in force, the requirements of the control authorities (EBA, ESMA, EIOPA, APD, etc.), business requirements and the requirements of customers. All these controls are continuously monitored and reported to key actors inside and outside the organisation.

It also has certifications in this area, including:

  • The CaixaBank Group's corporate cybersecurity activities, based on the establishment, review and management of controls aimed at identifying, protecting, detecting, preventing and neutralising any type of cyber-attack through cyber-incident response and management (CSIRT). Governance, information protection, detection and prevention of cybersecurity and CSIRT processes are included from the Barcelona, Madrid and Porto offices. All of this in accordance with the Declaration of Applicability (certified by ISO 27001: 2013 (BSI)

  • The official CERT accreditation (Computer Emergency Response Team) recognises the Bank's ability to manage information security.

In addition, with regard to technological contingency, the Bank has in place a comprehensive Plan to guarantee its IT services are not interrupted. Strategies have been developed to recover information as quickly as possible. This IT Contingency Plan has been designed and operates according to ISO 27000.

Furthermore, the BSI has certified the CaixaBank's Business Continuity Management Plan is compliant with ISO 22301:2019, which certifies:

  • The commitment of CaixaBank's senior management with respect to Business Continuity and Technological Contingency.

  • The implementation of Business Continuity and Technological Contingency management best practices.

  • A cyclical process based on continuous improvement.

  • That CaixaBank has deployed and operates business continuity and technological contingency management systems which are compliant with international standards.

Which offer:

Trust

→ to our customers, investors, employees and society in general, in the Company's capacity to respond to serious incidents that affect business operations.

Compliance

→ with recommendations of regulators, the Bank of Spain, MiFID and Basel III in these areas.

Benefits

→ to the Company's image and reputation.

Audits

→ internal and external annual audits, which check whether our management systems are updated.

In terms of IT Governance, CaixaBank's information and technology (IT) governance model ensures that its IT services are aligned with the Organisation's business strategy and comply with all regulatory, operational and business requirements. IT governance is an essential part of overall governance and encompasses organisational structures and guidelines to ensure that the IT services support and facilitate the fulfilment of strategic objectives.

CaixaBank's IT Governance Regulatory Body is developed in accordance with the European Central Bank's technological risk guide.

CaixaBank's IT services have been designed to meet the business' needs, guaranteeing the following:

  • Segregation of duties.

  • Change management.

  • Incident management.

  • IT Quality Management.

  • Risk management: operational, reliability of financial reporting, etc.

  • Identification, definition and monitoring of indicators (scorecard).

  • Existence of governance, management and monitoring committees.

  • Periodic reporting to management.

  • Internal controls which include annual internal and external audits in addition to a comprehensive Technological Risk control framework.

Procedures for managing outsourced activities and independent experts

CaixaBank Group has a Cost, Budget Management and Purchasing Policy, approved by the Management Committee in June 2022, which defines the global reference framework for the companies of the Group, and details the general principles and procedures regarding the definition, management, execution and control of the budget for CaixaBank's operational and investment costs.

This policy is implemented by internal standards of the Group, which primarily govern processes relating

  • to: > Budget drafting and approval.
  • Budget execution and demand management.

  • Purchases and contracting services.

  • Payment of invoices to suppliers.

In addition, the CaixaBank Group has a Corporate Procurement Policy, approved by CaixaBank's Board in March 2023, which establishes the principles and premises governing procurement management, providing a global reference framework, as well as a governance framework. The Purchasing and Supplier Management Standard, which regulates the procurement processes, depends on this policy.

To ensure correct management of costs and engagement of suppliers, the CaixaBank Efficiency Committee has delegated duties to two committees:

  • Expenses and Investments Committee (EIC): reviews and ratifies all expenses and investment proposed by the various areas and subsidiaries in projects. It queries the need and reasonableness for expenditure by means of a profitability and/or efficiency analysis from the standpoint of the Company.

  • Purchasing Panel: ensures the proper implementation of the purchasing/engagement policies and procedures defined in the regulations, encouraging equal opportunities among suppliers. The Company's Code of Business Conduct and Ethics stipulates that goods must be purchased and services engaged objectively and transparently, avoiding situations that could affect the objectiveness of the people involved. Purchases above a certain threshold must be managed by the specialised team of buyers for the given purchase category: IT, Professional Services and Operations, Marketing and Communication, Facilities and Works and General Services.

The purchasing process is the negotiation and contracting process that allows agreements to be established with suppliers whose proposals represent a competitive advantage, in terms of total costs and suitability of the quality-service relationship, for the CaixaBank Group. CaixaBank manages purchases under the following Procurement Principles: Efficiency, Sustainability, Integrity and Transparency, Compliance, Proximity and Monitoring.

Among others, the Committee's main functions are to:

  • Analyse the supplier market

  • Identify innovation in the market

  • Maintain a transversal vision of needs

  • Register and approve suppliers

  • Trading

  • Manage the awards process

  • Collaboration in the formalisation of the contract with the successful supplier

Purchases are managed through a corporate trading tool. When selecting suppliers, criteria of participation, objectivity, professionalism, transparency and equal opportunities are applied. The approval of awards is governed by the matrix of powers in force at any given time. This matrix has been approved by the Efficiency Committee.

CaixaBank Group has a Corporate Purchasing tool called SAP Ariba offering a quick and easy communication channel that provides access to the comprehensive purchasing management tool, including the approval of suppliers. Through this channel, suppliers register accepting the Procurement Principles and the Code of Conduct for Suppliers and submit all the necessary documentation and certifications when bidding for contracts and processing their standardapproval for eligibility.

CaixaBank has a Corporate Outsourcing Risk Management Policy whose update was approved by the Board of Directors on 27 July 2023. It is mainly based on the Guidelines on Outsourcing EBA/GL/2019/02 of the European Banking Authority (EBA) and Rule 43 of Circular 2/2016 and 3/2022 of the Bank of Spain. The Policy establishes the corporate principles and premises that regulate the outsourcing process from start to finish. In addition, the Policy establishes the scope, governance, management framework and risk control framework of CaixaBank Group, on which the actions to be carried out in the full life cycle of outsourcing must be based.

The Policy, prepared by the Directorate of Non-Financial Risk Control in collaboration with Outsourcing Governance Directorate, ensures:

  • The commitment of CaixaBank Senior Management with outsourcing governance.

  • The existence of outsourcing management initiative best practices.

  • A cyclical process based on continuous improvement. to ensure that it is in line with the relevant standards and best practices of the national and international banking sector.

Formalisation of this Policy means:

  • Our customers, investors, employees and other stakeholders trust in the decision-making and control process for outsourcing initiatives.

  • Compliance with the recommendations of regulators, such as the Bank of Spain and the EBA, in these matters.

  • Advantages in terms of the Company's image and reputation.

CaixaBank continues to increase its control efforts, ensuring that future outsourcing does not represent a loss of supervision, analysis and enforcement capacities of the service or activity in question.

The following procedure is followed when there is a new outsourcing initiative:

Analysis

→ of the applicability of the outsourcing model to the service to be outsourced.

Quantitative

→ of the decision to outsource using criticality, risks and the associated outsourcing model.

Approval

→ of the risk associated with the initiative by an internal collegiate body and communication to the Supervisor for non-objection, where appropriate.

Application

→ of the supplier.

Internal transfer

→ of the service to the external provider.

Follow-up and monitoring

→ and of the activity or service provided.

All outsourced activities are subject to controls, largely based on service performance indicators and mitigation measures included in the contract. These help mitigate the risks detected in the outsourcing decision assessment. Each person in charge of an outsourced activity shall request that the supplier report all indicators and keep these upto-date. These are then reviewed internally on a periodical basis.

In 2023, the activities outsourced to third parties in relation to valuations and calculations of independent experts mainly concerned the following:

  • Internal and technological audit services.

  • Financial consulting and business intelligence services.

  • Consulting services linked to risk models and regulatory compliance.

  • Marketing and purchasing services.

  • Information technology services.

  • Financial services.

  • Financial, Tax, Legal and Regulatory consulting services.

  • Processes related to Human Resources

  • Processes relating with Cybersecurity and Information Systems.

Reporting and communication (F.4)

Accounting policies

The exclusive responsibility for defining and communicating the Group's accounting criteria falls to the Directorate of Accounting and Comprehensive Legal Reporting, specifically the Accounting Policies and Regulation Department, which is integrated into the Directorate of Accounting, Control Management and Capital.

Its responsibilities include monitoring and analysing regulations relating to financial reporting applicable to the Group, for their interpretation and subsequent application in financial reporting, uniformly across all companies that comprise the Group; it also continually updates accounting criteria applied for any new kind of contract or operation, or any regulatory change.

The monitoring of new regulations in relation of nonfinancial reporting is also included among the duties of the Accounting Policies and Regulation Department. In particular, it carries out a continuous analysis of the new information requirements and the trends in national, European and international regulations in terms of sustainability and non-financial reporting. Alongside the other relevant areas in CaixaBank Group, it analyses the resulting implications and works to ensure that these implications are managed and incorporated into the Group's working practices.

Furthermore, this Department analyses and studies the accounting implications of individual transactions, to anticipate impacts and ensure the correct accounting process is applied in the consolidated financial statements, and resolves any questions or conflicts surroundings accounting matters that are not included in a cost sheet, or where there are any doubts regarding their interpretation.

Ongoing communication is maintained with the rest of the Directorate of Accounting and Comprehensive Legal Reporting, sharing when necessary the accounting queries concluded by the Department and providing an explanation of the technical reasoning behind them or the interpretations made, as well as the issues under analysis.

In the process of creating new products, through their participation in the Group's Product Committee, they analyse the accounting implications of the products on the basis of their characteristics, whereby this analysis leads to the creation or update of a cost sheet, detailing all the potential events that a contract or transaction may involve. In addition, the main characteristics of the administrative operation, tax regulations, accounting criteria and applicable standards are described. Registrations and modifications in cost sheets are communicated immediately to the Organisation and can mostly be consulted on the Company intranet.

This department also participates in and supports the Regulation Committee of CaixaBank Group in terms of regulations on financial and non-financial reporting. In the event of any applicable regulatory change that must be implemented in the Group, the Department communicates this to the Departments or Group subsidiaries affected and participates or leads the implementation projects for such changes where relevant. With regard to the Audit and Control Committee, it coordinates and prepares all the documentation relating to the Directorate of Financial Accounting, Control and Capital, and it is responsible for reporting on a quarterly basis the judgments and estimates made during the period that have impacted the consolidated financial statements.

The Accounting Policies and Regulation Department is also involved in individual projects related to sustainability and non-financial reporting, be it in transversal Group projects, internal and external training courses, or through its participation in working groups with peers and external stakeholders.

The aforementioned financial reporting activities are materialised in the existence and maintenance of an Accounting Policy Manual which sets out the accounting rules, principles and criteria adopted by the Group. This manual guarantees the comparability and quality of the financial information of all companies of the Group, and is complemented by the queries received by the Department. Communication with operation managers is permanent and fluid.

Additionally, the Policies and Regulation Department is responsible for developing training activities on accounting developments and amendments in the organisation's relevant business departments.

Mechanisms for financial reporting

CaixaBank has internal IT tools that ensure completeness and homogeneity in the preparation processes for financial reporting. All the applications have IT contingency mechanisms to ensure the conservation and accessibility of information under any circumstances.

For the purposes of elaborating consolidated information, both CaixaBank and the companies that comprise the Group use specialised tools to employ information capturing, analysis and preparation mechanisms with homogeneous formats. The accounts plan, which is incorporated in the consolidation application, has been defined to comply with requirements of the various regulators.

With respect to the systems used for ICFR management, as previously mentioned, the Company has the SAP Fiori tool in place. This tool works to guarantee completeness and reflect the existing risks and controls.

Oversight of the operation of the system for Internal Control over Financial Reporting (F.5)

The Audit and Control Committee is entrusted with overseeing the preparation and submission process for regulated financial information and the effectiveness of the internal control and risk management systems in place at the Company. These duties are explained in detail in the section "The Administration — The Board Committees — Audit and Control Committee". In addition, the CAA also oversees the ICFR through the statements signed by its managers and the bottomup certification carried out by Information Reliability Management.

The Internal Audit function, represented in the Management Committee, is governed by the principles contained in the CaixaBank Group Internal Audit Regulations, approved by the CaixaBank Board of Directors. It is an independent and objective function that offers a systematic approach to the assessment of risk management processes and controls, as well as corporate governance. Its purpose is to support the Audit and Control Committee in its supervisory role. In order to establish and ensure this independence, Internal Audit reports to the Chair of the Audit and Control Committee, without prejudice to obligation to report to the Chair of the Board of Directors for the proper performance of its duties.

Internal Audit has 232 auditors working in various teams specialising in certain fields. These include a group tasked with coordinating the oversight of processes relating to CaixaBank Group's financial reporting, which is attached to the Directorate of Accounting, Solvency and Human Resources Auditing.

The activities of the internal audit function are periodically reported to the Audit and Control Committee, which, in turn, reviews the following within the scope of the financial information reliability risk: (i) internal audit planning and the adequacy of its scope; (ii) the conclusions of the audits carried out and the impact on financial reporting; and (iii) monitoring corrective action.

Internal Audit implements a specific work programme to review the design, effectiveness and adequacy of the Group's ICFR based on the evaluation of the regulatory environment developed by the company, the control implemented in the main subsidiaries, the identification of the material areas affected by ICFR, the monitoring of control certifications, as well as, for certain processes, the review of the risks identified, controls implemented and evidence provided of their execution. Based on this, the Internal Audit function publishes an annual global report which includes an assessment of the performance of ICFR during the year. The 2023 assessment focused on:

  • Analysis of compliance and good practices established by the CNMV guide.

  • Verification of the application of the Corporate Policy for the Management and Control of Information Reliability and the Standard for the Management and Control of Information Reliability to ensure that the ICFR at corporate level is adequate.

  • Assessing the hierarchical attestation of the key controls identified process.

  • Evaluation of the descriptive documentation of relevant processes, risks and controls included in the Audit Plan.

Furthermore, in 2023, the Internal Audit carried out a range of reviews of processes that affect the generation, preparation and presentation of financial information, focused on financial and accounting areas, corporate risk management, financial instruments, information systems and the insurance business, among other matters.

The Company also has procedures for regular discussions with its external auditor, which assists the Audit and Control Committee and reports on its audit planning and the conclusions reached before publishing the results, as well as any weaknesses found in the internal control system.

External auditor's report

In accordance with the recommendation concerning the Auditor's Report included in the guidelines on the information relating to Internal Control over Financial Reporting in Listed Companies published by the National Securities Market Commission on its website, the auditor of the financial statements of CaixaBank has reviewed the information on internal control over financial reporting system. The final report concludes that, as a result of the procedures applied regarding information on ICFR, there are no relevant inconsistencies or incidents.

This report is attached as an Appendix to the Annual Corporate Governance Report.

Extent of compliance with corporate governance recommendations (G)

Cross-reference table of compliance with or explanation of the recommendations in terms of Corporate Governance

RECOMMENDATION 1 RECOMMENDATION 2 RECOMMENDATION 3 RECOMMENDATION 4
N
O
DESCRIPTI
The By-laws of listed companies should not place
an upper limit on the votes that can be cast by a
single shareholder, or impose other obstacles to
the takeover of the company by means of share
purchases on the market.
When the listed company is controlled, pursuant
to the meaning established in Article 42 of the
Commercial Code, by another listed or non-listed
entity, and has, directly or through its subsidiaries,
business relationships with that entity or any of its
subsidiaries (other than those of the listed
company) or carries out activities related to the
activities of any of them, this is reported publicly,
with specific information about:
a.
The respective areas of activity and possible
business relationships between, on the one
hand, the listed company or its subsidiaries
and, on the other, the parent company or its
subsidiaries.
b.
The mechanisms in place to resolve possible
conflicts of interest.
During the annual general meeting the chairman
of the board should verbally inform shareholders
in sufficient detail of the most relevant aspects of
the company's Corporate Governance,
supplementing the written information circulated
in the Annual Corporate Governance Report. In
particular:
a.
Changes taking place since the previous
annual general meeting.
b.
The specific reasons for the company not
following a given Good Governance Code
recommendation, and any alternative
procedures followed in its stead.
The company should draw up and implement a
policy of communication and contacts with
shareholders and institutional investors, in the
context of their involvement in the company, as
well as proxy advisors, which complies in full with
market abuse regulations and accords equitable
treatment to shareholders in the same position.
This policy should be disclosed on the company's
website, complete with details of how it has been
put into practice and the identities of the relevant
interlocutors or those charged with its
implementation.
Further, without prejudice to the legal obligations
of disclosure of inside information and other
regulated information, the company should also
have a general policy for the communication of
economic-financial, non-financial and corporate
information through the channels it considers
appropriate (media, social media or other
channels) that helps maximise the dissemination
and quality of the information available to the
market, investors and other stakeholders.
ANT
MPLI
7CO
Yes Not applicable Yes Yes
NTS
ME
M
CO
This Recommendation is not deemed to be
applicable as CaixaBank is not a company
controlled by another entity, listed or otherwise, in
the sense of Article 42 of the Commercial Code.

RECOMMENDATION 5

N
O
The Board of Directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount
exceeding 20% of capital at the time of such delegation.
When a Board approves the issuance of shares or convertible securities without pre-emptive subscription rights, the company should immediately post a report on its website explaining the exclusion as
envisaged in company legislation.
DESCRIPTI
Partial compliance
ANT
MPLI
CO
Law 5/2021 of 12 April, which amended the Capital Companies Act, expressly imposed as a general prohibition for listed companies the possibility that the General Shareholders' Meeting may delegate to the
Board of Directors the power to increase the share capital, excluding pre-emptive subscription rights, by an amount exceeding 20% of the share capital at the time of authorisation. Similarly, it limited the
delegation of the power to issue convertible bonds with exclusion of pre-emptive subscription rights, so that the maximum number of shares into which the bonds may be converted, added to the number of
shares issued by the directors under the delegation to increase capital, does not exceed 20% of the share capital. However, in the case of credit institutions, the Law expressly allows this 20% limit not to be
applied to convertible bond issues, provided that these issues comply with the requirements of Regulation (EU) 575/2013 and are therefore considered additional Tier 1 capital instruments of the issuing credit
institution.
CaixaBank, by its nature as a credit institution, is expressly authorised by law not to apply the 20% limit to convertible bond issues carried out with exclusion of pre-emptive subscription rights, provided that
these issues comply with the requirements of Regulation (EU) 575/2013 and are considered additional Tier 1 capital instruments of the issuing credit institution. The General Shareholders's Meeting of 22 May
2020 authorised the Board of Directors to increase the capital on one or more occasions, within a period of five years from that date, by the maximum nominal amount of EUR 2,990,719,015 (50% of the share
capital at the time of authorisation), through the issue of new shares, the consideration for the new shares to be issued consisting of cash contributions, with the power to set the terms and conditions of the
capital increase. The authorisation of the General Shareholders' Meeting of 22 May 2020, currently in force, provides for the delegation to the Board of the power to exclude, in whole or in part, the pre-emptive
subscription right, although in this case, in line with current legislation, the total amount of capital increases will be limited, in general, to a maximum of 1,196,287,606 euros (20% of the share capital at the time
of authorisation). As an exception, the resolution of 22 May 2020 provides that this limit shall not apply to the increases in share capital that the Board may approve, with suppression of pre-emptive
subscription rights, to cover the conversion of convertible securities that the Board of Directors resolves to issue pursuant to the authorisation of the General Meeting of Shareholders, with the general limit of
2,990,719,015 euros applying to such capital increases.
NTS In this regard, the General Shareholders' Meeting held on 14 May 2021 resolved to authorise the Board of Directors to issue convertible securities that enable or are intended to meet regulatory requirements
for their computability as additional Tier 1 regulatory capital instruments, complying with the requirements set forth in Regulation (EU) 575/2013, up to a maximum aggregate amount of EUR 3,500,000,000,000
and for a period of three years, with the power to exclude pre-emptive subscription rights in the event that the corporate interest so justifies.
ME
M
Pursuant to the above, capital increases agreed by the Board of Directors to cover the conversion of these securities shall not be subject to the limit of 1,196,287,606 euros.
CO It should be noted that as of 3 May 2021, the Capital Companies Act expressly stipulates that the 20% limit will not apply to convertible bond issues by credit institutions, provided that these issues comply with
the requirements set out in Regulation (EU) 575/2013 on prudential requirements for credit institutions and investment firms in order for the convertible bonds issued to qualify as additional Tier 1 capital
instruments of the issuing credit institution, as is the case of the securities authorised for issue by the General Meeting of Shareholders of 14 May 2021, in which case the general limit of 50% for capital
increases applies.
At the last General Shareholders' Meeting held on 8 April 2022, the reports of the Board of Directors and BDO Auditores S.L.P. were communicated and made available to the shareholders. (independent expert
appointed by the Mercantile Registry) for the purposes of the provisions of article 511 of the Capital Companies Act, relating to the issue of preference shares convertible into shares for a total nominal amount
of 750,000,000 euros and excluding pre-emptive subscription rights. This issue was approved by the Board of Directors on 29 July 2021 under the delegation of powers granted in its favour by the Ordinary
General Shareholders' Meeting of 14 May 2021, as published in a communication to the CNMV through Other Relevant Information of the same date.
In addition, on 16 February 2023, the Board of Directors approved the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding pre-emptive
subscription rights, the definitive terms being fixed on 1 March 2023, as published in a communication from OIR on the same date.
On 3 January 2024, CaixaBank reported the approval of an issue of preferential shares, eventually convertible into new issue shares (Additional Tier 1) worth EUR 750 million, with the pre-emptive subscription
right disapplied. The preference shares are perpetual, although they may be redeemed under specific circumstances at the option of CaixaBank and, in all cases, are convertible into ordinary newly-issued
shares of the entity if CaixaBank or the CaixaBank Group has a Common Equity Tier 1 ratio (CET1), of less than 5.125%, calculated in accordance with European Regulation 575/2013 of 26 June of the European
Parliament and Council, on prudential requirements of credit institutions and investment firms. The issuance was aimed exclusively at professional investors and eligible counterparties, and retailers were
expressly excluded.
Details of the instruments issued under this agreement are presented in Note 23.3 to the Annual Financial Statements.

RECOMMENDATION 6 RECOMMENDATION 7 RECOMMENDATION 8 RECOMMENDATION 9
N
O
DESCRIPTI
Listed companies drawing up the following reports
on a voluntary or compulsory basis should publish
them on their website well in advance of the
annual general meeting, even if their distribution is
not obligatory:
a.
Report on auditor independence.
b.
Reviews of the operation of the Audit
Committee and the Appointments and
Remuneration Committee.
c.
Audit Committee report on third-party
transactions.
The company should broadcast its general
meetings live on the corporate website.
The company should have mechanisms that allow
the delegation and exercise of votes by electronic
means and even, in the case of large-cap
companies and, to the extent that it is
proportionate, attendance and active participation
in the general shareholders' meeting.
The Audit Committee should strive to ensure that
the financial statements that the Board of
Directors presents to the general shareholders'
meeting are drawn up in accordance to accounting
legislation.
And in those cases where the auditor includes any
qualification in its report, the chairman of the
Audit Committee should give a clear explanation at
the general meeting of their opinion regarding the
scope and content, making a summary of that
opinion available to the shareholders at the time
of the publication of the notice of the meeting,
along with the rest of proposals and reports of the
board.
The company should disclose its conditions and
procedures for admitting share ownership, the
right to attend general meetings and the exercise
or delegation of voting rights, and display them
permanently on its website.
Such conditions and procedures should encourage
shareholders to attend and exercise their rights
and be applied in a non-discriminatory manner.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 10 RECOMMENDATION 11
N
O
DESCRIPTI
When an accredited shareholder exercises the right to supplement the agenda or submit new
proposals prior to the general meeting, the company should:
a.
Immediately circulate the supplementary items and new proposals.
b.
Disclose the model of attendance card or proxy appointment or remote voting form duly modified
so that new agenda items and alternative proposals can be voted on in the same terms as those
submitted by the Board of Directors.
c.
Put all these items or alternative proposals to the vote applying the same voting rules as for those
submitted by the Board of Directors, with particular regard to presumptions or deductions about
the direction of votes.
d.
After the general meeting, disclose the breakdown of votes on such supplementary items or
alternative proposals.
In the event that a company plans to pay for attendance at the general meeting, it should first establish
a general, long-term policy in this respect.
ANT
MPLI
CO
Partial compliance Yes
NTS
ME
M
CO
With regard to section c), the Board agrees that there are different presumptions about the direction of
the vote for proposals submitted by shareholders and those submitted by the Board (as established in
the Regulations of the Company's General Meeting), opting for the presumption of a vote in favour of
agreements proposed by the Board of Directors (because the shareholders absent for the vote have
had the opportunity to record their absence so their vote is not counted and they can also vote early in
another direction through the mechanisms established for that purpose) and for the presumption of a
vote against agreements proposed by shareholders (since there is a probability that the new proposals
will deal with agreements that are contradictory to the proposals submitted by the Board of Directors
and it is impossible to attribute opposite directions for their votes to the same shareholder.
Additionally, shareholders who were absent have not had the opportunity to assess and vote early on
the proposal).
Although this practice does not reflect the wording of Recommendation 10, it does better achieve the
final objective of Principle 7 of the Good Governance Code which makes express reference to the
Corporate Governance Principles of the OECD, which outline that the procedures used in Shareholders'
Meetings must ensure the transparency of the count and the adequate registration of votes, especially
in situations of voting battles, new items on the agenda and alternative proposals, because it is a
measure of transparency and a guarantee of consistency when exercising voting rights.

RECOMMENDATION 12 RECOMMENDATION 13 RECOMMENDATION 14 DESCRIPTION The Board of Directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interest, understood as the creation of a profitable business that promotes its sustainable success over time, while maximising its economic value. In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to principles of good faith, ethics and respect for commonly accepted customs and good practices, but also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and other stakeholders, as well as with the impact of its activities on the broader community and the natural environment. The Board of Directors should have an optimal size to promote its efficient functioning and maximise participation. The recommended range is accordingly between five and fifteen members. The Board of Directors should approve a policy aimed at promoting an appropriate composition of the board that: a. Is concrete and verifiable. b. It ensures that appointment or re-election proposals are based on a prior analysis of the competences required by the board. c. Favours diversity of knowledge, experience, age and gender. Therefore, measures that encourage the company to have a significant number of female senior managers are considered to favour gender diversity. The results of the prior analysis of competences required by the board should be written up in the Appointments Committee's explanatory report, to be published when the general shareholders' meeting is convened that will ratify the appointment and re-election of each director. The Appointments Committee should run an annual check on compliance with this policy and set out its findings in the Annual Corporate Governance Report. COMPLIANT Yes Yes Yes COMMENTS

RECOMMENDATION 15 RECOMMENDATION 16 RECOMMENDATION 17
N
O
DESCRIPTI
Proprietary and independent Directors should constitute an ample
majority on the Board of Directors, while the number of executive
Directors should be the minimum practical bearing in mind the
complexity of the corporate group and the ownership interests they
control.
The number of female directors should
represent at least 40% of the total number of members of the board
of directors before the end of 2022 and not being below 30% before
that time.
The percentage of proprietary Directors out of all non-executive
Directors should be no greater than the proportion between the
ownership stake of the shareholders they represent and the
remainder of the company's capital.
This criterion can be relaxed:
a.
In large cap companies where few or no equity stakes attain
the legal threshold for significant shareholdings.
b.
In companies with a plurality of shareholders represented on
the board but not otherwise related.
Independent Directors should be at least half of all Board members.
However, when the company does not have a large market
capitalisation, or when a large cap company has shareholders
individually or concertedly controlling over 30 percent of capital,
independent Directors should occupy, at least, a third of Board
places.
ANT
MPLI
CO
Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 18 RECOMMENDATION 19 RECOMMENDATION 20 RECOMMENDATION 21
N
O
DESCRIPTI
Companies should post the following Director
particulars on their websites, and keep them
permanently updated:
a.
Professional experience and background.
b.
Directorships held in other companies, listed
or otherwise, and other paid activities they
engage in, of whatever nature.
c.
Statement of the Director class to which they
belong, in the case of proprietary Directors
indicating the shareholder they represent or
have links with.
d.
Dates of their first appointment as a board
member and subsequent re-elections.
e.
Shares held in the company, and any options
on the same.
Following verification by the Appointments
Committee, the Annual Corporate Governance
Report should disclose the reasons for the
appointment of proprietary directors at the urging
of shareholders controlling less than 3 percent of
capital; and explain any rejection of a formal
request for a Board place from shareholders
whose equity stake is equal to or greater than that
of others applying successfully for a proprietary
directorship.
Proprietary Directors should resign when the
shareholders they represent dispose of their
ownership interest in its entirety. If such
shareholders reduce their stakes, thereby losing
some of their entitlement to proprietary Directors,
the latter's number should be reduced accordingly.
The Board of Directors should not propose the
removal of independent Directors before the
expiry of their tenure as mandated by the By-laws,
except where they find just cause, based on a
proposal from the Appointments Committee. In
particular, just cause will be presumed when
Directors take up new posts or responsibilities that
prevent them allocating sufficient time to the work
of a board member, or are in breach of their
fiduciary duties or come under one of the
disqualifying grounds for classification as
independent enumerated in the applicable
legislation.
The removal of independent Directors may also be
proposed when a takeover bid, merger or similar
corporate transaction alters the company's capital
structure, provided the changes in board
membership ensue from the proportionality
criterion set out in Recommendation 16.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 22 RECOMMENDATION 23 RECOMMENDATION 24 RECOMMENDATION 25
N
O
DESCRIPTI
Companies should establish rules obliging
directors to disclose any circumstance that might
harm the organisation's name or reputation,
related or not to their actions within the company,
and tendering their resignation as the case may
be, and, in particular, to inform the board of any
criminal charges brought against them and the
progress of any subsequent trial.
When the board is informed or becomes aware of
any of the situations mentioned in the previous
paragraph, the board of directors should examine
the case as soon as possible and, attending to the
particular circumstances, decide, based on a
report from the Appointments and Remuneration
Committee, whether or not to adopt any measures
such as opening of an internal investigation, calling
on the director to resign or proposing his or her
dismissal. The board should give a reasoned
account of all such determinations in the Annual
Corporate Governance Report, unless there are
special circumstances that justify otherwise, which
must be recorded in the minutes. This is without
prejudice to the information that the company
must disclose, if appropriate, at the time it adopts
the corresponding measures.
Directors should express their clear opposition
when they feel a proposal submitted for the
board's approval might damage the corporate
interest. In particular, independents and other
Directors not subject to potential conflicts of
interest should strenuously challenge any decision
that could harm the interests of shareholders
lacking board representation.
When the Board makes material or reiterated
decisions about which a Director has expressed
serious reservations, then he or she must draw the
pertinent conclusions. Directors resigning for such
causes should set out their reasons in the letter
referred to in the next Recommendation. The
terms of this Recommendation also apply to the
Secretary of the Board, even if he or she is not a
Director.
Directors who give up their position before their
tenure expires, through resignation or resolution
of the general meeting, should state the reasons
for this decision, or in the case of non-executive
directors, their opinion of the reasons for the
general meeting resolution, in a letter to be sent to
all members of the board.
This should all be reported in the Annual
Corporate Governance Report, and if it is relevant
for investors, the company should publish an
announcement of the departure as rapidly as
possible, with sufficient reference to the reasons
or circumstances provided by the director.
The Appointments Committee should ensure that
non-executive Directors have sufficient time
available to discharge their responsibilities
effectively.
The Board of Directors regulations should lay
down the maximum number of company boards
on which Directors can serve.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 26 RECOMMENDATION 27

N
O
DESCRIPTI
The Board should meet with the necessary frequency to properly
perform its functions, eight times a year at least, in accordance with
a calendar and agendas set at the start of the year, to which each
Director may propose the addition of initially unscheduled items.
Director absences should be kept to a strict minimum and quantified in the Annual Corporate Governance Report. In the event of absence,
Directors should delegate their powers of representation with the appropriate instructions.
ANT
MPLI
CO
Yes Partial compliance
NTS
ME
M
CO
In the event of unavoidable absences, in order to prevent de facto changes to the balance of the Board of Directors, legislation allows for
delegation to another director (non-executives only to other non-executives) - this is established in Principle 14 of the Good Governance
Code and also envisaged in By-laws (article 37), as well as the Board's Regulations (article 17), which determine that Directors must
personally attend Board meetings. However, when they are unable to do so in person, they shall endeavour to grant their proxy in writing,
on a special basis for each meeting, to another Board member, including the appropriate instructions therein. Non-executive Directors may
only delegate a proxy who is another non-executive Director, while independent Directors may only delegate to another independent
Director.
It should also be noted that CaixaBank's Corporate Governance Policy states that in relation to the duty of directors to attend Board
meetings, if they cannot attend in person for justified reasons, they shall endeavour to grant their proxy in writing, and separately for each
meeting, to a fellow Board member. Every effort must be made to ensure that each and every director attends at least 80% of Board
meetings. As such, proxies are a comparative rarity at CaixaBank.
The Board of Directors considers, as good corporate governance practice, that when directors are unable to attend meetings, proxies are
not generally delegated with specific instructions. This does not amend, de facto, the balance of the Board given that delegations may only
be made by non-executive directors to other non-executive directors, and independent directors may only delegate to other independent
directors, while directors are always required to defend the company's corporate interest regardless of their director status.
Moreover, and reflecting the freedom of each director who may also delegate with the appropriate instructions as suggested in the Board's
Regulations, the decision to delegate without instructions represents each director's freedom to consider what provides most value to their
proxy, and they may finally decide on the grounds that they want to give their proxy freedom to adapt to the result of the Board meeting
debate. This, in addition, is in line with the law on the powers of the Chairman of Board, who is given, among others, the responsibility of
encouraging a good level of debate and the active involvement of all directors, safeguarding their right to adopt any position or stance they
see fit.
Therefore, the freedom to appoint proxies with or without specific instructions, at the discretion of each director, is considered good
practice and, specifically, the absence of instructions is seen as facilitating the proxy's ability to adapt to the content of the debate.

RECOMMENDATION 28 RECOMMENDATION 29 RECOMMENDATION 30 RECOMMENDATION 31
N
O
DESCRIPTI
When Directors or the Secretary express concerns
about some proposal or, in the case of Directors,
about the company's performance, and such
concerns are not resolved at the meeting, the
person expressing them can request that they be
recorded in the minute book.
The company should provide suitable channels for
Directors to obtain the advice they need to carry
out their duties, extending if necessary to external
assistance at the company's expense.
Regardless of the knowledge Directors must
possess to carry out their duties, they should also
be offered refresher programmes when
circumstances so advise.
The agendas of Board meetings should clearly
indicate on which points directors must arrive at a
decision, so they can study the matter beforehand
or gather together the material they need.
For reasons of urgency, the Chairman may wish to
present decisions or resolutions for board
approval that were not on the meeting agenda. In
such exceptional circumstances, their inclusion will
require the express prior consent, duly minuted, of
the majority of directors present.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 32 RECOMMENDATION 33 RECOMMENDATION 34 RECOMMENDATION 35
N
O
DESCRIPTI
Directors should be regularly informed of
movements in share ownership and of the views
of major shareholders, investors and rating
agencies on the company and its group.
The Chairman, as the person responsible for the
efficient functioning of the Board of Directors, in
addition to the functions assigned by law and the
company's By-laws, should prepare and submit to
the Board a schedule of meeting dates and
agendas; organise and coordinate regular
evaluations of the board and, where appropriate,
the company's Chief Executive Officer; exercise
leadership of the Board and be accountable for its
proper functioning; ensure that sufficient time is
given to the discussion of strategic issues, and
approve and review refresher courses for each
Director, when circumstances so dictate.
When a coordinating director has been appointed,
the By-laws or Regulations of the Board of
Directors should grant him or her the following
powers over and above those conferred by law:
chair the Board of Directors in the absence of the
Chairman or Vice-Chairmen; give voice to the
concerns of non-executive directors; maintain
contact with investors and shareholders to hear
their views and develop a balanced understanding
of their concerns, especially those to do with the
Company's corporate governance; and coordinate
the Chairman's succession plan.
The Board Secretary should strive to ensure that
the Board's actions and decisions are informed by
the governance recommendations of the Good
Governance Code of relevance to the company.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 36 RECOMMENDATION 37 RECOMMENDATION 38 RECOMMENDATION 39
N
O
DESCRIPTI
The Board in full should conduct an annual evaluation, adopting,
where necessary, an action plan to correct weakness detected in:
a.
The quality and efficiency of the Board's operation.
b.
The performance and membership of its committees.
c.
The diversity of Board membership and competences.
d.
The performance of the Chairman of the Board of Directors
and the company's Chief Executive.
e.
The performance and contribution of individual directors, with
particular attention to the chairs of Board committees.
The evaluation of Board committees should start from the reports
they send the Board of Directors, while that of the Board itself
should start from the report of the Appointments Committee.
Every three years, the Board of Directors should engage an external
facilitator to aid in the evaluation process. This facilitator's
independence should be verified by the Appointments Committee.
Any business dealings that the facilitator or members of its
corporate group maintain with the company or members of its
corporate group should be detailed in the Annual Corporate
Governance Report.
The process followed and areas evaluated should be detailed in the
Annual Corporate Governance Report.
When there is an Executive Committee, there
should be at least two non-executive members,
at least one of whom should be independent;
and its secretary should be the secretary of the
Board of Directors.
The Board should be kept fully informed of
the business transacted and decisions made
by the Executive Committee. To this end, all
Board members should receive a copy of the
committee's minutes.
All members of the Audit Committee,
particularly its chairman, should be
appointed with regard to their knowledge
and experience in accounting, auditing and
risk management matters, both financial and
non-financial.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 40 RECOMMENDATION 41 RECOMMENDATION 42
Listed companies should have a unit in The head of the unit handling the internal
audit function should present an annual
work programme to the Audit Committee,
for approval by this committee or the
board, inform it directly of any incidents or
scope limitations arising during its
implementation, the results and monitoring
The Audit Committee should have the following functions over and above those legally assigned:
charge of the internal audit function,
under the supervision of the Audit
Committee, to monitor the effectiveness
of reporting and control systems. This
unit should report functionally to the
Board's Non-Executive Chairman or the
Chairman of the Audit Committee.
With respect to internal control and reporting systems:
a. Monitor and evaluate the preparation process and the integrity of the financial and non-financial information, as
well as the control and management systems for financial and non-financial risks related to the company and,
where appropriate, to the group – including operating, technological, legal, social, environmental, political and
reputational risks or those related to corruption – reviewing compliance with regulatory requirements, the
accurate demarcation of the consolidation perimeter, and the correct application of accounting principles.
N of its recommendations, and submit an
activities report at the end of each year.
b. Monitor the independence of the unit handling the internal audit function; propose the selection, appointment
and removal of the head of the internal audit service; propose the service's budget; approve or make a proposal
for approval to the board of the priorities and annual work programme of the internal audit unit, ensuring that it
focuses primarily on the main risks the company is exposed to (including reputational risk); receive regular report
backs on its activities; and verify that senior management are acting on the findings and recommendations of its
reports.
O
DESCRIPTI
c. Establish and supervise a mechanism that allows employees and other persons related to the company, such as
directors, shareholders, suppliers, contractors or subcontractors, to report irregularities of potential significance,
including financial and accounting irregularities, or those of any other nature, related to the company, that they
notice within the company or its group. This mechanism must guarantee confidentiality and enable
communications to be made anonymously, respecting the rights of both the complainant and the accused party.
d. In general, ensure that the internal control policies and systems established are applied effectively in practice.
With respect to the external auditor:
a. Investigate the issues giving rise to the resignation of the external auditor, should this come about.
b. Ensure that the remuneration of the external auditor does not compromise its quality or independence.
c. Ensure that the company notifies any change of external auditor through the CNMV, accompanied by a statement
of any disagreements arising with the outgoing auditor and the reasons for the same.
d. Ensure that the external auditor has a yearly meeting with the Board in full to inform it of the work undertaken
and developments in the company's risk and accounting positions.
e. Ensure that the company and the external auditor adhere to current regulations on the provision of non-audit
services, limits on the concentration of the auditor's business and other requirements concerning auditor
independence.
Yes Yes Yes
ANT
MPLI
CO
NTS
ME
M
CO

RECOMMENDATION 43 RECOMMENDATION 44 RECOMMENDATION 45 RECOMMENDATION 46
N
O
DESCRIPTI
The Audit Committee should be empowered
to meet with any company employee or
manager, even ordering their appearance
without the presence of another senior
officer.
The Audit Committee should be informed of
any fundamental changes or corporate
transactions the company is planning, so the
committee can analyse the operation and
report to the Board beforehand on its
economic conditions and accounting impact
and, when applicable, the exchange ratio
proposed.
a.
b.
c.
d.
e.
The risk control and management policy should identify or
establish at least:
The different types of financial and non-financial risk the
company is exposed to (including operational, technological,
financial, legal, social, environmental, political and
reputational risks, and risks relating to corruption), with the
inclusion under financial or economic risks of contingent
liabilities and other off-balance-sheet risks.
A risk control and management model based on different
levels, of which a specialised risk committee will form part
when sector regulations provide or the company deems it
appropriate.
The level of risk that the company considers acceptable.
Measures in place to mitigate the impact of risk events
should they occur.
The internal reporting and control systems to be used to
control and manage the above risks, including contingent
liabilities and off-balance-sheet risks.
a.
b.
c.
Companies should establish a risk control
and management function in the charge of
one of the company's internal department or
units and under the direct supervision of the
Audit Committee or some other dedicated
Board committee. This function should be
expressly charged with the following
responsibilities:
Ensure that risk control and
management systems are functioning
correctly and, specifically, that major
risks the company is exposed to are
correctly identified, managed and
quantified.
Participate actively in the preparation
of risk strategies and in key decisions
about their management.
Ensure that risk control and
management systems are mitigating
risks effectively in the frame of the
policy drawn up by the Board of
Directors.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 47 RECOMMENDATION 48 RECOMMENDATION 49 RECOMMENDATION 50
N
O
DESCRIPTI
Appointees to the Appointments and
Remuneration Committee - or of the
Appointments Committee and Remuneration
Committee, if separately constituted - should
have the right balance of knowledge, skills
and experience for the functions they are
called on to discharge. The majority of their
members should be independent Directors.
Large cap companies should operate
separately constituted Appointments
and Remuneration Committees.
The Appointments Committee should consult with the
company's chairman and chief executive, especially on
matters relating to executive directors.
When there are vacancies on the Board, any Director
may approach the Appointments Committee to propose
candidates that it might consider suitable.
The Remuneration Committee should operate
independently and have the following functions in addition
to those assigned by law:
a.
Propose to the Board the standard conditions for
senior officer contracts.
b.
Monitor compliance with the remuneration policy set
by the company.
c.
Periodically review the remuneration policy for
Directors and senior officers, including share-based
remuneration systems and their application, and
ensure that their individual compensation is
proportionate to the amounts paid to other Directors
and senior officers in the company.
d.
Ensure that conflicts of interest do not undermine the
independence of any external advice the committee
engages.
e.
Verify the information on Director and senior officers'
pay contained in corporate documents, including the
Annual Directors' Remuneration Statement.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 51 RECOMMENDATION 52 RECOMMENDATION 53 RECOMMENDATION 54
N
O
DESCRIPTI
The Remuneration Committee should
consult with the Chairman and Chief
Executive, especially on matters relating
to executive Directors and senior officers.
The rules of performance and membership of
supervision and control committees should be set out in
the board of directors' regulations and aligned with
those governing legally mandatory board committees as
specified in the preceding sets of recommendations.
They should include:
a.
Committees should be formed exclusively by non
executive Directors, with a majority of
independents.
b.
Committees should be chaired by an independent
Director.
c.
The board should appoint the members of such
committees with regard to the knowledge, skills
and experience of its directors and each
committee's missions, discuss their proposal sand
reports; and provide report-backs on their
activities and work at the first board plenary
following each committee meeting.
d.
They may engage external advice, when they feel it
necessary for the discharge of their functions.
e.
Meeting proceedings should be minuted and a
copy made available to all Board members.
The task of supervising compliance with the
policies and rules of the company in the
environmental, social and corporate
governance areas, and internal rules of
conduct, should be assigned to one board
committee or split between several, which
could be the Audit Committee, the
Appointments Committee, a committee
specialising in sustainability or corporate
social responsibility, or a dedicated
committee established by the board under
its powers of self-organisation. Such a
committee should be made up solely of non
executive directors, the majority being
independent and specifically assigned the
following minimum functions.
The minimum functions referred to in the previous
recommendation are as follows:
a.
Monitor compliance with the company's internal codes
of conduct and corporate governance rules, and
ensure that the corporate culture is aligned with its
purpose and values.
b.
Monitor the implementation of the general policy
regarding the disclosure of economic-financial, non
financial and corporate information, as well as
communication with shareholders and investors, proxy
advisors and other stakeholders. Similarly, the way in
which the entity communicates and relates with small
and medium-sized shareholders should be monitored.
c.
Periodically evaluate the effectiveness of the
company's corporate governance system and
environmental and social policy, to confirm that it is
fulfilling its mission to promote the corporate interest
and catering, as appropriate, to the legitimate interests
of remaining stakeholders.
d.
Ensure the company's environmental and social
practices are in accordance with the established
strategy and policy.
e.
Monitor and evaluate the company's interaction with
its stakeholder groups.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 55 RECOMMENDATION 56 RECOMMENDATION 57 RECOMMENDATION 58
N
O
DESCRIPTI
Environmental and social sustainability policies
should identify and include at least:
a.
The principles, commitments, objectives and
strategy regarding shareholders, employees,
clients, suppliers, social welfare issues, the
environment, diversity, fiscal responsibility,
respect for human rights and the prevention
of corruption and other illegal conducts.
b.
The methods or systems for monitoring
compliance with policies, associated risks
and their management.
c.
The mechanisms for supervising non
financial risk, including that related to ethical
aspects and business conduct.
d.
Channels for stakeholder communication,
participation and dialogue.
e.
Responsible communication practices that
prevent the manipulation of information and
protect the company's honour and integrity.
Director remuneration should be
sufficient to attract individuals with the
desired profile and compensate the
commitment, abilities and responsibility
that the post demands, but not so high
as to compromise the independent
judgement of non-executive Directors.
Variable remuneration linked to the company and
the Director's performance, the award of shares,
options or any other right to acquire shares or to
be remunerated on the basis of share price
movements, and membership of long-term
savings schemes such as pension plans should be
confined to executive Directors.
The company may consider the share-based
remuneration of non-executive Directors provided
they retain such shares until the end of their
mandate. The above condition will not apply to any
shares that the Director must dispose of to defray
costs related to their acquisition.
In the case of variable awards, remuneration policies should
include limits and technical safeguards to ensure they reflect
the professional performance of the beneficiaries and not
simply the general progress of the markets or the company's
sector, or circumstances of that kind.
In particular, variable remuneration items should meet the
following conditions:
a.
Be subject to predetermined and measurable
performance criteria that factor the risk assumed to
obtain a given outcome.
b.
Promote the long-term sustainability of the company
and include non-financial criteria that are relevant for
the company's long-term value, such as compliance
with its internal rules and procedures and its risk
control and management policies.
c.
Be focused on achieving a balance between the delivery
of short, medium and long-term objectives, such that
performance-related pay rewards ongoing
achievement, maintained over sufficient time to
appreciate its contribution to long-term value creation.
This will ensure that performance measurement is not
based solely on one-off, occasional or extraordinary
events.
ANT
MPLI
CO
Yes Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 59 RECOMMENDATION 60 RECOMMENDATION 61
N
O
DESCRIPTI
The payment of the variable components of remuneration is subject
to sufficient verification that previously established performance, or
other, conditions have been effectively met. Entities should include
in their annual directors' remuneration report the criteria relating to
the time required and methods for such verification, depending on
the nature and characteristics of each variable component.
Additionally, entities should consider establishing a reduction clause
('malus') based on deferral for a sufficient period of the payment of
part of the variable components that implies total or partial loss of
this remuneration in the event that prior to the time of payment an
event occurs that makes this advisable.
In the case of remuneration linked to company earnings, deductions
should be computed for any qualifications stated in the external
auditor's report.
A major part of executive Directors' variable remuneration should
be linked to the award of shares or financial instruments whose
value is linked to the share price.
ANT
MPLI
CO
Yes Yes Yes
NTS
ME
M
CO

RECOMMENDATION 62 RECOMMENDATION
63
RECOMMENDATION 64
N
O
DESCRIPTI
Following the award of shares, options or financial
instruments corresponding to the remuneration schemes,
executive directors should not be able to transfer their
ownership or exercise them until a period of at least three
years has elapsed. Except for the case in which the director
maintains, at the time of the transfer or exercise, a net
economic exposure to the variation in the price of the shares
for a market value equivalent to an amount of at least twice
his or her fixed annual remuneration through the ownership
of shares, options or other financial instruments. The
foregoing shall not apply to the shares that the director
needs to dispose of to meet the costs related to their
acquisition or, upon favourable assessment of the
Appointments and Remuneration Committee, to address an
extraordinary situation.
Contractual arrangements
should include provisions
that permit the company
to reclaim variable
components of
remuneration when
payment was out of step
with the Director's actual
performance or based on
data subsequently found
to be misstated.
Termination payments should not exceed a fixed amount equivalent to two years of the Director's total annual
remuneration and should not be paid until the company confirms that he or she has met the predetermined
performance criteria.
For the purposes of this recommendation, payments for contractual termination include any payments whose accrual
or payment obligation arises as a consequence of or on the occasion of the termination of the contractual relationship
that linked the Director with the company, including previously unconsolidated amounts for long-term savings
schemes and the amounts paid under post-contractual non-compete agreements.
ANT
MPLI
CO
Yes Yes Partial compliance
NTS
ME
M
CO
Payments for termination or expiry of the Chairman's and CEO's contracts, including severance pay in the event of
termination or expiry of the relationship in certain cases and the post-contractual non-competition agreement, do not
exceed the amount equivalent to two years of the total annual remuneration for each of them.
In addition, CaixaBank has recognised a social security supplement for the CEO to cover retirement, death and
permanent total, absolute or severe disability, and for the Chairman to cover death and permanent total, absolute or
severe disability.
In the case of the commitment to cover the retirement contingency, this is a system established under a defined
contribution plan, for which the annual contributions to be made are fixed in advance.
By virtue of this commitment, the CEO is entitled to receive a retirement benefit when he/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 terminated 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 CEO's contract, the contributions would be consolidated (except in the event of
termination for just cause attributable to the CEO) but in no case is there any provision for the possibility of receiving
an early retirement benefit, since its accrual and payment would occur only on the occasion and at the time of
retirement (or the occurrence of the other contingencies covered) and not on the occasion of the termination of the
contract.
The nature of these savings systems is not to indemnify or compensate for the loss of rights to the assumption of non
competition obligations, as they are configured as a savings system that is endowed over time with periodic
contributions and which form part of the fixed components of the usual remuneration package of the Executive
Directors; unlike indemnities or compensations for not competing, it grows over time and is not set in absolute terms.
Therefore, the institution would only be in breach of 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.

This Annual Corporate Governance Report has been approved by the company's Board of Directors on 15 February 2024

> TABLE RECONCILING THE CONTENTS WITH THE TEMPLATE OF THE CNMV ANNUAL CORPORATE GOVERNANCE REPORT

A. Ownership structure
CNMV template section Included in the statistical report Comments
A.1 Yes CMR Section "Corporate Governance – Corporate Governance - Ownership – Social Capital"
CMR Section "Corporate Governance - Corporate Governance – Ownership - Authorisation to increase capital" CMR Section "Corporate Governance -
Corporate Governance – Ownership - Evolution of the share" CMR Section "Corporate Governance - Corporate Governance – Ownership -
Shareholders'rights"
A.2 Yes CMR Section "Corporate Governance – Corporate Governance –Ownership – Significant
shareholders"
A.3 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors -
Participation of the Board"
A.4 No CMR Section "Corporate Governance – Corporate Governance – Ownership – Parasocial agreements"
A.5 No CMR Section "Corporate Governance - Governance - The Management and Administration of the Company - The Audit and Control Committee -
Actions during the financial year - Monitoring of related transactions"
A.6 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors -
Directors' Positions in Other Group Entities"
A.7 Yes CMR Section "Corporate Governance – Corporate Governance – Ownership – Parasocial agreements"
A.8 Yes Not applicable
A.9 Yes CMR Section "Corporate Governance - Corporate Governance – Ownership - Treasury Stock"
A.10 No CMR Section "Corporate Governance - Corporate Governance – Ownership - Treasury Stock"
A.11 CMR Section "Corporate Governance - Corporate Governance – Ownership - Regulatory Floating Capital" CMR Section "Corporate Governance -
Yes Corporate Governance - Ownership - Social Capital"
A.12 No CMR Section "Corporate Governance – Corporate Governance – Ownership – Shareholder rights"
A.13 No CMR Section "Corporate Governance – Corporate Governance – Ownership – Shareholder rights"
A.14 Yes CMR Section "Corporate Governance – Corporate Governance – Ownership – Social Capital"

B. General shareholders' meeting

CNMV template section Included in the statistical report Comments
B.1 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The General Shareholders'
Meeting"
B.2 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The General Shareholders'
Meeting"
B.3 No CMR Section "Corporate Governance – Corporate Governance – Shareholder rights"
B.4 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The General Shareholders'
Meeting - Attendance to the Shareholders' Meetings"
B.5 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The General Shareholders'
Meeting"
B.6 Yes CMR Section "Corporate Governance – Corporate Governance – Shareholder rights"
B.7 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The General Shareholders'
Meeting"
B.8 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The General Shareholders'
Meeting"

3. Company management structure

C.1 Board of Directors
CNMV template section Included in the statistical report Comments
C.1.1 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors"
C.1.2 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors"
C.1.3 Yes CMR Section "Corporate Governance - Corporate Governance - Management and Administration of the Company - Board of Directors" CMR Section
"Corporate Governance - Corporate Governance - Management and Administration of the Company - Curriculum of the Directors"
C.1.4 Yes CMR Section "Corporate Governance - Corporate Governance – The Management and Administration of the Company - Diversity Board of Directors -
Training of Directors"
C.1.5 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Board Diversity" CMR Section
"Corporate Governance - Corporate Governance - The Management and Administration of the Company - Training of Directors"
C.1.6 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Board Diversity" CMR Section
"Corporate Governance - Corporate Governance - The Management and Administration of the Company - Training of Directors"
C.1.7 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Board Diversity" CMR Section
"Corporate Governance - Corporate Governance - The Management and Administration of the Company - Training of Directors"
C.1.8 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors"
C.1.9 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Executive Committee -
Functioning"
C.1.10 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors -
Directors' Positions in Other Group Companies"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors -
Directors' Positions in Other Listed and Non-Listed Group Entities"
C.1.11 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors - Other
Paid Activities Other Than Those Listed Above"
C.1.12 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors -
Directors' Positions in Other Group Entities"
C.1.13 Yes CMR Section "Corporate Governance - Corporate Governance – Remuneration"
C.1.14 Yes CMR Section "Corporate Governance - Corporate Governance - Senior Management - Management Committee"
CMR Section "Corporate Governance - Corporate Governance – Remuneration"
C.1.15 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Selection and Appointment - Regulations of the Board of Directors"
No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Principles of proportionality between categories of Board members"
C.1.16 CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Selection and Appointment"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Re-election and time in the role"
C.1.17 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Evaluation of the Board"
C.1.18 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Evaluation of the Board"
C.1.19 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Termination"
C.1.20 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Decision-Making"
C.1.21 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Other limitations to the role of directors"
C.1.22 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Other limitations to the role of directors"

C.1.23 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Re-election and time in the role"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Other limitations to the role of directors"
C.1.24 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Selection and Appointment - Proxy Voting"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Functioning of the Board of
Directors"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Executive Committee - Number of sessions"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Appointments and Sustainability Committee - Number of sessions"
C.1.25 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Risk Committee - Number of sessions"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Remuneration Committee - Number of sessions"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Innovation, Technology and Digital Transformation Committee - Number of sessions"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Audit and Control Committee - Number of sessions"
C.1.26 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Other limitations to the role of directors - Functioning of the Board of Directors"
C.1.27 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Audit and Control Committee - Actions during the financial year - Supervision of financial
information"
C.1.28 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Audit and Control Committee - Actions during the financial year - Supervision of financial
information"
C.1.29 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Board of Directors"
CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions During the Financial Year - Monitoring the Independence of the External Auditor"
C.1.30 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Relations with the Market"
C.1.31 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions During the Financial Year - Monitoring the Independence of the External Auditor"
C.1.32 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions During the Financial Year - Monitoring the Independence of the External Auditor"
C.1.33 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions During the Financial Year - Monitoring the Independence of the External Auditor"
C.1.34 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions During the Financial Year - Monitoring the Independence of the External Auditor"
C.1.35 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Information"
C.1.36 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Termination"

C.1.37 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Termination"
C.1.38 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Selection, appointment, re
election, evaluation and removal of Board members - Decision-Making"
C.1.39 Yes CMR Section "Corporate Governance - Corporate Governance - Remuneration - Variable component - Contribution to long-term savings systems"
C.2 Committees of the Board of Directors
CNMV template section Included in the statistical report Comments
C.2.1 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Board Committees"
C.2.2 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Board Committees - Number
of Female Directors who were members of the Board of Directors"
C.2.3 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - Board Committees"
D. Related-party and Intragroup transactions
CNMV template section Included in the statistical report Comments
D.1 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions during the financial year - Monitoring of related transactions"
D.2 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions during the financial year - Monitoring of related transactions"
D.3 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions during the financial year - Monitoring of related transactions"
D.4 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions during the financial year - Monitoring of related transactions"
D.5 Yes CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions during the financial year - Monitoring of related transactions"
D.6 No CMR Section "Corporate Governance - Corporate Governance - The Management and Administration of the Company - The Audit and Control
Committee - Actions during the financial year - Monitoring of related transactions"
D.7 No Not applicable

E. Risk Control and Management Systems

CNMV template section Included in the statistical report Comments
E.1 No See section 3.2. Risk governance, management and control in Note 3 to the CAA.
E.2 No See section 3.2. Risk governance, management and control - 3.2.2. Governance and Organisation in Note 3 to the CAA; section C.2. Committees of the
Board of Directors in this document; and the section "Corporate Governance - Ethical and Responsible Behaviour - Fiscal Transparency" in the CMR.
E.3 No See section 3.2. Risk governance, management and control - 3.2.3. Strategic risk management processes - Corporate Risk Catalogue in Note 3 to the
CAA and the sections on Corporate Governance - Ethical and Responsible Conduct - Compliance and Conduct", "Corporate Governance - Ethical and
Responsible Conduct - Tax transparency" and "Risk Management" in the CMR.
E.4 No See section 3.2. Risk governance, management and control - 3.2.3. Strategic risk management processes - Risk Appetite Framework in Note 3 to the
CFS.
E.5 No See section "Risk management - Main milestones in 2023" in the CMR; sections 3.3, 3.4 and 3.5 (description of each risk in the Corporate Risk
Catalogue) in Note 3; and section 24.3. Provisions for pending legal issues and tax litigation in Note 24 to the CAA.
E.6 No See section 3.2. Risk governance, management and control - 3.2.1. Internal Control Framework and sections 3.3, 3.4 and 3.5 (detail of each risk in the
Corporate Risk Catalogue) in Note 3 of the CAA and the section Corporate Governance - Ethical and Responsible Behaviour in the CMR.
F. Internal Control over Financial Reporting
CNMV template section Included in the statistical report Comments
F.1 No CMR Annex "Internal Control and Risk Management Systems in Relation to the Financial Reporting Process (ICFR) - Control Environment over Financial
Reporting"
F.2 No CMR Annex "Internal Control and Risk Management Systems in Relation to the Financial Reporting Process (ICFR) - Risk Assessment of Financial
Reporting"
F.3 No CMR Annex "Internal Control and Risk Management Systems in Relation to the Financial Reporting Process (ICFR) - Financial Reporting Control
Procedures and Activities"
F.4 No CMR Annex "Internal Control and Risk Management Systems in Relation to the Financial Reporting Process (ICFR) - Information and Communication"
F.5 No CMR Annex "Internal Control and Risk Management Systems in Relation to the Financial Reporting Process (ICFR) - Oversight of the Functioning of the
System of Internal Control over Financial Reporting"
F.6 No Not applicable
F.7 No Not applicable
G. Degree of Compliance with Corporate Governance Recommendations
CNMV template section Included in the statistical report Comments
G. Yes CMR Annex "Extent to which corporate governance recommendations are followed" CMR Section "Corporate Governance - Corporate Governance -
Best Governance Practices"
H. Other Information of Interest
CNMV template section Included in the statistical report Comments
H. No CMR Sections - Our Company - Alliances and Partnerships and Corporate Governance - Fiscal Transparency

CAA - Consolidated Annual Accounts of the Group for 2023

CMR - Consolidated Management Report of the Group for 2023

CaixaBank, S.A.

Auditor's report Information regarding the Internal Control System over Financial Reporting (ICSFR) 2023 financial year

This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.

Auditor's report on "Information regarding the Internal Control System over Financial Reporting (ICSFR)"

To the administrators of CaixaBank, S.A.:

In accordance with the request of the Board of Directors of CaixaBank, S.A. ("the Company") and our engagement letter dated 15 December 2023, we have applied certain procedures in respect of the attached "Information regarding the ICSFR", included in section F of the Annual Corporate Governance Report of CaixaBank, S.A. for the 2023 financial year, which includes a summary of the Company's internal control procedures relating to its annual financial information.

The administrators are responsible for adopting the necessary measures to reasonably ensure the implementation, maintenance and supervision of an appropriate internal control system, and for developing improvements to that system and preparing and establishing the content of the accompanying Information regarding the ICSFR.

In this regard, it should be borne in mind that, regardless of the quality of the design and operating efficiency of the internal control system used by the Company in relation to its annual financial information, only a reasonable, but not absolute, degree of assurance may be obtained in relation to the objectives it seeks to achieve, due to the limitations inherent in any internal control system.

In the course of our audit work on the consolidated annual accounts and in accordance with Spanish Auditing Standards, the sole purpose of our evaluation of the Company's internal control system is to enable us to establish the scope, nature and timing of our audit procedures in respect of the Company's annual accounts. Accordingly, our internal control evaluation, performed for the purposes of our audit, is not sufficient in scope to enable us to issue a specific opinion on the effectiveness of such internal control over the regulated annual financial information.

For the purposes of the present report, we have exclusively applied the specific procedures described below, as indicated in the "Guidelines concerning the auditor's Report on the Information regarding the Internal Control System over Financial Reporting for listed entities" published by the National Securities Market Commission (hereinafter NSMC) on its web site, which sets out the work to be performed, the scope of such work and the content of this report. In view of the fact that, in any event, the scope of the work resulting from these procedures is reduced and substantially less than the scope of an audit or review of the internal control system, we do not express an opinion on the effectiveness thereof, its design or operational efficiency, in relation to the Company's annual financial information for the 2023 financial year described in the accompanying Information regarding the ICSFR. Had we applied additional procedures to those determined by the aforementioned Guidelines, or had we performed an audit or review of the internal control system in relation to the regulated annual financial information, other matters could have come to light in respect of which you would have been informed.

PricewaterhouseCoopers Auditores, S.L., Pº de la Alameda, 35 Bis, 46023 Valencia, España Tel.: +34 963 036 900 / +34 902 021 111, Fax: +34 963 036 901, www.pwc.es 1

CaixaBank, S.A.

In addition, provided that this special work neither constitutes an account audit it is not even submitted to the governing regulations of audit, we do not express an opinion of audit in the terms foreseen in the mentioned regulation.

The Procedures applied were as follows:

  • 1) Reading and understanding the information prepared by the Company in relation to the ICSFR as disclosed in the Directors' Report – and the evaluation of whether such information includes all the information required as per the minimum content set out in Section F regarding the description of the ICSFR, in the model of the Annual Corporate Governance Report, as established in Circular 5/2013 of the NSMC, dated June 12, 2013, and subsequent amendments, the most recent being Circular 3/2021, of September 28, of the NSMC (from now on the Circulars of NSMC).
  • 2) Making enquiries of personnel in charge of preparing the information mentioned in point 1 above in order to: (i) obtain an understanding of the preparation process; (ii) obtain information that enables us to assess whether the terminology used is in line with the framework of reference; (iii) obtain information as to whether the control procedures described have been implemented and are functioning in the Company.
  • 3) Review of supporting documentation explaining the information described in point 1 above and which mainly comprises the information made directly available to the persons responsible for preparing the information on the ICSFR. Such documentation includes reports prepared by the internal audit function, senior management and other internal and external specialists in support of the functions of the Audit and Control Committee.
  • 4) Comparison of the information described in point 1 above with our knowledge of the Company´s ICSFR, obtained by means of the application of the procedures performed within the framework of the audit engagement on the consolidated annual accounts.
  • 5) Reading the minutes of meetings of the Board of Directors, Audit and Control Committee and other committees of the Company, for the purposes of evaluating the consistency between the matters dealt with therein in relation to the ICSFR and the information described in point 1 above.
  • 6) Obtaining a representation letter concerning the work performed, duly signed by the persons responsible for the preparation and drafting of the information mentioned in point 1 above.

As a result of the procedures applied in relation to the Information regarding the ICSFR, no inconsistencies or incidents have been identified which could affect such information.

This report has been prepared exclusively within the framework of the requirements of article 540 of the revised Spanish Companies Act and by the Circulars of de NSMC, for the purposes of describing the ICSFR in Annual Corporate Governance Reports.

PricewaterhouseCoopers Auditores, S.L.

PRICEWATERHOUSECOOPERS AUDITORES, S.L.

Original in Spanish signed by Raúl Ara Navarro

February 16, 2024

ISSUER IDENTIFICATION

End of financial year: 31/12/2023
Tax code: A08663619
Corporate name:

CAIXABANK, S.A.

Registered office:

CL. PINTOR SOROLLA N.2-4 (VALENCIA)

A. OWNERSHIP STRUCTURE

A.1. Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:

Specify if the Company's By-laws contain the provision of shares with double loyalty voting:

[ ] Yes [ √ ] No

Date of last amendment Share capital (€) Number
of shares
Number of
voting rights
13/01/2023 7,502,131,619.00 7,502,131,619 7,502,131,619

Indicate whether different types of shares exist with different associated rights.

[ ] Yes

[ √ ] No

A.2. 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
% of voting rights
attributed to shares
% voting rights through
financial instruments
% total voting rights
shareholder Direct Indirect Direct Indirect
FUND FOR ORDERLY
BANK
RESTRUCTURING
0.00 17.32 0.00 0.00 17.32
LA CAIXA BANKING
FOUNDATION
0.00 31.92 0.00 0.00 31.92
BLACKROCK, INC 0.00 4.45 0.00 0.54 4.99

Details of indirect holding:

Name or corporate Name or corporate % of voting rights % of voting rights % total voting rights
name name of the direct attributed through financial
of the indirect owner owner to shares instruments
FUND FOR ORDERLY
BANK
RESTRUCTURING
BFA TENEDORA DE
ACCIONES, S.A.
17.32 0.00 17.32

Name or corporate
name
of the indirect owner
Name or corporate
name
of the direct owner
% of voting rights
attributed
to shares
% of voting rights
through financial
instruments
% total voting rights
LA CAIXA BANKING
FOUNDATION
CRITERIA CAIXA, SAU 31.92 0.00 31.92
BLACKROCK, INC OTHER
CONTROLLED
ENTITIES
BELONGING TO
GRUPO BLACKROCK,
INC
4.45 0.54 4.99

A.3. Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in Section A.2 above:

Name or
corporate
name of the director
% voting rights
attributed to shares
(including loyalty votes)
% of voting rights
through financial
instruments
% total voting rights Of the total number of
voting rights attributed
to the shares, specify,
where applicable, the %
of additional votes
corresponding to
shares with
a loyalty vote
Direct Indirect Direct Indirect Direct Indirect
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MR TOMÁS MUNIESA
ARANTEGUI
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MR GONZALO
GORTAZAR
ROTAECHE
0.01 0.00 0.00 0.00 0.01 0.00 0.00
MR EDUARDO
JAVIER SANCHIZ
IRAZU
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MR JOAQUIN AYUSO
GARCÍA
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MR FRANCISCO JAVIER
CAMPO
GARCÍA
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MS EVA CASTILLO SANZ 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Name or corporate name
of Director
% voting rights
% of voting rights
attributed to shares
through financial
(including loyalty votes)
instruments
% total voting rights Of the total number of
voting rights attributed
to the shares, specify,
where applicable, the %
of additional votes
corresponding to
shares with
a loyalty vote
Direct Indirect Direct Indirect Direct Indirect
MR FERNANDO
MARÍA COSTA DUARTE
ULRICH
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MS MARÍA VERÓNICA
FISAS VERGÉS
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MS CRISTINA
GARMENDIA
MENDIZÁBAL
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MR PETER LÖSCHER 0.00 0.00 0.00 0.00 0.00 0.00 0.00
MR MARÍA
AMPARO MORALEDA
MARTÍNEZ
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MS MARÍA TERESA
SANTERO QUINTILLÁ
0.00 0.00 0.00 0.00 0.00 0.00 0.00
MR JOSÉ SERNA MASIÁ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
MS KORO USARRAGA
UNSAIN

Details of indirect holding:

Name or corporate
name of Director
Name or corporate
name of the direct
owner
% voting rights
attributed to
shares (including
loyalty votes)
% of voting rights
through financial
instruments
% total voting
rights
Of the total
number of voting
rights attributed to
the shares, specify,
where applicable,
the % of additional
votes
corresponding to
the shares with a
loyalty vote
a loyalty vote
MR JOSÉ SERNA
MASIÁ
MS MARÍA
SOLEDAD GARCÍA
CONDE
ANGOSO
0.00 0.00 0.00 0.00

Detail the percentage of total voting rights represented on the Board:

49.27
-- -------

A.7. State whether the company has been notified of any shareholders' agreements pursuant to articles 530 and 531 of the Corporate Enterprises Act ("CEA"). Provide a brief description and list the shareholders bound by the agreement, as applicable.

[ ] Yes [ √ ] No

State whether the company is aware of the existence of any concerted actions among its shareholders. Give a brief description as applicable.

[ ] Yes
[ √ ] No

A.8. State whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Spanish Securities Market Act. If so, identify them:

[ ] Yes [ √ ] No

A.9. Complete the following tables on the company's treasury stock.

At year end:

Number of Number of shares & of total
shares held directly Indirect (*) share capital
134,499,655 787,203 1.80

(*) Via:

Name or corporate name of direct shareholder Number of
shares held
directly
VIDA-CAIXA, S.A. DE SEGUROS Y REASEGUROS 281,192
BANCO BPI, S.A. 425,609
NEW MICRO BANK, S.A.U. 17,822
CAIXABANK PAYMENTS & CONSUMER, E.F.C., E.P., S.A. 28,350
CAIXABANK WEALTH MANAGEMENT LUXEMBOURG, S.A. 29,554
CAIXABANK FACILITIES MANAGEMENT, S.A. 2,050
CAIXABANK OPERATIONAL SERVICES, S.A.U. 2,626
Total 787,203

A.11. Estimated floating capital:

%
Estimated floating capital 43.94

A.14. State if the company has issued shares that are not traded on a regulated EU market.

[ √ ] Yes
[
]
No

B. GENERAL SHAREHOLDERS' MEETING

B.4. Give details of attendance at General Shareholders' Meetings held during the year referred to in this report and the two previous years:

Attendance data
Date of general meeting %
attending in
person
% by proxy % remote voting
Electronic means
Other Total
14/05/2021 46.18 26.94 1.24 1.07 75.43
Of which, free float 0.01 23.96 1.24 1.07 26.28
08/04/2022 46.87 28.62 0.25 0.40 76.14
Of which, free float 0.70 22.51 0.25 0.40 23.86
31/03/2023 49.61 25.22 0.91 0.82 76.56
Of which, free float 0.02 20.82 0.91 0.82 22.57
  • B.5. State whether any point on the agenda of the General Shareholders' Meetings during the year has not been approved by the shareholders for any reason.
    • [ ] Yes [ √ ] No
  • B.6. State whether the Articles of Association contain any restrictions requiring a minimum umber of shares to attend General Shareholders' Meetings, or on distance voting:
    • [ √ ] Yes [ ] No
Number of shares required to attend the General Meetings 1,000
Number of shares required for distance voting 1

C. COMPANY ADMINISTRATIVE STRUCTURE

C.1. Board of Directors

C.1.1 Maximum and minimum number of directors established in the Articles of Association and the number set by the general meeting:

Maximum number of Directors 22
Minimum number of Directors 12
Number of directors set by the general
meeting
15

C.1.2 Complete the following table with Board members' details.

Name or
corporate name
of Director
Representative Director
category
Position on
the Board
Date of first
appointment
Date of last
appointment
Election
procedure
MS EVA
CASTILLO SANZ
Independent DIRECTOR 03/12/2020 03/12/2020 AGM
RESOLUTION
MR JOAQUIN
AYUSO GARCÍA
Independent DIRECTOR 03/12/2020 03/12/2020 AGM
RESOLUTION
MR JOSÉ SERNA
MASIÁ
Proprietary DIRECTOR 30/06/2016 14/05/2021 AGM
RESOLUTION
MR JOSÉ
IGNACIO
GOIRIGOLZARRI
TELLAECHE
Executive CHAIRMAN 03/12/2020 03/12/2020 AGM
RESOLUTION
MS KORO
USARRAGA
UNSAIN
Independent DIRECTOR 30/06/2016 14/05/2021 AGM
RESOLUTION
MS
CRISTINA
GARMENDIA
MENDIZÁBAL
Independent DIRECTOR 05/04/2019 31/03/2023 AGM
RESOLUTION

Name or
corporate name
of Director
Representative Category
category
Position on
the board
Date of first
appointment
Date of last
appointment
Election
procedure
MR
EDUARDO
JAVIER
SANCHIZ
IRAZU
Independent LEAD
INDEPENDENT
DIRECTOR
21/09/2017 08/04/2022 AGM
RESOLUTION
MR MARÍA
TERESA
SANTERO
QUINTILLÁ
Proprietary DIRECTOR 03/12/2020 03/12/2020 AGM
RESOLUTION
MS MARÍA
VERÓNICA
FISAS VERGÉS
Independent DIRECTOR 25/02/2016 22/05/2020 AGM
RESOLUTION
MR TOMÁS
MUNIESA
ARANTEGUI
Proprietary DEPUTY
CHAIRMAN
01/01/2018 08/04/2022 AGM
RESOLUTION
MR
FRANCISCO
JAVIER
CAMPO
GARCÍA
Independent DIRECTOR 03/12/2020 03/12/2020 AGM
RESOLUTION
MS MARÍA
AMPARO
MORALEDA
MARTÍNEZ
Independent DIRECTOR 24/04/2014 31/03/2023 AGM
RESOLUTION
MR GONZALO
GORTAZAR
ROTAECHE
Executive CEO 30/06/2014 31/03/2023 AGM
RESOLUTION
MR
FERNANDO
MARÍA COSTA
DUARTE
ULRICH
Other External DIRECTOR 03/12/2020 03/12/2020 AGM
RESOLUTION
MR PETER
LÖSCHER
Independent DIRECTOR 31/03/2023 31/03/2023 AGM
RESOLUTION

Total number of Directors 15

Indicate any cessations, whether through resignation or by resolution of the general meeting, that have taken place in the Board of Directors during the reporting period:

Name or corporate
name of Director
Category of the
Director at the
time of
termination
Date of last
appointment
Date director left Specialised
committees of
which
s/he was a
member
State whether the
director left before
the end
of the mandate
MR JOHN S. REED Independent 05/04/2019 31/03/2023 Appointments and
Sustainability
Committee
NO

C.1.3 Complete the following tables on Board members and their respective categories.

EXECUTIVE DIRECTORS
Name or corporate
name of the director
Position held in the
company
of society:
Profile
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
Executive Chairman José Ignacio Goirigolzarri, was born in Bilbao in 1954. He has been the
Executive Chairman of CaixaBank since 2021. Holds a degree in
Economics and Business Studies from the Commercial University of
Deusto. Finances and Strategic Planning from the University of Leeds
(UK). Lecturer at the Commercial University of Deusto, in the Strategic
Planning Area (1977-1979). He joined Banco de Bilbao and in 1994 became
a member of BBV's Management Committee, responsible for
Commercial Banking in Spain and Latin American operations. In 2001 he
was appointed CEO of the BBVA Group, a position he held until October
2009. In May 2012, he was elected Chairman of Bankia and its parent
company, BFA, serving as such until March 2021, when Bankia merged
with CaixaBank. He is currently appointed Executive Chairman of
CaixaBank. He has been Director and Deputy Chairman of Telefónica and
Repsol, as well as Chairman of the Spain-USA Foundation, Director of
BBVA Bancomer in Mexico and Director of Citic Bank in China. He is
currently Chairman of CaixaBank, Deputy Chairman of CECA, Chairman
of FEDEA, Deputy Chairman of COTEC, Deputy Chairman of Fundación
FAD, Chairman of Deusto Business School, Chairman of CaixaBank
Dualiza and Chairman of Fundación Garum.
MR GONZALO
GORTAZAR
ROTAECHE
CEO Born in Madrid in 1965, he has been the CEO of CaixaBank since June
2014. Gonzalo Gortazar holds a degree in Law and Business from
Universidad Pontificia de Comillas (ICADE) and an MBA with distinction
from the INSEAD Business School. He is also currently Chairman of
CaixaBank Payments & Consumer and Director of Banco BPI. He was the
Chief Financial Officer of CaixaBank until his appointment as CEO in June
2014. He was formerly the CEO of Criteria CaixaCorp from 2009 to June
2011. From 1993 to 2009 he worked at Morgan Stanley

EXECUTIVE DIRECTORS
Name or corporate
name of Director
Position held in the
company
Profile
in London and Madrid, where he held various positions in the investment
banking division, heading up the European Financial Institutions Group
until mid-2009, when he joined Criteria. Previously, he held various
corporate banking and investment banking positions at Bank of America.
He was the VidaCaixa Chairman, First Deputy Chairman of Repsol, and
Director of Grupo Financiero Inbursa, Erste Bank, SegurCaixa Adeslas,
Abertis, Port Aventura and Saba.
Total number of executive Directors 2
% of the Board 13.33
EXTERNAL PROPRIETARY DIRECTORS
Name or corporate
name of Director
Name or corporate
name of significant
shareholder
represented
or proposing
appointment
Profile
MR TOMÁS
MUNIESA
ARANTEGUI
LA CAIXA BANKING
FOUNDATION
Tomás Muniesa, born in Barcelona in 1952; he has been the Deputy
Chairman of CaixaBank since April 2018. He holds a degree in Business
Studies and a Master of Business Administration from the ESADE Business
School. He joined 'La Caixa' in 1976, and was appointed Deputy General
Manager in 1992. In 2011, he was appointed General Manager of Insurance
and Asset Management of CaixaBank, where he remained until November
2018. He was the Executive Deputy Chairman and CEO of VidaCaixa from
1997 to November 2018. He currently holds the positions of Deputy
Chairman of CaixaBank, VidaCaixa and SegurCaixa Adeslas. He is also a
member of the Trust of the ESADE Foundation and Director of Allianz
Portugal. Prior to this, he was Chairman of MEFF (Sociedad Rectora de
Productos Derivados), Deputy Chairman of BME (Bolsas y Mercados
Españoles), Second Deputy Chairman of UNESPA, Director and Chairman
of the Audit Commission of the Insurance Compensation Consortium,
Board Member of Vithas Sanidad SL and Substitute Board Member of
Grupo Financiero Inbursain Mexico.
MS MARÍA TERESA
SANTERO
QUINTILLÁ
FROB Y BFA
TENEDORA DE
ACCIONES, S.A.U.
Teresa Santero was born in Camporrells (Huesca) in 1959. She has been a
member of the CaixaBank Board of Directors since 2021. She holds a
degree in Business Administration from the University of Zaragoza and a
PhD in Economics from the University of Illinois Chicago (USA). She has
been a lecturer at the UIE Business School in Madrid since 2012. Previously,
she held management positions in the Central Administration (General
Secretary for Industry in the Ministry of Industry, Trade and Tourism from

EXTERNAL PROPRIETARY DIRECTORS
Name or corporate
name of Director
Name or corporate
name of significant
shareholder
represented or
or proposing
appointment
Profile
2008 to 2011), and in Provincial Administration, in the Government of the
Autonomous Community of Aragon (Director of Economic Policy in the
Department of Economy and the Treasury, from 2003 to 2007, and General
Secretary for the Department of Social Services from 2007 to 2008). She
previously worked for 10 years as an economist at the Economics
Department of the OECD in Paris. She has been a visiting lecturer at the
Economics Department of the Complutense University in Madrid and
associate professor and research aide at the University of Illinois Chicago
(USA). She has been on various Boards of Directors, was an independent
member of the General Board of the Spanish Official Credit Institute, ICO
(2018-2020), a director of the Spanish Industrial Holding Company, SEPI
(2008-2011) and Navantia (2010-2011), Member of the Executive Committee
and the Board of the Zona Franca Consortium of Barcelona (2008-2011),
and Director of the Instituto Tecnológico de Aragón (2004-2007). She has
also been a Trust member of various foundations: the Zaragoza Logistics
Center, ZLC Foundation (2005-2007), the Foundation for the Development
of Hydrogen Technologies (2005-2007), and the Observatory of Prospective
Industrial Technology Foresight Foundation (2008-2011).
MR JOSÉ SERNA
MASIÁ
LA CAIXA BANKING
FOUNDATION
José Serna Masiá (Albacete, 1942) has been a member of CaixaBank's
Board of Directors since July 2016. He graduated in Law at the
Complutense University of Madrid in 1964, and began his career in legal
counselling with Butano, S.A. (1969/70). In 1971, he became a State Attorney,
providing services at the State Attorney's Office for Salamanca and at the
Ministries for Education and Science and Finance. He then joined the
Adversary Proceedings Department of the State at the Audiencia
Territorial de Madrid (now the Tribunal Superior de Justicia - High Court of
Justice), before taking leave of absence in 1983. From 1983 to 1987 he was
legal counsel to the Madrid Stock Exchange. In 1987, he became a
stockbroker at Barcelona Stock Exchange and was appointed secretary of
its Governing Body. He took part in the stock market reform of 1988 as
Chairman of the company that developed the new Barcelona Stock
Exchange and also as a member of the Advisory Committee to the
recently created Comisión Nacional del Mercado de Valores, the Spanish
securities market regulator. In 1989, he was elected Chairman of the
Barcelona Stock Exchange, a role that he held for two consecutive terms
until 1993. From 1991 to 1992, he was Chairman of the Spanish Sociedad de
Bolsas (Stock Exchange Company), which groups the four Spanish stock
exchanges together, and Deputy Chairman of the Spanish Financial
Futures Market, in Barcelona. He was also Deputy Chairman of Fundación
Barcelona Centro Financiero and of Sociedad de Valores y Bolsa

EXTERNAL PROPRIETARY DIRECTORS
Name or corporate
name of Director
Name or corporate
name of significant
shareholder
represented
proposing
appointment
Profile
Interdealers, S.A. In 1994, he became a stockbroker and member of the
Association of Chartered Trade Brokers of Barcelona. He was on the Board
of Directors of ENDESA from 2000 to 2007. He was also a member of the
Control and Auditing Committee, chairing it from 2006 to 2007. He was also
a director of the companies ENDESA Diversificación and ENDESA Europa.
He worked as a notary in Barcelona from 2002 through to 2013.
Total number of proprietary Directors 3
% of the Board 20.00
INDEPENDENT EXTERNAL DIRECTORS
Name or corporate
name of Director
Profile
MR EDUARDO
JAVIER SANCHIZ
IRAZU
Eduardo Javier Sanchiz Irazu, born in Vitoria in 1956, and has been a member of the Board of
Directors of CaixaBank since September 2017 and the Lead Director since 2023. He holds a degree in
economics from the University of Deusto, San Sebastián campus, and a Master's Degree in Business
Administration from the Instituto Empresa in Madrid. He was CEO of Almirall from July 2011 until 30
September 2017. During this period, the company underwent a significant strategic transformation
with the aim of becoming a global leader in skin treatment. Previously, after jointing Almirall in May
2004, he was executive director of Corporate Development and Finance and Chief Financial Officer.
In both positions, Eduardo led the company's international expansion through a number of alliances
with other companies, and through licensing of external products, in addition to five acquisitions of
companies and product portfolios. He also coordinated the IPO process in 2007. He was a member of
the Almirall Board of Directors from January 2005 and member of the Dermatology Committee from
its creation in 2015. Prior to joining Almirall, he worked for 22 years (17 outside Spain) at Eli Lilly & Co,
an American pharmaceutical company, in finance, marketing, sales and general management
positions. He was able to live in six different countries and some of his significant positions include
General Manager in Belgium, General Manager in Mexico and, in his last position in the company,
Executive Officer for the business area that encompasses countries in the centre, north, east and
south of Europe. He was a member of the American Chamber of Commerce in Mexico and of the
Association of Pharmaceutical Industries in a number of countries in Europe and Latin America. He is
a member of the Board of Directors of the French pharmaceutical company Pierre Fabre, S.A. and a
member of its Strategy Committee and its Audit Committee. He is also a member of the Board of
Directors of the venture capital company Sabadell Asabys Health Innovation Investments 2B S.C.R.,
S.A.

INDEPENDENT EXTERNAL DIRECTORS
Name or corporate
name of Director
Profile
MR JOAQUIN
AYUSO GARCÍA
Joaquín Ayuso was born in Madrid in 1955. He has been a member of the CaixaBank Board of
Directors since 2021. He is a graduate in Civil Engineering from the Polytechnic University of Madrid.
He is currently the Chairman of Adriano Care Socimi, S.A. and a member of the Advisory Board of the
Benjamin Franklin Institute of the University of Alcalá de Henares and the Advisory Board of Kearney.
He is also Chairman of the Board of Directors of the Real Sociedad Hípica Española Club de Campo.
He was previously on the Board of Directors of Bankia, where he held the roles of Independent
Director and Coordinator, a member of the Audit and Compliance Committee and the
Remuneration Committee, Chairman and member of the Appointments and Responsible
Management Committee, and Chairman and member of the Bankia Risk Advisory Committee. He
has pursued his professional career in Ferrovial, S.A., where he was CEO and Deputy Chairman of its
Board of Directors. He has been a Director of National Express Group, PLC. and of Hispania Activos
Inmobiliarios and Chairman of Autopista del Sol Concesionaria Española. He was awarded the Medal
of Honour by the Spanish Association of Civil Engineers in 2006.
MR FRANCISCO
JAVIER CAMPO
GARCÍA
Francisco Javier Campo was born in Madrid in 1955. He has been a member of the CaixaBank Board
of Directors since 2021. He has a degree in Industrial Engineering from the Polytechnic University of
Madrid. He is currently a member of the Board of Directors of Meliá Hotels International, S.A.,
Chairman of its Audit and Compliance Committee and member of its Appointments, Remuneration
and Corporate Social Responsibility Committee. He is Chairman of the Asociación Española del Gran
Consumo (AECOC), member of the Advisory Board (senior advisor) of AT Kearney, senior advisor of
Grupo de Alimentación Palacios, senior advisor of IPA Capital, S.L. (Pastas Gallo) and senior advisor of
Importaco, S.A. He is a Director of the Asociación para el Progreso de la Dirección (APD) and Trustee
of the CaixaBank Dualiza Foundation, the F. Campo Foundation and the Iter Foundation. He is a
member of merit of the Carlos III Foundation. He was previously a member of Bankia's Board of
Directors, Chairman of the Audit and Compliance Committee and of the Risk Advisory Committee,
and a member of the Appointments and Responsible Management Committee, the Technology and
Innovation Committee and the Delegate Risk Committee. He began his career at Arthur Andersen
and served as global chairman of the Dia Group, member of the Global Executive Committee of the
Carrefour Group, and Chairman of the Zena Group and the Cortefiel Group. He was awarded the
National Order of Merit of the French Republic in 2007.
MS EVA CASTILLO
SANZ
Eva Castillo was born in Madrid in 1962. He has been a member of the CaixaBank Board of Directors
since 2021. She holds a degree in Law and Business from Comillas Pontifical University (E-3) in
Madrid. She is currently an independent director of International Consolidated Airlines Group, S.A.
(IAG), and a member of the Audit and Compliance Committee and of the Remuneration Committee.
She is also a member of the Board of Trustees of the Comillas-ICAI Foundation and the Board of
Trustees of the Entreculturas Foundation. Recently, she has become a member of the Council for the
Economy of the Holy See and a member of the A.I.E Advantere School of Management. Formerly, she
was a member of the Board of Directors of Bankia, S.A., having previously served as Lead
Independent Director, Chair of the Appointments and Responsible Management Committee and
the Remuneration Committee, and a member of the Technology and Innovation Committee, the
Risk Delegate Committee, and the Risk Advisory Committee. She is currently an independent
Director of Zardoya Otis, S.A., Chairwoman of the Audit Committee and a member of the
Appointments and Remuneration Committee. She formerly served as a Director of Telefónica, S.A.
and Chairwoman of the Supervisory Board of Telefónica Deutschland, AG, as well as a member of the
Board of Trustees of the Telefónica Foundation. Previously, she was an Independent Director of Visa
Europe Limited and Director of old Mutual, PLC. She was the Chairwoman and CEO of Telefónica
Europe and of Merrill Lynch Capital Markets España, Chairwoman and CEO of Merrill Lynch Wealth
Management for EMEA, and a member of the Executive Committee of Merrill Lynch International for
EMEA.
14 / 55

INDEPENDENT EXTERNAL DIRECTORS
Name or corporate
name of Director
Profile
MS MARÍA
VERÓNICA FISAS
VERGÉS
Born in Barcelona in 1964, Verónica Fisas has served on the Board of Directors of CaixaBank since
February 2016. She holds a degree in Law and a Master in Business Administration. She joined Natura
Bissé very early in her career, thus acquiring extensive knowledge of the company and of all its
departments. She has been the Executive Officer of the Board of Directors of Natura Bissé and
General Director of the Natura Bissé Group since 2007. Since 2008, she is also a Patron of the
Fundación Ricardo Fisas Natura Bissé. In 2001, as the CEO of the United States subsidiary of Natura
Bissé, she was responsible for the expansion and consolidation of the business, and obtained
outstanding results in product distribution and brand positioning. In 2009, she joined the Board of
Directors of Stanpa, Asociación Nacional de Perfumería y Cosmética, becoming Chair of Stanpa in
2019 and, also Chair of Fundación Stanpa. She received the Work-Life Balance Award at the 2nd
Edition of the National Awards for Women in Management in 2009, and the IWEC Award
(International Women's Entrepreneurial Challenge) for her professional career, in 2014. In November
2017, Emprendedores magazine named Verónica Fisas as 'Executive of the Year'.
MS CRISTINA
GARMENDIA
MENDIZÁBAL
Cristina Garmendia Mendiazábal, born in San Sebastián in 1962. She has been a member of the
CaixaBank Board of Directors since June 2019. She holds a degree in Biological Sciences,
specializing in Genetics, a PhD in Molecular Biology from the Severo Ochoa Molecular Biology
Centre of the Autonomous University of Madrid. MBA from the IESE Business School at the
University of Navarre. She is currently a director of the board of Ysios Capital and an independent
director of Compañía de Distribución Integral Logista Holdings, S.A. and Mediaset. She is
Chairwoman of the COTEC Foundation and as such is a member of the Board of Trustees of the
Pelayo, España Constitucional, SEPI Foundations and a member of the Advisory Board of the
Spanish Association Against Cancer, Women for Africa Foundation, UNICEF, Spanish Committee,
as well as a member of the Advisory Board of Integrated Service Solutions, S.L. and S2 Grupo de
Innovación en Procesos Organizativos, S.L.U., among others. She has been Executive Deputy
Chair and Financial Director of the Amasua Group. Member of the governing bodies of, among
others, Genetrix, S.L. (Executive Chairwoman), Sygnis AG (Chairwoman of the Supervisory Board),
Satlantis Microsats (Chairwoman), Science & Innovation Link Office, S.L. (Director), and
Independent Director of NTT DATA (previously EVERIS), Naturgy Energy Group, S.A., Corporación
Financiera Alba, Pelayo Mutua de Seguros. She was Minister of Science and Innovation of the
Spanish Government during the IX Legislature from April 2008 to December 2011 and
Chairwoman of the Association of Biotechnology Companies (ASEBIO) and member of the Board
of Directors of the Spanish Confederation of Business Organisations (CEOE).
MR PETER
LÖSCHER
Peter Löscher, born in Austria in 1957, has been a member of the CaixaBank Board of Directors from
2023. He studied Economics and Finance at the University of Vienna and Business Administration at
the Chinese University of Hong Kong. He obtained a Master's in Business Administration and
Management from the University of Vienna, and completed the Advanced Administration Program at
Harvard Business School. He is currently an independent non-executive Director of Telefonica, S.A.
(Spain) and Chairman of the Supervisory Board of Telefónica Deutschland Holding AG (Germany);
Member of the Supervisory Board of Royal Philips (Netherlands), non-executive Director of Thyssen
Bornemisza Group AG (Switzerland), and non-executive member of the Board of Directors of Doha
Venture Capital LLC (Qatar). He previously held the post of Chairman of the Board of Directors of
Sulzer AG (Switzerland) and Chairman of the Supervisory Board of OMV AG (Austria). From March 2014
to March 2016, he was CEO of Renova Management AG (Switzerland) and Chairman and CEO of
Siemens AG (Germany) from 2007 to 2013. He was also Chairman of Global Human Health and a
member of the Executive Board of Merck & Co., Inc. (USA), Chairman and CEO of GE Healthcare
BioSciences and member

INDEPENDENT EXTERNAL DIRECTORS
Name or corporate
name of Director
Profile
of the General Electric Executive Board (USA), Operations Director and member of the Amersham
Plc Board (United Kingdom). He held leading positions in Aventis (Japan) and Hoechst (Germany and
the United Kingdom). He served as Chairman of the Board of Directors of the Siemens Foundation
and is an emeritus member of the Advisory Board of the Singapore Economic Development Board;
He is also a member of the International Advisory Board of Bocconi University. He is Honorary
Professor at Tongji University (Shanghai), holds an Honorary Doctorate in Engineering from Michigan
State University, and an Honorary Doctorate from the Slovak Engineering University in Bratislava. He
holds the Grand Gold Decoration of Honour of the Republic of Austria and is a Knight Commander of
the Order of Civil Merit of Spain.
MS MARÍA
AMPARO
MORALEDA
MARTÍNEZ
María Amparo Moraleda (Madrid, 1964) has been a member of CaixaBank's Board of Directors since
2014. She graduated in Industrial Engineering from the ICAI and holds an MBA from the IESE
Business School. She is an independent director at several companies: Airbus Group, S.E. (since 2015)
Vodafone Group (since 2017) and A.P. Møller-Mærsk A/S A.P. (since 2021). She is also a member of the
Advisory Board of the following companies: SAP Ibérica (since 2013), Spencer Stuart (since 2017),
Kearney (since 2022) and ISS España. She was on the Board of Spain's High Council for Scientific
Research (CSIC) (from 2011 to 2022). Between 2012 and 2017, she was a member of the board of
directors of Faurecia, S.A. and member of the Advisory Board of KPMG España (since 2012). Between
2013 and 2021, she was a member of the Board of Directors of Solvay, S.A., and was Director of
Operations for the International area of Iberdrola, with responsibility for the United Kingdom and the
United States between January 2009 and February 2012. She also headed Iberdrola Engineering and
Construction from January 2009 to January 2011. She was Executive Chairman of IBM Spain and
Portugal between July 2001 and January 2009, responsible for Greece, Israel and Turkey from July
2005 to January 2009. Between June 2000 and 2001, she was assistant executive to the President of
IBM Corporation. From 1998 to 2000, she was General Manager at INSA (a subsidiary of IBM Global
Services). From 1995 to 1997, she was Head of HR for EMEA at IBM Global Services and from 1988 to
1995 she held various offices and management positions at IBM España. She is also a member of
various boards and trusts of different institutions and bodies, including the Royal Academy of
Economic and Financial Sciences, the Academy of Social and Environmental Sciences of Andalusia,
the Board of Trustees of MD Anderson International Spain, the Vodafone Foundation, the Airbus
Foundation and the Curarte Foundation. In December 2015, she was named full academic member
of Real Academia de Ciencias Económicas y Financieras. In 2005, she was inducted into the Women
in Technology International (WITI) Hall of Fame, which recognises the people in the world of business
and technology who have made the greatest impact on the inclusion and contribution of women in
technology development worldwide. She has also received numerous accolades, such as: the Values
Leadership Award (FIGEVA Foundation – 2008), the Javier Benjumea Prize (Engineering Association
of the ICAI – 2003) and the Award for Excellence (Spanish Federation of Female Directors, Executives,
Professionals and Entrepreneurs – Fedepe – 2002).
MS KORO
USARRAGA UNSAIN
Koro Usarraga Unsain (San Sebastián, 1957) has been a member of CaixaBank's Board of Directors
since 2016. She has a degree in Business Administration and a Master's in Business Management
from ESADE, took the PADE (Senior Management Programme) at IESE and is a qualified chartered
accountant. She was an independent Director of NH Hotel Group from 2015 to October 2017. She
worked at Arthur Andersen for 20 years and in 1993 was appointed partner of the audit division. In
2001, she assumed responsibility for the General Corporate Management of Occidental Hotels &
Resorts, a group with significant international presence and specialising in the holiday sector. She
was responsible for the finance, administration and management control departments, as well as IT
and human resources. She was General Manager of Renta Corporación, a real estate group
specialising in the purchase, refurbishment and sale of properties.

INDEPENDENT EXTERNAL DIRECTORS
Name or corporate
name of Director
Profile
She has been a Director at Vocento, S.A. since 2019, and is currently a shareholder and administrator of
the company 2005 KP Inversiones, S.L., which is dedicated to investing in companies and
management consultancy. She is also an Administrator of Vehicle Testing Equipment, S.L.
Total number of independent Directors 9
% of the Board 60.00

List any independent Directors who receive from the company or group any amount or payment other than standard Director remuneration or who maintain or have maintained during the last year a business relationship with the company or any group company, either in their own name or as a significant shareholder, director or senior manager of an entity which maintains or has maintained the said relationship.

If applicable, include a statement from the Board detailing the reasons why the said Director may carry out their duties as an independent Director.

Name or corporate
name of Director
Description of the relationship Reasons
No data

OTHER EXTERNAL DIRECTORS
Identify the other external directors and state the reasons why these directors are considered neither proprietary nor
independent, and detail their ties with the company or its management or shareholders:
Name or corporate
name of Director
Reason Company, executive or
shareholder with whom
the relationship is
maintained
Profile
MR FERNANDO
MARÍA COSTA
DUARTE ULRICH
Fernando Maria Ulrich was classified
as another external director, neither
proprietary nor independent, in
accordance with the provisions of
section 2 of article 529 duodecies of
the Corporate Enterprises Act and
article 19.5 of the Regulations of the
Board of Directors. He has been the
Non-Executive Chairman of Banco
BPI, S.A. since 2017.
BANCO BPI, S.A. Fernando Maria Costa Duarte
Ulrich, born in Lisbon in 1952. She
has been a member of the
CaixaBank Board of Directors
since 2021. He studied Economics
and Business at the School of
Economics and Management of
the University of Lisbon. He has
been Non-executive Chairman of
Banco BPI, S.A., a CaixaBank Group
subsidiary, since 2017, having
previously held various high
ranking positions at Banco BPI,
S.A. and within its group, various
positions of responsibility and was
CEO of the company from 2004 to
2017. He has also been the Non
Executive Chairman of BFA
(Angola) (2005-2017); a Member of
the APB (Portuguese Association
of Banks) Board of Directors (2004-
2019); Chairman of the General and
Supervisory Board of the University
of Algarve, Faro (Portugal) (2009-
2013); Non-Executive Director of
SEMAPA, (2006-2008); Non
Executive Director of Portugal
Telecom (1998-2005); Non
Executive Director of Allianz
Portugal (1999-2004); Non
Executive Director of PT
Multimedia (2002-2004); Member
of the Advisory Board of CIP,
Portuguese industrial
confederation (2002-2004); Non
Executive Director of IMPRESA,
and of SIC, a Portuguese media
conglomerate (2000-2003);
Deputy Chairman of the Board of
Directors of BPI SGPS, S.A. (1995-
1999); Deputy Chairman of Banco
de Fomento & Exterior, S.A. and
Banco Borges & Irmão

OTHER EXTERNAL DIRECTORS
Identify the other external directors and state the reasons why these directors are considered neither proprietary nor
independent, and detail their ties with the company or its management or shareholders:
Name or corporate
name of Director
Reason Company, executive or
shareholder with whom
the relationship is
maintained
Profile
(1996-1998); a Member of the
Advisory Board for the Treasury
Reform (1990/1992); a Member of
the National Board of the
Portuguese Securities Market
Committee (1992-1995); Executive
Director of Banco Fonsecas &
Burnay (1991-1996); Deputy
Chairman of the Banco Portugués
de Investimento (1989-2007);
Executive Director of the Banco
Portugués de Investimento (1985-
1989); Assistant Manager of the
Sociedade Portuguesa de
Investimentos (SPI) (1983-1985);
Chief of Cabinet of the Ministry of
Finance of the Government of
Portugal (1981-1983); Member of
the Secretariat for Economic
Cooperation of the Portuguese
Ministry of Foreign Affairs (1979-
1980), and Member of the
Portuguese delegation to the
OECD (1975-1979). Responsible for
the financial markets section of the
newspaper Expresso (1973-1974).19
Total number of other external Directors 1
% of the Board 6.67

List any changes in the category of each Director which have occurred during the year:

Name or corporate name of
Director
Date of change Previous category Current category
No data

C.1.4 Complete the following table with information relating to the number of female directors at the close of the past 4 years, as well as the category of each:

Number of female directors % of total
Directors of each category
2023
Financial
year
Financial
year 2022
Financial
year 2021
Financial
year 2020
2023
Financial
year
Financial
year 2022
Financial
year 2021
Financial
year 2020
Executive 0.00 0.00 0.00 0.00
Proprietary 1 1 1 2 33.33 33.33 33.33 28.57
Independent 5 5 5 4 55.55 55.55 55.55 66.67
Other external 0.00 0.00 0.00 0.00
Total 6 6 6 6 40.00 40.00 40.00 42.86

C.1.11 List the positions of director, administrator or representative thereof, held by directors or representatives of directors who are members of the company's board of directors in other entities, whether or not they are listed companies:

Identity of the director or
representative
Corporate name of the
company, listed or not
Position
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
A.I.E. ADVANTERE SCHOOL OF
MANAGEMENT
DIRECTOR
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
ASOCIACIÓN MADRID FUTURO OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
ASOCIACIÓN VALENCIANA DE
EMPRESARIOS
OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
SPANISH CHAMBER OF COMMERCE OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
CÍRCULO DE EMPRESARIOS OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
BASQUE BUSINESS ASSOCIATION OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
CONFEDERACIÓN ESPAÑOLA DE
CAJAS DE AHORROS (CECA)
DEPUTY CHAIRMAN
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
CONFEDERACIÓN ESPAÑOLA DE
DIRECTIVOS Y EJECUTIVOS (CEDE)
BOARD MEMBER

Identification of the
director or representative
Corporate name of the company, listed or
not
Position
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
CONFEDERACIÓN ESPAÑOLA DE
ORGANIZACIONES
EMPRESARIALES (CEOE)
OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
CONSEJO EMPRESARIAL ESPAÑOL
PARA EL DESARROLLO
SOSTENIBLE
DIRECTOR
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
DEUSTO BUSINESS SCHOOL CHAIRMAN
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FOMENT DEL TREBALL NACIONAL OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN ASPEN INSTITUTE BOARD MEMBER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN CAIXABANK DUALIZA CHAIRMAN
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN CONSEJO ESPAÑA -
EE. US
OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN COTEC PARA LA
INNOVACIÓN
DEPUTY CHAIRMAN
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN DE AYUDA CONTRA
LA DROGADICCIÓN (FAD)
DEPUTY CHAIRMAN
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN DE ESTUDIOS DE
ECONOMÍA APLICADA (FEDEA)
CHAIRMAN
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN INSTITUTO HERMES OTHER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN LAB MEDITERRÁNEO BOARD MEMBER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN MOBILE WORLD
CAPITAL BARCELONA
BOARD MEMBER
MR JOSÉ IGNACIO GOIRIGOLZARRI
TELLAECHE
FUNDACIÓN PRO REAL
ACADEMIA ESPAÑOLA
BOARD MEMBER
MR JOSÉ IGNACIO
GOIRIGOLZARRI TELLAECHE
FUNDACIÓN REAL INSTITUTO
ELCANO
BOARD MEMBER
MR JOSÉ IGNACIO
GOIRIGOLZARRI TELLAECHE
FUNDACIÓN SAN TELMO OTHER
MR JOSÉ IGNACIO
GOIRIGOLZARRI TELLAECHE
GARUM FUNDATIO FUNDAZIOA CHAIRMAN
MR JOSÉ IGNACIO
GOIRIGOLZARRI TELLAECHE
INSTITUTE OF INTERNATIONAL
FINANCE
OTHER
MR JOSÉ IGNACIO
GOIRIGOLZARRI TELLAECHE
INSTITUTO BENJAMIN FRANKLIN
- UAH
OTHER

Identification of the
director or representative
Corporate name of the company, listed
or not
Position
MR TOMÁS MUNIESA ARANTEGUI COMPANHIA DE SEGUROS
ALLIANZ PORTUGAL S.A.
DIRECTOR
MR TOMÁS MUNIESA ARANTEGUI FUNDACIÓN ESADE BOARD MEMBER
MR TOMÁS MUNIESA ARANTEGUI SEGURCAIXA ADESLAS, S.A. DE
SEGUROS Y REASEGUROS
DEPUTY CHAIRMAN
MR GONZALO GORTAZAR
ROTAECHE
CÍRCULO DE EMPRESARIOS OTHER
MR GONZALO GORTAZAR
ROTAECHE
EUROFI OTHER
MR GONZALO GORTAZAR
ROTAECHE
FUNDACIÓN CONSEJO ESPAÑA
CHINA
BOARD MEMBER
MR GONZALO GORTAZAR
ROTAECHE
INSTITUTE OF INTERNATIONAL
FINANCE
OTHER
MR EDUARDO JAVIER SANCHIZ
IRAZU
PIERRE FABRE, S.A. DIRECTOR
MR EDUARDO JAVIER SANCHIZ
IRAZU
SABADELL - ASABYS HEALTH
INNOVATION INVESTMENTS, S.C.R,
S.A.
DIRECTOR
MR JOAQUIN AYUSO GARCÍA ADRIANO CARE SOCIMI, S.A. CHAIRMAN
MR JOAQUIN AYUSO GARCÍA CLUB DE CAMPO VILLA DE
MADRID, S.A.
DIRECTOR
MR JOAQUIN AYUSO GARCÍA INSTITUTO BENJAMIN FRANKLIN -
UHA
OTHER
MR JOAQUIN AYUSO GARCÍA REAL SOCIEDAD HÍPICA
ESPAÑOLA CLUB DE CAMPO
CHAIRMAN
MR FRANCISCO JAVIER CAMPO
GARCÍA
ASOCIACIÓN ESPAÑOLA DE
CODIFICACIÓN COMERCIAL
(AECOC)
CHAIRMAN
MR FRANCISCO JAVIER CAMPO
GARCÍA
ASOCIACIÓN PARA EL PROGRESO
DE LA DIRECCIÓN (APD)
DIRECTOR
MR FRANCISCO JAVIER CAMPO
GARCÍA
FUNDACIÓN CAIXABANK DUALIZA BOARD MEMBER
MR FRANCISCO JAVIER CAMPO
GARCÍA
FUNDACIÓN F. CAMPO BOARD MEMBER
MR FRANCISCO JAVIER CAMPO
GARCÍA
FUNDACIÓN ITER BOARD MEMBER
MR FRANCISCO JAVIER CAMPO
GARCÍA
MELIÁ HOTELS INTERNATIONALS
S.A.
DIRECTOR
MS EVA CASTILLO SANZ A.I.E. ADVANTERE SCHOOL OF
MANAGEMENT
DIRECTOR

Identification of the
director or representative
Corporate name
of the entity, whether listed or not
Position
MS EVA CASTILLO SANZ CONSEJO PARA LA ECONOMÍA DE LA
SANTA SEDE
DIRECTOR
MS EVA CASTILLO SANZ FUNDACIÓN ENTRECULTURAS FÉ Y
ALEGRÍA
BOARD MEMBER
MS EVA CASTILLO SANZ FUNDACIÓN UNIVERSITARIA
COMILLAS-ICAI
BOARD MEMBER
MS EVA CASTILLO SANZ INTERNATIONAL CONSOLIDATED
AIRLINES GROUP, S.A. (IAG)
DIRECTOR
MS MARÍA VERÓNICA FISAS VERGÉS ASOCIACIÓN NACIONAL DE
PERFUMERIA Y COSMÉTICA (STANPA)
CHAIRMAN
MS MARÍA VERÓNICA FISAS VERGÉS FUNDACIÓN RICARDO FISAS NATURA
BISSÉ
BOARD MEMBER
MS MARÍA VERÓNICA FISAS VERGÉS FUNDACIÓN STANPA BOARD MEMBER
MS MARÍA VERÓNICA FISAS VERGÉS NATURA BISSÉ INT. DALLAS (USA) CHAIRMAN
MS MARÍA VERÓNICA FISAS VERGÉS NATURA BISSÉ INT. LTD (UK) DIRECTOR
MS MARÍA VERÓNICA FISAS VERGÉS NATURA BISSÉ INT. SA de C.V. (MEXICO) CHAIRMAN
MS MARÍA VERÓNICA FISAS VERGÉS NATURA BISSÉ INTERNATIONAL, S.A. CEO
MS MARÍA VERÓNICA FISAS VERGÉS NB SELECTIVE DISTRIBUTION, S.L. JOINT ADMINISTRATOR
MS MARÍA VERÓNICA FISAS VERGÉS NATURA BISSÉ INTERNATIONAL
TRADING (SHANGHAI), CO., LTD
JOINT ADMINISTRATOR
MS CRISTINA GARMENDIA MENDIZÁBAL COMPAÑÍA DE DISTRIBUCIÓN
INTEGRAL LOGÍSTA HOLDINGS, S.A.
DIRECTOR
MS CRISTINA GARMENDIA MENDIZÁBAL FUNDACIÓN COTEC PARA LA
INNOVACIÓN
CHAIRMAN
MS CRISTINA GARMENDIA MENDIZÁBAL FUNDACIÓN ESPAÑA
CONSTITUCIONAL
BOARD MEMBER
MS CRISTINA GARMENDIA MENDIZÁBAL FUNDACIÓN PELAYO BOARD MEMBER
MS CRISTINA GARMENDIA MENDIZÁBAL FUNDACIÓN SEPI FSP BOARD MEMBER
MS CRISTINA GARMENDIA MENDIZÁBAL JAIZKIBEL 2007, S.L. (HOLDING
COMPANY)
SOLE ADMINISTRATOR

Identity of the director or representative Corporate name of the company, listed
or not
Position
MS CRISTINA GARMENDIA
MENDIZÁBAL
YSIOS ASSET MANAGEMENT, S.L. DIRECTOR
MS CRISTINA GARMENDIA
MENDIZÁBAL
YSIOS CAPITAL PARTNERS CIV I, S.L. DIRECTOR
MS CRISTINA GARMENDIA
MENDIZÁBAL
YSIOS CAPITAL PARTNERS CIV II, S.L. DIRECTOR
MS CRISTINA GARMENDIA
MENDIZÁBAL
YSIOS CAPITAL PARTNERS CIV III, S.L. DIRECTOR
MS CRISTINA GARMENDIA
MENDIZÁBAL
YSIOS CAPITAL PARTNERS SGEIC, S.A. DIRECTOR
MS CRISTINA GARMENDIA
MENDIZÁBAL
ASOCIACIÓN ESPAÑOLA CONTRA EL
CANCER (AECC)
OTHER
MS CRISTINA GARMENDIA
MENDIZÁBAL
FUNDACIÓN MUJERES POR ÁFRICA OTHER
MS CRISTINA GARMENDIA
MENDIZÁBAL
UNICEF, COMITÉ ESPAÑOL OTHER
MS CRISTINA GARMENDIA
MENDIZÁBAL
FUNDACIÓN REAL ESCUELA
ANDALUZA DE ARTE ECUESTRE
BOARD MEMBER
MS CRISTINA GARMENDIA
MENDIZÁBAL
FUNDACIÓN MARGARITA SALAS BOARD MEMBER
MS CRISTINA GARMENDIA
MENDIZÁBAL
MEDIASET ESPAÑA
COMUNICACIÓN, S.A.
DIRECTOR
MR PETER LÖSCHER TELEFONICA, S.A., ESPAÑA DIRECTOR
MR PETER LÖSCHER TELEFONICA DEUTSCHLAND
HOLDING AG
OTHER
MR PETER LÖSCHER ROYAL PHILIPS OTHER
MR PETER LÖSCHER THYSSEN-BORNEMISZA GROUP OTHER
MR PETER LÖSCHER DOHA VENTURE CAPITAL LLC DIRECTOR
MR PETER LÖSCHER FUNDING FOUNDATION GUSTAV
MAHLER JUGENDORCHESTER
BOARD MEMBER
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
AIRBUS GROUP, S.E. DIRECTOR
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
AIRBUS FOUNDATION BOARD MEMBER
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
FUNDACIÓN CURARTE BOARD MEMBER
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
FUNDACIÓN MD ANDERSON
INTERNATIONAL ESPAÑA
BOARD MEMBER
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
IESE OTHER

Identity of the director or representative Corporate name
of the entity, whether listed or not
Position
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
A.P. MOLLER-MAERKS A/S A.P. DIRECTOR
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
VODAFONE FOUNDATION BOARD MEMBER
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
VODAFONE GROUP PLC DIRECTOR
MR JOSÉ SERNA MASIÁ ASOCIACIÓN ESPAÑOLA DE SENIORS
DE GOLF
DEPUTY CHAIRMAN
MS KORO USARRAGA UNSAIN 2005 KP INVERSIONES, S.L. JOINT ADMINISTRATOR
VEHICLE TESTING EQUIPMENT,
MS KORO USARRAGA UNSAIN S.L. (WHOLLY OWNED SUBSIDIARY OF
2005 KP INVERSIONES, S.L.)
JOINT ADMINISTRATOR
MS KORO USARRAGA UNSAIN VEHICLE TESTING EQUIPMENT DIRECTOR

For information regarding whether they are paid positions or not, see section C.1.11 of the document in free format.

In some cases, the positions do not correspond to their real name due to the limitations of the electronic form. For the exact titles, see the document in free format.

Indicate, where appropriate, the other remunerated activities of the directors or directors' representatives, whatever their nature, other than those indicated in the previous table.

Identity of the director or representative Other paid activities
MR JOAQUIN AYUSO GARCÍA Member of the Advisory Board of AT KEARNEY, S.A.
MR FRANCISCO JAVIER CAMPO GARCÍA Member of the Advisory Board of AT KEARNEY, S.A. Senior
Advisor of GRUPO EMPRESARIAL PALACIOS
ALIMENTACIÓN, S.A. Senior Advisor of IPA CAPITAL, S.L.
(Pastas Gallo). Senior Advisor at IMPORTACO, S.A.
MS CRISTINA GARMENDIA MENDIZÁBAL Member of the Advisory Board of INTEGRATED SERVICE
SOLUTIONS, S.L. Member of the Advisory Board of
MCKINSEY & COMPANY. Member of the Advisory Board of
S2 GRUPO DE INNOVACIÓN EN PROCESOS
ORGANIZATIVOS, S.L.U. Member of the Advisory Board of
UNIVERSIDAD EUROPEA DE MADRID, S.A.
MS MARÍA AMPARO MORALEDA MARTÍNEZ Member of the Advisory Board of AT KEARNEY, S.A. Member
of the Advisory Board of ISS ESPAÑA. Member of the
Advisory Board of SAP IBÉRICA. Member of the Advisory
Board of SPENCER STUART.
MS MARÍA TERESA SANTERO QUINTILLÁ Lecturer at the INSTITUTO DE EMPRESA MADRID.

C.1.12 State whether the company has established rules on the number of boards on which its directors may hold seats, providing details if applicable, identifying, where appropriate, where this is regulated:

[ √ ] Yes
[
]
No

C.1.13 State total remuneration received by the Board of Directors:

Board remuneration in financial year (thousands of €)
Cumulative amount of funds of current directors in long-term savings schemes with
vested economic rights (thousands of €)
Cumulative amount of funds of current directors in long-term savings schemes with
non-vested economic rights (thousands of €)
Amount of funds accumulated by former directors
through long-term savings schemes (thousands of euros)

C.1.14 List any members of senior management who are not executive Directors and indicate total remuneration paid to them during the year.

Name or corporate name Position(s)
MR DAVID LÓPEZ PUIG CHIEF HUMAN RESOURCES
MR LUIS JAVIER BLAS AGÜEROS CHIEF OPERATING OFFICER
MR IGNACIO BADIOLA GÓMEZ DIRECTOR CORPORATE & INVESTMENT BANKING
MR MANUEL GALARZA PONT HEAD OF CONTROL, COMPLIANCE AND PUBLIC AFFAIRS
MR JORGE MONDÉJAR LÓPEZ HEAD OF RISK
MR JAVIER PANO RIERA CHIEF FINANCIAL OFFICER
MS MARÍA LUISA MARTÍNEZ GISTAU HEAD OF COMMUNICATIONS AND INSTITUTIONAL RELATIONS
MR EUGENIO SOLLA TOMÉ CHIEF SUSTAINABILITY OFFICER
MR FRANCISCO JAVIER VALLE T
FIGUERAS
HEAD OF INSURANCE
MR ÓSCAR CALDERÓN DE OYA BOARD SECRETARY AND GENERAL COUNCIL
MS MARÍA LUISA RETAMOSA
FERNÁNDEZ
HEAD OF INTERNAL AUDIT
MR MATTHIAS BULACH HEAD OF ACCOUNTING, MGMT CONTROL AND CAPITAL.
MR JAUME MASSANA RIBALTA HEAD OF RETAIL, PRIVATE AND BUSINESS BANKING
MR JORDI NICOLAU AYMAR HEAD OF PAYMENTS AND CONSUMER
MS MARIONA VICENS CUYÁS HEAD OF DIGITAL TRANSFORMATION AND ADVANCED ANALYTICS
Number of women in senior management
Percentage of total members of senior management 20.00

Total remuneration received by senior management (thousands of euros) 14.081
C.1.15 Indicate whether any changes have been made to the Board Regulations during the year.
[ √ ]
[
]
Yes
No
C.1.21 appointed Chairman. Indicate whether there are any specific requirements other than those relating to the Directors, to be
[
]
[ √ ]
Yes
No
independent directors other than those required by law: C.1.23 State whether the Articles of Association or the Board regulations establish any term limits for
[
]
[ √ ]
Yes
No
specific instructions. C.1.25 State the number of board meetings held during the year and, if applicable, how many times the board
has met without the Chairman's attendance. Attendance will also include proxies appointed with
Number of Board meetings
14
Number of Board meetings held
0
without the Chairman's attendance
neither attendance nor representation of any executive director: State the number of meetings held by the coordinating director with the other directors, where there was

State the number of meetings of the various Board committees held during the year:

Number of meetings of the
EXECUTIVE COMMITTEE
22
Number of meetings of the
APPOINTMENTS AND
SUSTAINABILITY COMMITTEE
12
Number of meetings of the
REMUNERATION COMMITTEE
12
Number of meetings of the
INNOVATION, TECHNOLOGY
AND DIGITAL
TRANSFORMATION COMMITTEE
5
Number of meetings of the
RISK COMMITTEE
14

Number of meetings 2

<-- PDF CHUNK SEPARATOR -->

Number of meetings of the
AUDIT AND CONTROL 14
COMMITTEE

C.1.26 State the number of meetings held by the Board of Directors during the year and the information on member attendance:

Number of meetings attended in person by at least 80% of directors 14
% attended in person out of the total votes during the year 98.56
Number of meetings in situ or representations made with specific instructions of all directors
% of votes issued at in situ meetings or with representations made with specific instructions out of all
votes cast during the year

C.1.27 State if the individual and consolidated financial statements submitted to the Board for preparation were previously certified:

[ ] [ √ ] Yes No

Identify, where applicable, the person(s) who certified the company's individual and consolidated financial statements prior for their authorisation for issue by the Board:

C.1.29 Is the Secretary of the Board also a Director?

[ ] [ √ ] Yes No

Complete if the Secretary is not also a Director:

Name or corporate name of Secretary Representative
MR ÓSCAR CALDERÓN DE OYA
  • C.1.31 State whether the company has changed its external audit firm during the year. If so, identify the incoming audit firm and the outgoing auditor:
  • [ ] Yes
  • [ √ ] No

Explain any disagreements with the outgoing auditor and the reasons for the same:

[ ] Yes

[ √ ] No

C.1.32 State whether the audit firm provides any non-audit services to the company and/or its group and, if so, the sum of the fees paid and the percentage this represents of the fees for audit work invoiced to the company and/or its group:

[ √ ] Yes
[
]
No
Society Group companies Total
Amount of non-audit work
(thousands of euros)
1,316 222 1,538
Amount invoiced for non-audit
services/Amount for audit work
(in %)
45.00 6.00 24.00

C.1.33 State whether the auditors' report on the financial statements for the preceding year contains a qualified opinion or reservations. If so, please explain the reasons given by the chairman of the audit committee to the shareholders at the General Shareholders' Meeting to explain the content and extent of the aforementioned qualified opinion or reservations.

[
]
Yes
[ √ ] No

C.1.34 State the number of consecutive years the current audit firm has been auditing the individual and/or consolidated financial statements of the company. Likewise, indicate for how many years the current firm has been auditing the financial statements as a percentage of the total number of years over which the financial statements have been audited:

Individual Consolidated
Number of consecutive years 6 6
Individual Consolidated
Number of fiscal years audited by the current audit firm/number of
fiscal years the company has been audited (in %)
25.00 25.00

C.1.35 Indicate whether there are procedures for Directors to receive the information they need in sufficient time to prepare for the meetings of the governing bodies.

[ √ ] Yes [ ] No

Details of procedure

There is a procedure in place whereby directors may obtain the information needed to prepare for the meetings with the governing bodies with sufficient time. In general, documents for approval by the Board, especially those which cannot be fully analysed and discussed during the meeting due to their length, are sent to Board members prior to the meetings.

Furthermore, pursuant to article 22 of the Regulations of the Board, the board may request information on any aspect of the Company and its Group and examine its books, records, documents and further documentation. Requests must be sent to the executive directors who will forward the matters to the appropriate parties and they must notify the director, when applicable, of their duty of confidentiality.

C.1.39 Identify individually, for directors, and collectively, in other cases, and provide details of any agreements made between the company and its directors, executives or employees containing indemnity or golden parachute clauses in the event of resignation or dismissal or termination of employment without cause following a takeover bid or any other type of operation.

Number of beneficiaries 33
Type of beneficiary Description of the agreement
Chairman, CEO and 2 members of the
Management Committee, 3 Executives // 26
Middle Managers
Chairman and CEO: One year of the fixed components of his
remuneration. Members of the Management Committee: 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 members of the committee for whom the
indemnity to which they are legally entitled is still less than one year of
their salary. Further, the Chairman, CEO and members of the
Management Committee are entitled to one annual payment of their
fixed remuneration, paid in monthly instalments, as consideration for
their non-compete undertaking.
This payment would be discontinued were this covenant to be breached.
Executives and middle managers: 29 Executives and middle managers
between 0.1 and 2 annual payments of fixed remuneration above that
provided by law. Executives and middle managers of Group companies
are included in the calculation.

State if these contracts have been communicated to and/or approved by management bodies of the company or of the Group, beyond the cases stipulated by regulations. If so, specify the procedures, events and nature of the bodies responsible for their approval or for communicating this:

Board of Directors General Shareholders'
Meeting
Body authorising clauses
Yes No
Is the General Shareholders'
Meeting informed of such
clauses?

C.2 Board Committees

C.2.1 Give details of all the Board committees, their members and the proportion of proprietary and independent Directors.

EXECUTIVE COMMITTEE
Name Position Category
MS EVA CASTILLO SANZ MEMBER Independent
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE CHAIRMAN Executive
MS KORO USARRAGA UNSAIN MEMBER Independent

EXECUTIVE COMMITTEE
Name Position Category
MR TOMÁS MUNIESA ARANTEGUI MEMBER Proprietary
MS MARÍA AMPARO MORALEDA MARTÍNEZ MEMBER Independent
MR GONZALO GORTAZAR ROTAECHE MEMBER Executive
MR EDUARDO JAVIER SANCHIZ IRAZU MEMBER Independent
% of executive Directors 28.57
% of proprietary Directors 14.29
% of independent Directors 57.14
% of other external Directors 0.00
APPOINTMENTS AND SUSTAINABILITY COMMITTEE
Name Position Category
MR EDUARDO JAVIER SANCHIZ IRAZU MEMBER Independent
MR FRANCISCO JAVIER CAMPO GARCÍA MEMBER Independent
MS MARÍA AMPARO MORALEDA MARTÍNEZ CHAIRMAN Independent
MR FERNANDO MARÍA COSTA DUARTE ULRICH MEMBER Other External
MR PETER LÖSCHER MEMBER Independent
% of executive Directors 0.00
% of proprietary Directors 0.00
% of independent Directors 80.00
% of other external Directors 20.00
REMUNERATION COMMITTEE
Name Position Category
MR JOAQUIN AYUSO GARCÍA MEMBER Independent
MR JOSÉ SERNA MASIÁ MEMBER Proprietary
MS CRISTINA GARMENDIA MENDIZÁBAL MEMBER Independent
MS EVA CASTILLO SANZ CHAIRMAN Independent
MS KORO USARRAGA UNSAIN MEMBER Independent
% of executive Directors 0.00
% of proprietary Directors 20.00
% of independent Directors 80.00
% of other external Directors 0.00

INNOVATION, TECHNOLOGY AND DIGITAL TRANSFORMATION COMMITTEE
Name Position Category
MS EVA CASTILLO SANZ MEMBER Independent
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE CHAIRMAN Executive
MS CRISTINA GARMENDIA MENDIZÁBAL MEMBER Independent
MS MARÍA AMPARO MORALEDA MARTÍNEZ MEMBER Independent
MR GONZALO GORTAZAR ROTAECHE MEMBER Executive
MR FRANCISCO JAVIER CAMPO GARCÍA MEMBER Independent
MR PETER LÖSCHER MEMBER Independent
% of executive Directors 28.57
% of proprietary Directors 0.00
% of independent Directors 71.43
% of other external Directors 0.00
RISK COMMITTEE
Name Position Category
MR JOAQUIN AYUSO GARCÍA MEMBER Independent
MS KORO USARRAGA UNSAIN CHAIRMAN Independent
MS MARÍA VERÓNICA FISAS VERGÉS MEMBER Independent
MR TOMÁS MUNIESA ARANTEGUI MEMBER Proprietary
MR FERNANDO MARÍA COSTA DUARTE ULRICH MEMBER Other External
% of executive Directors 0.00
% of proprietary Directors 20.00
% of independent Directors 60.00
% of other external Directors 20.00
AUDIT AND CONTROL COMMITTEE
Name Position Category
MR JOSÉ SERNA MASIÁ MEMBER Proprietary
MS CRISTINA GARMENDIA MENDIZÁBAL MEMBER Independent
MR EDUARDO JAVIER SANCHIZ IRAZU CHAIRMAN Independent
MS MARÍA TERESA SANTERO QUINTILLÁ MEMBER Proprietary
MR FRANCISCO JAVIER CAMPO GARCÍA MEMBER Independent

% of executive Directors 0.00

% of proprietary Directors 40.00
% of independent Directors 60.00
% of other external Directors 0.00

Identify the directors who are members of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date that the Chairperson of this committee was appointed.

Names of directors with experience MR JOSÉ SERNA MASIÁ / MS CRISTINA
GARMENDIA MENDIZÁBAL / MR
EDUARDO JAVIER SANCHIZ IRAZU / MS
MARÍA TERESA SANTERO QUINTILLÁ /
MR FRANCISCO JAVIER CAMPO GARCÍA
Date of appointment of the
chairperson
31/03/2023

C.2.2 Complete the following table with information regarding the number of female directors who were members of board committees at the close of the past four years:

Number of female directors
Financial year 2022 Financial year 2021 Financial year 2020 Financial year 2019
Number % Number % Number % Number %
EXECUTIVE
COMMITTEE
3 42.86 4 57.14 4 57.14 3 50.00
APPOINTMENTS
AND
SUSTAINABILITY
COMMITTEE
1 20.00 1 20.00 0 0.00 1 33.33
REMUNERATION
COMMITTEE
3 60.00 2 50.00 2 50.00 2 66.67
INNOVATION,
TECHNOLOGY AND
DIGITAL
TRANSFORMATION
COMMITTEE
3 42.86 3 60.00 3 60.00 2 50.00
RISK COMMITTEE 2 40.00 2 33.33 2 33.33 3 60.00
AUDIT AND
CONTROL
COMMITTEE
2 40.00 3 50.00 3 50.00 2 50.00

D. RELATED-PARTY AND INTRAGROUP TRANSACTIONS

D.2 Give individual details of operations that are significant due to their amount or of importance due to their subject matter carried out between the company or its subsidiaries and shareholders holding 10% or more of the voting rights or who are represented on the board of directors of the company, indicating which has been the competent body for its approval and if any affected shareholder or director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board without a vote against the majority of the independents:

Name or corporate
name of the
shareholder or any
of its subsidiaries
%
Participation
Name or
corporate
name of the
company or
entity within
its group
Amount
(thousan
ds of
euros)
Approvin
g body
Identification of the
significant
shareholder or
director abstaining
from voting
The proposal to
the board, if
applicable, has
been approved by
the board without
a vote against the
majority of
independents
No data
Name or corporate
name of the
shareholder or any
of its subsidiaries
Nature of the
relationship
Type of operation and other information required for its evaluation
No data

D.3 Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with the administrators or managers of the company, including those operations carried out with entities that the administrator or manager controls or controls jointly, indicating the competent body for its approval and if any affected shareholder or director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board without a vote against the majority of the independents:

Name or corporate
name of
administrators or
managers or their
controlled or jointly
controlled entities
Name or
corporate
name of the
company or
entity within
its group
Relationship Amount
(thousan
ds of
euros)
Approvin
g body
Identification of the
significant
shareholder or
director abstaining
from voting
The proposal to
the board, if
applicable, has
been approved
by the board
without a vote
against the
majority of
independents
No data

Name or
corporate name
of administrators
or managers or
their controlled or
jointly controlled
entities
Type of operation and other information required for its evaluation
No data

D.4 Report individually on intra-group transactions that are significant due to their amount or relevant due to their subject matter that have been undertaken by the company with its parent company or with other entities belonging to the parent's group, including subsidiaries of the listed company, unless no other related party of the listed company has an interest in such subsidiaries or the latter are wholly owned, directly or indirectly, by the listed company.

In any case, list any intragroup transactions carried out with entities in countries or territories considered to be tax havens:

Corporate name
of the group
company
Brief description of the operation and other
information necessary for its evaluation
Amount
(thousands of
euros)
No data

D.5 Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with other related parties pursuant to the international accounting standards adopted by the EU, which have not been reported in previous sections.

Corporate name of
the related party
Brief description of the operation and
other information necessary for its
evaluation
Amount
(thousands of euros)
No data

G. DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS

Indicate the degree of the company's compliance with the recommendations of the Good Governance Code of Listed Companies.

Should the company not comply with any of the recommendations or comply only in part, include a detailed explanation of the reasons so that shareholders, investors and the market in general have enough information to assess the company's behaviour. General explanations are not acceptable.

  1. The By-laws of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles to the takeover of the company by means of share purchases on the market.

Compliant [X] Explain [ ]

    1. When the listed company is controlled, pursuant to the meaning established in Article 42 of the Commercial Code, by another listed or non-listed entity, and has, directly or through its subsidiaries, business relationships with that entity or any of its subsidiaries (other than those of the listed company) or carries out activities related to the activities of any of them, this is reported publicly, with specific information about:
    2. a) The respective areas of activity and possible business relationships between, on the one hand, the listed company or its subsidiaries and, on the other, the parent company or its subsidiaries.
    3. b) The mechanisms established to resolve any conflicts of interest that may arise.

Complies [ ] Partially complies [ ] Explain [ ] Not applicable [X]

This Recommendation is not deemed to be applicable as CaixaBank is not a company controlled by another entity, listed or otherwise, in the sense of Article 42 of the Commercial Code.

    1. During the annual general meeting the chairman of the board should verbally inform shareholders in sufficient detail of the most relevant aspects of the company's corporate governance, supplementing the written information circulated in the annual corporate governance report. In particular:
    2. a) Changes taking place since the previous annual general meeting.
    3. b) The specific reasons for the company not following a given Good Governance Code recommendation, and any alternative procedures followed in its stead.

  1. The company should draw up and implement a policy of communication and contacts with shareholders and institutional investors, in the context of their involvement in the company, as well as proxy advisors, which complies in full with market abuse regulations and accords equitable treatment to shareholders in the same position. This policy should be disclosed on the company's website, complete with details of how it has been put into practice and the identities of the relevant interlocutors or those charged with its implementation.

Further, without prejudice to the legal obligations of disclosure of inside information and other regulated information, the company should also have a general policy for the communication of economic-financial, nonfinancial and corporate information through the channels it considers appropriate (media, social media or other channels) that helps maximise the dissemination and quality of the information available to the market, investors and other stakeholders.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The Board of Directors should not make a proposal to the General Meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding 20% of capital at the time of such delegation.

When a Board approves the issuance of shares or convertible securities without pre-emptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.

Complies [ ] Partially compliant [X] Explain [ ]

Law 5/2021 of 12 April, which amended the Capital Companies Act, expressly imposed as a general prohibition for listed companies the possibility that the General Shareholders' Meeting may delegate to the Board of Directors the power to increase the share capital, excluding pre-emptive subscription rights, by an amount exceeding 20% of the share capital at the time of authorisation.

Similarly, it limited the delegation of the power to issue convertible bonds with exclusion of pre-emptive subscription rights, so that the maximum number of shares into which the bonds may be converted, added to the number of shares issued by the directors under the delegation to increase capital, does not exceed 20% of the share capital. However, in the case of credit institutions, the Law expressly allows this 20% limit not to be applied to convertible bond issues, provided that these issues comply with the requirements of Regulation (EU) 575/2013 and are therefore considered additional Tier 1 capital instruments of the issuing credit institution.

CaixaBank, by its nature as a credit institution, is expressly authorised by law not to apply the 20% limit to convertible bond issues carried out with exclusion of pre-emptive subscription rights, provided that these issues comply with the requirements of Regulation (EU) 575/2013 and are considered additional Tier 1 capital instruments of the issuing credit institution. The General Shareholders's Meeting of 22 May 2020 authorised the Board of Directors to increase the capital on one or more occasions, within a period of five years from that date, by the maximum nominal amount of EUR 2,990,719,015 (50% of the share capital at the time of authorisation), through the issue of new shares, the consideration for the new shares to be issued consisting of cash contributions, with the power to set the terms and conditions of the capital increase. The authorisation of the General Shareholders' Meeting of 22 May 2020, currently in force, provides for the delegation to the Board of the power to exclude, in whole or in part, the preemptive subscription right, although in this case, in line with current legislation, the total amount of capital increases will be limited, in general, to a maximum of 1,196,287,606 euros (20% of the share capital at the time of authorisation). As an exception, the resolution of 22 May 2020 provides that this limit shall not apply to the increases in share capital that the Board may approve, with suppression of pre-emptive subscription rights, to cover the conversion of convertible securities that the Board of Directors resolves to issue pursuant to the authorisation of the General Meeting of Shareholders, with the general limit of 2,990,719,015 euros applying to such capital increases.

In this regard, the General Shareholders' Meeting held on 14 May 2021 resolved to authorise the Board of Directors to issue regulatory capital instruments, complying with the requirements set forth in Regulation (EU) 575/2013, up to a maximum aggregate amount of EUR 3,500,000,000,000 and for a period of three years, with the power to exclude pre-emptive subscription rights in the event that the corporate interest so justifies.

Pursuant to the above, capital increases agreed by the Board of Directors to cover the conversion of these securities shall not be subject to the limit of 1,196,287,606 euros.

It should be noted that as of 3 May 2021, the Capital Companies Act expressly stipulates that the 20% limit will not apply to convertible bond issues by credit institutions, provided that these issues comply with the requirements set out in Regulation (EU) 575/2013 on prudential requirements for credit institutions and investment firms in order for the convertible bonds issued to qualify as additional Tier 1 capital instruments of the issuing credit institution, as is the case of the securities authorised for issue by the General Meeting of Shareholders of 14 May 2021, in which case the general limit of 50% for capital increases applies.

At the last General Shareholders' Meeting held on 8 April 2022, the reports of the Board of Directors and BDO Auditores S.L.P. were communicated and made available to the shareholders. (independent expert appointed by the Mercantile Registry) for the purposes of the provisions of article 511 of the Capital Companies Act, relating to the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding pre-emptive subscription rights. This issue was approved by the Board of Directors on 29 July 2021 under the delegation of powers granted in its favour by the Ordinary General Shareholders' Meeting of 14 May 2021, as published in a communication to the CNMV through Other Relevant Information of the same date. In addition, on 16 February 2023, the Board of Directors approved the issue of preference shares convertible into shares for a total nominal amount of 750,000,000 euros and excluding pre-emptive subscription rights, the definitive terms being fixed on 1 March 2023, as published in a communication from OIR on the same date.

On 3 January 2024, CaixaBank reported the approval of an issuance of preferential shares eventually convertible into newly-issue shares (Additional Tier 1), with exclusion of pre-emptive subscription rights, totalling 750 million euros. The detail of the instruments issued pursuant to these agreements are shown in Note 23.3 (Annual Financial Statements).

Details of the instruments issued under this agreement are presented in Note 23.3 (Annual Financial Statements).

    1. Listed companies drawing up the following reports on a voluntary or compulsory basis should publish them on their website well in advance of the annual general meeting, even if their distribution is not obligatory:
    2. a) Report on auditor independence.
    3. b) Reviews of the operation of the Audit Committee and the Appointments and Remuneration Committee.
    4. c) Audit Committee report on third-party transactions.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The company should broadcast its general meetings live on the corporate website.

The company should have mechanisms that allow the delegation and exercise of votes by electronic means and even, in the case of large-cap companies and, to the extent that it is proportionate, attendance and active participation in the general shareholders' meeting.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The Audit Committee should strive to ensure that the financial statements that the Board of Directors presents to the general shareholders' meeting are drawn up in accordance to accounting legislation. And in those cases

where the auditor includes any qualification in its report, the chairman of the audit committee should give a clear explanation at the general meeting of their opinion regarding the scope and content, making a summary of that opinion available to the shareholders at the time of the publication

of the notice of the meeting, along with the rest of proposals and reports of the board.

  1. The company should disclose its conditions and procedures for admitting share ownership, the right to attend general meetings and the exercise or delegation of voting rights, and display them permanently on its website.

Such conditions and procedures should encourage shareholders to attend and exercise their rights and be applied in a non-discriminatory manner.

Compliant [X] Partially complies [ ] Explain [ ]

    1. When an accredited shareholder exercises the right to supplement the agenda or submit new proposals prior to the general meeting, the company should:
    2. a) Immediately circulate the supplementary items and new proposals.
    3. b) Disclose the model of attendance card or proxy appointment or remote voting form duly modified so that new agenda items and alternative proposals can be voted on in the same terms as those submitted by the Board of Directors.
    4. c) Put all these items or alternative proposals to the vote applying the same voting rules as for those submitted by the Board of Directors, with particular regard to presumptions or deductions about the direction of votes.
    5. d) After the general meeting, disclose the breakdown of votes on such supplementary items or alternative proposals.
Complies [ Partially compliant [X] Explain [ Not applicable [
] ] ]

With regard to section c), the Board agrees that there are different presumptions about the direction of the vote for proposals submitted by shareholders and those submitted by the Board (as established in the Regulations of the Company's General Meeting), opting for the presumption of a vote in favour of agreements proposed by the Board of Directors (because the shareholders absent for the vote have had the opportunity to record their absence so their vote is not counted and they can also vote early in another direction through the mechanisms established for that purpose) and for the presumption of a vote against agreements proposed by shareholders (since there is a probability that the new proposals will deal with agreements that are contradictory to the proposals submitted by the Board of Directors and it is impossible to attribute opposite directions for their votes to the same shareholder. Additionally, shareholders who were absent have not had the opportunity to assess and vote early on the proposal).

Although this practice does not reflect the wording of Recommendation 10, it does better achieve the final objective of Principle 7 of the Good Governance Code which makes express reference to the Corporate Governance Principles of the OECD, which outline that the procedures used in Shareholders' Meetings must ensure the transparency of the count and the adequate registration of votes, especially in situations of voting battles, new items on the agenda and alternative proposals, because it is a measure of transparency and a guarantee of consistency when exercising voting rights.

  1. In the event that a company plans to pay for attendance at the general meeting, it should first establish a general, long-term policy in this respect.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. The Board of Directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interest, understood as the creation of a profitable business that promotes its sustainable success over time, while maximising its economic value.

In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to principles of good faith, ethics and respect for commonly accepted customs and good practices, but also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and other stakeholders, as well as with the impact of its activities on the broader community and the natural environment.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The Board of Directors should have an optimal size to promote its efficient functioning and maximise participation. The recommended range is accordingly between five and fifteen members.

Compliant [X] Explain [ ]

    1. The Board of Directors should approve a policy aimed at promoting an appropriate composition of the board that:
    2. a) Is concrete and verifiable.
    3. b) ensures that appointment or re-election proposals are based on a prior analysis of the competences required by the board; and
    4. c) It favours diversity of knowledge, experience, age and gender. Therefore, measures that encourage the company to have a significant number of female senior managers are considered to favour gender diversity.

The results of the prior analysis of competences required by the board should be written up in the Appointments Committee's explanatory report, to be published when the general shareholders' meeting is convened that will ratify the appointment and re-election of each director.

The nomination committee should run an annual check on compliance with this policy and set out its findings in the annual corporate governance report.

  1. Proprietary and independent Directors should constitute an ample majority on the Board of Directors, while the number of executive Directors should be the minimum practical bearing in mind the complexity of the corporate group and the ownership interests they control.

The number of female directors should represent at least 40% of the total number of members of the board of directors before the end of 2022 and not being below 30% before that time.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The percentage of proprietary Directors out of all non-executive Directors should be no greater than the proportion between the ownership stake of the shareholders they represent and the remainder of the company's capital.

This criterion can be relaxed:

  • a) In large cap companies where few or no equity stakes attain the legal threshold for significant shareholdings.
  • b) In companies with a plurality of shareholders represented on the board but not otherwise related.

Compliant [X] Explain [ ]

  1. Independent Directors should be at least half of all Board members.

However, when the company does not have a large market capitalisation, or when a large cap company has shareholders individually or concertedly controlling over 30 percent of capital, independent Directors should occupy, at least, a third of Board places.

Compliant [X] Explain [ ]

    1. Companies should post the following Director particulars on their websites, and keep them permanently updated:
    2. a) Professional experience and background.
    3. b) Directorships held in other companies, listed or otherwise, and other paid activities they engage in, of whatever nature.
    4. c) Statement of the Director class to which they belong, in the case of proprietary Directors indicating the shareholder they represent or have links with.
    5. d) Dates of their first appointment as a board member and subsequent re-elections.
    6. e) Shares held in the company, and any options on the same.

  1. Following verification by the nomination committee, the Annual Corporate Governance Report should disclose the reasons for the appointment of proprietary Directors at the request of shareholders controlling less than 3 percent of capital; and explain any rejection of a formal request for a Board place from shareholders whose equity stake is equal to or greater than that of others applying successfully for a proprietary directorship.
Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]
  1. Proprietary Directors should resign when the shareholders they represent dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to proprietary Directors, the latter's number should be reduced accordingly.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. The Board of Directors should not propose the removal of independent Directors before the expiry of their tenure as mandated by the By-laws, except where they find just cause, based on a proposal from the Appointments Committee. In particular, just cause will be presumed when Directors take up new posts or responsibilities that prevent them allocating sufficient time to the work of a board member, or are in breach of their fiduciary duties or come under one of the disqualifying grounds for classification as independent enumerated in the applicable legislation.

The removal of independent Directors may also be proposed when a takeover bid, merger or similar corporate transaction alters the company's capital structure, provided the changes in board membership ensue from the proportionality criterion set out in Recommendation 16.

Compliant [X] Explain [ ]

  1. Companies should establish rules obliging directors to disclose any circumstance that might harm the organisation's name or reputation, related or not to their actions within the company, and tendering their resignation as the case may be, and, in particular, to inform the board of any criminal charges brought against them and the progress of any subsequent trial.

When the board is informed or becomes aware of any of the situations mentioned in the previous paragraph, the board of directors should examine the case as soon as possible and, attending to the particular circumstances, decide, based on a report from the Appointments and Remuneration Committee, whether or not to adopt any measures such as opening of an internal investigation, calling on the director to resign or proposing his or her dismissal. The board should give a reasoned account of all such determinations in the annual corporate governance report, unless there are special circumstances that justify otherwise, which must be recorded in the minutes. This is without prejudice to the information that the company must disclose, if appropriate, at the time it adopts the corresponding measures.

Compliant [X] Partially complies [ ] Explain [ ]

  1. Directors should express their clear opposition when they feel a proposal submitted for the board's approval might damage the corporate interest. In particular, independents and other Directors not subject to potential conflicts of interest should strenuously challenge any decision that could harm the interests of shareholders lacking board representation.

When the Board makes material or reiterated decisions about which a Director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next Recommendation.

The terms of this Recommendation also apply to the Secretary of the Board, even if he or she is not a Director.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. Directors who give up their position before their tenure expires, through resignation or resolution of the general meeting, should state the reasons for this decision, or in the case of non-executive directors, their opinion of the reasons for the general meeting resolution, in a letter to be sent to all members of the board.

This should all be reported in the annual corporate governance report, and if it is relevant for investors, the company should publish an announcement of the departure as rapidly as possible, with sufficient reference to the reasons or circumstances provided by the director.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. The Appointments Committee should ensure that non-executive Directors have sufficient time available to discharge their responsibilities effectively.

The Board of Directors regulations should lay down the maximum number of company boards on which Directors can serve.

  1. The Board should meet with the necessary frequency to properly perform its functions, eight times a year at least, in accordance with a calendar and agendas set at the start of the year, to which each Director may propose the addition of initially unscheduled items.

Compliant [X] Partially complies [ ] Explain [ ]

  1. Director absences should be kept to a strict minimum and quantified in the Annual Corporate Governance Report. In the event of absence, Directors should delegate their powers of representation with the appropriate instructions.

Complies [ ] Partially compliant [X] Explain [ ]

In the event of unavoidable absences, in order to prevent de facto changes to the balance of the Board of Directors, legislation allows for delegation to another director (non-executives only to other non-executives) - this is established in Principle 14 of the Good Governance Code and also envisaged in By-laws (article 37), as well as the Board's Regulations (article 17), which determine that Directors must personally attend Board meetings. However, when they are unable to do so in person, they shall endeavour to grant their proxy in writing, on a special basis for each meeting, to another Board member, including the appropriate instructions therein. Non-executive Directors may only delegate a proxy who is another non-executive Director, while independent Directors may only delegate to another independent Director.

It should also be noted that CaixaBank's Corporate Governance Policy states that in relation to the duty of directors to attend Board meetings, if they cannot attend in person for justified reasons, they shall endeavour to grant their proxy in writing, and separately for each meeting, to a fellow Board member. Every effort must be made to ensure that each and every director attends at least 80% of Board meetings. As such, proxies are a comparative rarity at CaixaBank.

The Board of Directors considers, as good corporate governance practice, that when directors are unable to attend meetings, proxies are not generally delegated with specific instructions. This does not amend, de facto, the balance of the Board given that delegations may only be made by non-executive directors to other non-executive directors, and independent directors may only delegate to other independent directors, while directors are always required to defend the company's corporate interest regardless of their director status.

Moreover, and reflecting the freedom of each director who may also delegate with the appropriate instructions as suggested in the Board's Regulations, the decision to delegate without instructions represents each director's freedom to consider what provides most value to their proxy, and they may finally decide on the grounds that they want to give their proxy freedom to adapt to the result of the Board meeting

debate. This, in addition, is in line with the law on the powers of the Chairman of Board, who is given, among others, the responsibility of encouraging a good level of debate and the active involvement of all directors, safeguarding their right to adopt any posi tion or stance they see fit.

Therefore, the freedom to appoint proxies with or without specific instructions, at the discretion of each director, is considered good practice and, specifically, the absence of instructions is seen as facilitating the proxy's ability to adapt to the content of the debate.

  1. When Directors or the Secretary express concerns about some proposal or, in the case of Directors, about the company's performance, and such concerns are not resolved at the meeting, the person expressing them can request that they be recorded in the minute book.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. The company should provide suitable channels for Directors to obtain the advice they need to carry out their duties, extending if necessary to external assistance at the company's expense.

Compliant [X] Partially complies [ ] Explain [ ]

  1. Regardless of the knowledge Directors must possess to carry out their duties, they should also be offered refresher programmes when circumstances so advise.

Compliant [X] Explain [ ] Not applicable [ ]

  1. The agendas of Board meetings should clearly indicate on which points directors must arrive at a decision, so they can study the matter beforehand or gather together the material they need.

For reasons of urgency, the Chairman may wish to present decisions or resolutions for board approval that were not on the meeting agenda. In such exceptional circumstances, their inclusion will require the express prior consent, duly minuted, of the majority of directors present.

Compliant [X] Partially complies [
]
Explain [
]
--------------- --------------------------- ----------------
  1. Directors should be regularly informed of movements in share ownership and of the views of major shareholders, investors and rating agencies on the company and its group.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The Chairman, as the person responsible for the efficient functioning of the Board of Directors, in addition to the functions assigned by law and the company's By-laws, should prepare and submit to the Board a schedule of meeting dates and agendas; organise and coordinate regular evaluations of the board and, where appropriate, the company's Chief Executive Officer; exercise leadership of the Board and be accountable for its proper functioning; ensure that sufficient time is given to the discussion of strategic issues, and approve and review refresher courses for each Director, when circumstances so dictate.

Compliant [X] Partially complies [ ] Explain [ ]

  1. When a coordinating director has been appointed, the By-laws or Regulations of the Board of Directors should grant him or her the following powers over and above those conferred by law: chair the Board of Directors in the absence of the Chairman or Vice-Chairmen; give voice to the concerns of non-executive directors; maintain contact with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the Company's corporate governance; and coordinate the Chairman's succession plan.
Compliant [X] Partially complies [ Explain [ Not applicable [
] ] ]

  1. The Board Secretary should strive to ensure that the Board's actions and decisions are informed by the governance recommendations of the Good Governance Code of relevance to the company.

Compliant [X] Explain [ ]

    1. The Board in full should conduct an annual evaluation, adopting, where necessary, an action plan to correct weakness detected in:
    2. a) The quality and efficiency of the Board's operation.
    3. b) The performance and membership of its committees.
    4. c) The diversity of Board membership and competences.
    5. d) The performance of the Chairman of the Board of Directors and the company's Chief Executive.
    6. e) The performance and contribution of individual directors, with particular attention to the chairs of Board committees.

The evaluation of Board committees should start from the reports they send the Board of Directors, while that of the Board itself should start from the report of the Appointments Committee.

Every three years, the Board of Directors should engage an external facilitator to aid in the evaluation process. This facilitator's independence should be verified by the Appointments Committee.

Any business dealings that the facilitator or members of its corporate group maintain with the company or members of its corporate group should be detailed in the Annual Corporate Governance Report.

The process followed and areas evaluated should be detailed in the Annual Corporate Governance Report.

Compliant [X] Partially complies [ ] Explain [ ]

  1. When there is an Executive Committee, there should be at least two non-executive members, at least one of whom should be independent; and its secretary should be the secretary of the Board of Directors.
Compliant [X] Partially complies [ Explain [ Not applicable [
] ] ]
  1. The Board should be kept fully informed of the business transacted and decisions made by the Executive Committee. To this end, all Board members should receive a copy of the committee's minutes.
Compliant [X]
Partially complies [
]
Explain [
]
Not applicable [
]
-------------------------------------------- ---------------- -----------------------

  1. All members of the Audit Committee, particularly its chairman, should be appointed with regard to their knowledge and experience in accounting, auditing and risk management matters, both financial and nonfinancial.

Compliant [X] Partially complies [ ] Explain [ ]

  1. Listed companies should have a unit in charge of the internal audit function, under the supervision of the Audit Committee, to monitor the effectiveness of reporting and control systems. This unit should report functionally to the Board's Non-Executive Chairman or the Chairman of the Audit Committee.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The head of the unit handling the internal audit function should present an annual work programme to the Audit Committee, for approval by this committee or the board, inform it directly of any incidents or scope limitations arising during its implementation, the results and monitoring of its recommendations, and submit an activities report at the end of each year.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

    1. The Audit Committee should have the following functions over and above those legally assigned:
      1. With respect to internal control and reporting systems:
      2. a) Monitor and evaluate the preparation process and the integrity of the financial and non-financial information, as well as the control and management systems for financial and non-financial risks related to the company and, where appropriate, to the group –including operating, technological, legal, social, environmental, political and reputational risks or those related to corruption– reviewing compliance with regulatory requirements, the accurate demarcation of the consolidation perimeter, and the correct application of accounting principles.
      3. b) Monitor the independence of the unit handling the internal audit function; propose the selection, appointment and removal of the head of the internal audit service; propose the service's budget; approve or make a proposal for approval to the board of the priorities and annual work programme of the internal audit unit, ensuring that it focuses primarily on the main risks the company is exposed to (including reputational risk); receive regular report-backs on its activities; and verify that senior management are acting on the findings and recommendations of its reports.
      4. c) Establish and supervise a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, contractors or subcontractors, to report irregularities of potential significance, including financial and accounting irregularities, or those of any other nature, related to the company, that they notice within the company or its group. This mechanism must guarantee confidentiality and enable communications to be made anonymously, respecting the rights of both the complainant and the accused party.
      5. d) In general, ensure that the internal control policies and systems established are applied effectively in practice.
      1. With respect to the external auditor:
      2. a) Investigate the issues giving rise to the resignation of the external auditor, should this come about.
      3. b) Ensure that the remuneration of the external auditor does not compromise its quality or independence.
      4. c) Ensure that the company notifies any change of external auditor through the CNMV, accompanied by a statement of any disagreements arising with the outgoing auditor and the reasons for the same.
      5. d) Ensure that the external auditor has a yearly meeting with the Board in full to inform it of the work undertaken and developments in the company's risk and accounting positions.
      6. e) Ensure that the company and the external auditor adhere to current regulations on the provision of nonaudit services, limits on the concentration of the auditor's business and other requirements concerning auditor independence.

  1. The Audit Committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior officer.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The Audit Committee should be informed of any fundamental changes or corporate transactions the company is planning, so the committee can analyse the operation and report to the Board beforehand on its economic conditions and accounting impact and, when applicable, the exchange ratio proposed.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. The risk control and management policy should identify or establish at least:

  2. a) The different types of financial and non-financial risk the company is exposed to (including operational, technological, financial, legal, social, environmental, political and reputational risks, and risks relating to corruption), with the inclusion under financial or economic risks of contingent liabilities and other off-balancesheet risks.

  3. b) A risk control and management model based on different levels, of which a specialised risk committee will form part when sector regulations provide or the company deems it appropriate.
  4. c) The level of risk that the company considers acceptable.
  5. d) Measures in place to mitigate the impact of risk events should they occur.
  6. e) The internal reporting and control systems to be used to control and manage the above risks, including contingent liabilities and off-balance-sheet risks.

Compliant [X] Partially complies [ ] Explain [ ]

    1. Companies should establish a risk control and management function in the charge of one of the company's internal department or units and under the direct supervision of the Audit Committee or some other dedicated Board committee. This function should be expressly charged with the following responsibilities:
    2. a) Ensure that risk control and management systems are functioning correctly and, specifically, that major risks the company is exposed to are correctly identified, managed and quantified.
    3. b) Participate actively in the preparation of risk strategies and in key decisions about their management.
    4. c) Ensure that risk control and management systems are mitigating risks effectively in the frame of the policy drawn up by the Board of Directors.

  1. Appointees to the Appointments and Remuneration Committee - or of the Appointments Committee and Remuneration Committee, if separately constituted - should have the right balance of knowledge, skills and experience for the functions they are called on to discharge. The majority of their members should be independent Directors.
Compliant [X] Partially complies [
]
Explain [
]
  1. Large cap companies should operate separately constituted Appointments and Remuneration Committees.

Compliant [X] Explain [ ] Not applicable [ ]

  1. The Appointments Committee should consult with the company's chairman and chief executive, especially on matters relating to executive directors.

When there are vacancies on the Board, any Director may approach the Appointments Committee to propose candidates that it might consider suitable.

Compliant [X] Partially complies [ ] Explain [ ]

    1. The Remuneration Committee should operate independently and have the following functions in addition to those assigned by law:
    2. a) Propose to the Board the standard conditions for senior officer contracts.
    3. b) Monitor compliance with the remuneration policy set by the company.
    4. c) Periodically review the remuneration policy for Directors and senior officers, including share-based remuneration systems and their application, and ensure that their individual compensation is proportionate to the amounts paid to other Directors and senior officers in the company.
    5. d) Ensure that conflicts of interest do not undermine the independence of any external advice the committee engages.
    6. e) Verify the information on Director and senior officers' pay contained in corporate documents, including the Annual Directors' Remuneration Statement.

Compliant [X] Partially complies [ ] Explain [ ]

  1. The Remuneration Committee should consult with the Chairman and Chief Executive, especially on matters relating to executive Directors and senior officers.

    1. The terms of reference of supervision and control committees should be set out in the Board of Directors regulations and aligned with those governing legally mandatory Board committees as specified in the preceding sets of recommendations. They should include at least the following terms:
    2. a) Committees should be formed exclusively by non-executive Directors, with a majority of independents.
    3. b) Committees should be chaired by an independent Director.
    4. c) The board should appoint the members of such committees with regard to the knowledge, skills and experience of its directors and each committee's missions, discuss their proposal sand reports; and provide report-backs on their activities and work at the first board plenary following each committee meeting.
    5. d) They may engage external advice, when they feel it necessary for the discharge of their functions.
    6. e) Meeting proceedings should be minuted and a copy made available to all Board members.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. The task of supervising compliance with the policies and rules of the company in the environmental, social and corporate governance areas, and internal rules of conduct, should be assigned to one board committee or split between several, which could be the audit committee, the nomination committee, a committee specialised in sustainability or corporate social responsibility, or a dedicated committee established by the board under its powers of self-organisation. Such a committee should be made up solely of non-executive directors, the majority being independent and specifically assigned the following minimum functions.

54. The minimum functions referred to in the previous recommendation are as follows:

  • a) Monitor compliance with the company's internal codes of conduct and corporate governance rules, and ensure that the corporate culture is aligned with its purpose and values.
  • b) Monitor the implementation of the general policy regarding the disclosure of economic-financial, nonfinancial and corporate information, as well as communication with shareholders and investors, proxy advisors and other stakeholders. Similarly, the way in which the entity communicates and relates with small and medium-sized shareholders should be monitored.
  • c) Periodically evaluate the effectiveness of the company's corporate governance system and environmental and social policy, to confirm that it is fulfilling its mission to promote the corporate interest and catering, as appropriate, to the legitimate interests of remaining stakeholders.
  • d) Ensure the company's environmental and social practices are in accordance with the established strategy and policy.
  • e) Monitor and evaluate the company's interaction with its stakeholder groups.
Compliant [X] Partially complies [ ] Explain [ ]
    1. Environmental and social sustainability policies should identify and include at least:
    2. a) The principles, commitments, objectives and strategy regarding shareholders, employees, clients, suppliers, social welfare issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of corruption and other illegal conducts
    3. b) The methods or systems for monitoring compliance with policies, associated risks and their management.
    4. c) The mechanisms for supervising non-financial risk, including that related to ethical aspects and business conduct.
    5. d) Channels for stakeholder communication, participation and dialogue.
    6. e) Responsible communication practices that prevent the manipulation of information and protect the company's honour and integrity.

Compliant [X] Partially complies [ ] Explain [ ]

  1. Director remuneration should be sufficient to attract individuals with the desired profile and compensate the commitment, abilities and responsibility that the post demands, but not so high as to compromise the independent judgement of non-executive Directors.

  1. Variable remuneration linked to the company and the Director's performance, the award of shares, options or any other right to acquire shares or to be remunerated on the basis of share price movements, and membership of long-term savings schemes such as pension plans should be confined to executive Directors.

The company may consider the share-based remuneration of non-executive Directors provided they retain such shares until the end of their mandate. The above condition will not apply to any shares that the Director must dispose of to defray costs related to their acquisition.

Compliant [X] Partially complies [ ] Explain [ ]

  1. In the case of variable awards, remuneration policies should include limits and technical safeguards to ensure they reflect the professional performance of the beneficiaries and not simply the general progress of the markets or the company's sector, or circumstances of that kind.

In particular, variable remuneration items should meet the following conditions:

  • a) Be subject to predetermined and measurable performance criteria that factor the risk assumed to obtain a given outcome.
  • b) Promote the long-term sustainability of the company and include non-financial criteria that are relevant for the company's long-term value, such as compliance with its internal rules and procedures and its risk control and management policies.
  • c) Be focused on achieving a balance between the delivery of short, medium and long-term objectives, such that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to long-term value creation. This will ensure that performance measurement is not based solely on one-off, occasional or extraordinary events.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. The payment of the variable components of remuneration is subject to sufficient verification that previously established performance, or other, conditions have been effectively met. Entities should include in their annual directors' remuneration report the criteria relating to the time required and methods for such verification, depending on the nature and characteristics of each variable component.

Additionally, entities should consider establishing a reduction clause ('malus') based on deferral for a sufficient period of the payment of part of the variable components that implies total or partial loss of this remuneration in the event that prior to the time of payment an event occurs that makes this advisable.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. In the case of remuneration linked to company earnings, deductions should be computed for any qualifications stated in the external auditor's report.
Compliant [X] Partially complies [ Explain [ Not applicable [
] ] ]
  1. A major part of executive Directors' variable remuneration should be linked to the award of shares or financial instruments whose value is linked to the share price.
Compliant [X] Partially complies [ Explain [ Not applicable [
] ] ]
  1. Following the award of shares, options or financial instruments corresponding to the remuneration schemes, executive directors should not be able to transfer their ownership or exercise them until a period of at least three years has elapsed.

Except for the case in which the director maintains, at the time of the transfer or exercise, a net economic exposure to the variation in the price of the shares for a market value equivalent to an amount of at least twice his or her fixed annual remuneration through the ownership of shares, options or other financial instruments.

The foregoing shall not apply to the shares that the director needs to dispose of to meet the costs related to their acquisition or, upon favourable assessment of the Appointments and Remuneration Committee, to address an extraordinary situation.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. Contractual arrangements should include provisions that permit the company to reclaim variable components of remuneration when payment was out of step with the Director's actual performance or based on data subsequently found to be misstated.

Compliant [X] Partially complies [ ] Explain [ ] Not applicable [ ]

  1. Termination payments should not exceed a fixed amount equivalent to two years of the Director's total annual remuneration and should not be paid until the company confirms that he or she has met the predetermined performance criteria.

For the purposes of this recommendation, payments for contractual termination include any payments whose accrual or payment obligation arises as a consequence of or on the occasion of the termination of the contractual relationship that linked the Director with the company, including previously unconsolidated amounts for longterm savings schemes and the amounts paid under post-contractual non-compete agreements.

Complies [
]
Partially compliant [X]
Explain [
]
Not applicable [
]
---------------------------------------------------------------------------------- -- --- -- --

Payments for termination or expiry of the Chairman's and CEO's contracts, including severance pay in the event of termination or expiry of the relationship in certain cases and the post-contractual non-competition agreement, do not exceed the amount equivalent to two years of the total annual remuneration for each of them.

In addition, CaixaBank has recognised a social security supplement for the CEO to cover retirement, death and permanent total, absolute or severe disability, and for the Chairman to cover death and permanent total, absolute or severe disability.

In the case of the commitment to cover the retirement contingency, this is a system established under a defined contribution plan, for which the annual contributions to be made are fixed in advance.

By virtue of this commitment, the CEO is entitled to receive a retirement benefit when he/she reaches the legally established retirement age. This benefit will be the result of the sum of the contributions made by the Bank and their corresponding returns up to that date, provided that he/she is not terminated 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 CEO's contract, the contributions would be consolidated (except in the event of termination for just cause attributable to the CEO) but in no case is there any provision for the possibility of receiving an early retirement benefit, since its accrual and payment would occur only on the occasion and at the time of retirement (or the occurrence of the other contingencies covered) and not on the occasion of the termination of the contract.

The nature of these savings systems is not to indemnify or compensate for the loss of rights to the assumption of non-competition obligations, as they are configured as a savings system that is endowed over time with periodic contributions and which form part of the fixed components of the usual remuneration package of the Executive Directors; unlike indemnities or compensations for not competing, it grows over time and is not set in absolute terms.

Therefore, the institution would only be in breach of 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.

State whether any Directors voted against or abstained from voting on the approval of this Report.

[ ] Yes [ √ ] No

I declare that the details included in this statistical annex coincide and are consistent with the descriptions and details included in the Annual Corporate Governance Report published by the company.

2023

Annual Remuneration Report

Contents

_02

Governing principles and responsibilities when managing the Remuneration Policy

Remuneration of Directors _PAGE 06 Remuneration Committee _PAGE 07

Terms and conditions of general contracts and of those of the CEO and Chairman

General conditions of the contracts _PAGE 37 Special conditions of the contracts for the CEO and Chairman _PAGE 39

Director Remuneration Policy

Remuneration of directors discharging

Remuneration of directors in their capacity

as such _PAGE 42

executive functions _PAGE 43

for 2024

_06

Table of reconciliation of content with the CNMV

remuneration report template _PAGE 50

Statistical information on remuneration required by the CNMV

_03

Remuneration policy 2023

Remuneration of Directors in their capacity as such _PAGE 10 Remuneration of directors discharging executive functions _PAGE 11

01. Introduction

This Annual Report on Directors' Remuneration for the financial year 2023 (hereinafter, Report or ARR) is prepared by the Board of Directors at the proposal the Remuneration Committee of CaixaBank, S.A. (hereinafter, CaixaBank, Company or Entity) in accordance with the provisions of article 541 of the Capital Companies Act (hereinafter, LSC), following the content and instructions established in Circular 3/2021 of the Spanish National Securities Market Commission (hereinafter, CNMV)1.

In this regard, the Entity has opted to prepare the report in free format, as in previous years, including the content required by regulations, the statistical appendix set out in Circular 3/2021, as well as other relevant information for understanding the remuneration system for the directors of CaixaBank. The purpose of this report is to provide transparency around director remuneration schemes and to facilitate shareholder understanding of the remuneration practices in place at the Bank.

For the financial year 2023, the Directors' Remuneration Policy applicable to the Entity (hereinafter, Remuneration Policy or Policy) was approved by the Annual General Meeting on 8 April 2022, and amended at the General Shareholders' Meeting held on 31 March 2023.

This Remuneration Policy can be consulted on the CaixaBank website through the following link:

https://www.caixabank.com/es/accionistas-inversores/gobierno-

corporativo/remuneracion-consejeros.html

Notwithstanding the above, for the 2024 financial year, an amendment to the Directors' Remuneration Policy approved by the CaixaBank General Meeting of 31 March 2023 is expected to be submitted for approval at the next General Shareholders' Meeting.

1 Circular 3/2021, of 28 September, of the National Securities Market Commission, amending Circular 4/2013, of 12 June, which establishes models for annual remuneration reports for directors of listed public limited companies and members of the board of directors and the control committee of savings banks that issue securities admitted to trading on official securities markets; and Circular 5/2013, of 12 June, which establishes the models for the Annual Report on Corporate Governance of listed limited companies, savings banks and other entities that issue securities in official securities markets.

The main reasons justifying the need to approve a modification of the Policy are the following:

  • 1. Updating of remuneration for membership of the Board and its committees for directors in their capacity as such, with an increase of 3%. The new Policy does not represent an increase in the maximum remuneration limit approved by the General Shareholders' Meeting in 2023.
  • 2. Updating of the fixed and target remuneration of the Chairman and the CEO, as well as the contributions to the CEO's pension scheme. The increase is 3% for the total target remuneration for the Chairman and 5.6% for the fixed remuneration and contributions to long-term savings schemes and 24.9% for the target variable remuneration for the CEO.

Thus, section 5 of this Report describes the characteristics of the Policy that, as of the date of preparation of this Report, is expected to be submitted to the Annual General Meeting in 2024.

As stipulated in article 541 of the Corporate Enterprises Act, this report, which was unanimously approved by the Board of Directors at its meeting of 15 February 2024, will be submitted to a consultative vote of the shareholders at the General Shareholders' Meeting in 2024, as a separate item on the agenda.

Remuneration

The following sections make up the Annual Report on the Remuneration of Directors, which the Board of Directors must draw up and lay before the Annual General Meeting for a consultative vote among shareholders.

02. Governing principles and responsibilities when managing Report

CaixaBank establishes its Remuneration Policy on the basis of a number of general remuneration principles, committed to a market position that allows it to attract and retain the talent needed and to encourage behaviour that ensures long-term value generation and the sustainability of results over time.

Moreover, market practices are analysed each year with wage surveys and specific studies conducted as and when needed by top tier companies, with the samples of reference being those of entities in the European financial sector and IBEX 35 companies comparable to CaixaBank.

General principles of the policy Executive Directors Non-executive directors
Creating value Variable remuneration takes into consideration not only the achievement of
targets but also the way in which they are achieved, ensuring prudent risk
management.
Linking targets and commitment The targets of staff are defined on the basis of the commitment they establish
with their managers.
Professional development The remuneration policy bases its strategy of attracting and retaining talent on
providing professionals with a distinctive corporate business project, the
possibility of professionally developing and partaking in competitive overall
remuneration, regardless of gender or other aspects that are not intrinsic to the
job and guarantee a decent wage.
Competitive positioning of total compensation Within these conditions of total compensation, the Remuneration Policy is
committed to a competitive positioning in terms of the sum of fixed
remuneration and social benefits, basing its capacity to attract and retain talent
mainly on both remuneration components.
Corporate pension plan The main element of the benefits offer is the corporate welfare programme
offered to professionals, which stands out in comparison with other financial
institutions in the Spanish market, constituting a key element in the
remuneration offer.
Remuneration mix The fixed remuneration and benefit components constitute the dominant part
of the remuneration package where, in general, the variable remuneration
concept tends to be conservative due to its potential role as a risk generator.
Linkage to the General Remuneration Policy In setting the Remuneration Policy, and in establishing the remuneration
conditions for Executive Directors in particular, CaixaBank has taken into
account the remuneration policy for the Entity's employees.
Sustainability The Policy is consistent with the management of sustainability risks,
incorporating metrics linked to this aspect in the variable remuneration
component, and taking into account responsibilities and assigned functions.
Non-discrimination The Policy seeks to ensure non-discrimination and to promote equal pay with
regard to gender.
Professional promotion The promotion system is based on the assessment of the skills, performance,
commitment and professional merits of the professionals on a sustained basis
over time.
Best practices in director remuneration The remuneration of the members of the CaixaBank Board of Directors,
established within the general framework defined in this Remuneration Policy,
is approved by the competent board and delegated committees of CaixaBank.

In the financial year 2023, the amendment of the Directors' Remuneration Policy submitted by the Board to the binding vote of the General Shareholders' Meeting of 31 March 2023 received a percentage of votes in favour of 76.03% of the voting quorum of the proposed agreement. This result is conditioned mainly by the abstention of a single shareholder, who holds 17.32% of the share capital at the time the Annual General Meeting was held, on this agenda item, as well as on the proposed motions corresponding to items 8, 9 and 10 of the agenda, related to remuneration. Moreover, the consultative vote on the Annual Remuneration Report for the previous year obtained 76.63% of votes in favour over the voting quorum for this proposal, with the abstention of a single shareholder who owns 17.32% of the share capital.

Excluding this sole shareholder from the votes, the New Remuneration Policy would have obtained a 99.06% approval. In addition, the rest of the proposals concerning remuneration (agreements 8, 9 and 10), as well as the consultative vote on the Annual Remuneration Report would have been approved with percentages above 99%. Moreover, all of these proposals received support from the main voting advisers of institutional investors.

2.1 Remuneration of Directors

In accordance with the Regulations of the Board of Directors, all decisions on director remuneration made within the framework of the By-laws and the Remuneration Policy are non-delegable and must always be taken by the Board of Directors sitting in plenary session (the "Board").

Directors in their capacity as such

The system provided for in the By-laws establishes that the remuneration of CaixaBank directorships should consist of a fixed annual amount to be determined by the General Shareholders' Meeting, which remains in force until the Meeting agrees to modify it. In this regard, the remuneration of the members of the Board, in their capacity as such, consists solely of fixed components.

Non-executive Directors (those that do not have executive functions) have a purely organic relationship with CaixaBank and, consequently, they do not hold contracts with the Bank to perform their duties, nor are they entitled to any form of payment should they be dismissed from their position as Director.

Remuneration of directors discharging executive functions

In relation to members of the Board with executive duties (hereinafter, Executive Directors), the By-laws recognise remuneration for their executive functions, in addition to the directorship itself.

Therefore, the remuneration components of these functions are structured in due consideration of the economic context and results, and include the following:

  • Fixed remuneration based on the subject's responsibility and track record, which constitutes a major portion of the total remuneration.

  • Variable remuneration tied to the achievement of previously-established annual and long-term targets and prudent risk management.

  • Pension scheme and other social benefits.

CaixaBank, S.A. is subject to Law 10/20142 (hereinafter referred to by its Spanish acronym of "LOSS"), particularly in relation to the remuneration policy of professionals whose activities have a material impact on the Company's risk profile (hereinafter referred to as "Identified Staff"). In line with the objective of achieving a reasonable and prudent balance between fixed and variable remuneration components, the amounts of fixed remuneration paid to Executive Directors are considered sufficient, while the percentage of variable remuneration in the form of a bonus above and beyond their annual fixed remuneration is comparatively low and does not exceed 100% of their fixed remuneration, unless the General Shareholders' Meeting approves a higher level, limited to 200% thereof.

No guaranteed variable remuneration is included in the remuneration package of Executive Directors. However, the Company may offer this guaranteed variable remuneration for new hires in exceptional cases, provided it has a healthy and solid capital base and the remuneration is applied to the first year of their contract only. As a general rule, if such an exceptional application were to be considered, it should not exceed the amount of one year of the fixed components of the remuneration.

2 Law 10/2014, of 26 June, on the organisation, supervision and solvency of credit institutions, as amended by Royal Decree Law 7/2021, of 27 April, transposing certain EU directives, including the CRD V

2.2 Remuneration Committee

Composition

As at 31 December 2023, the Remuneration Committee was composed of four (4) Independent Directors and one (1) Proprietary Director, as well as a non-member secretary and deputy secretary. All members of the Commission have extensive experience, skills and knowledge commensurate with its tasks.

Full name Position Category Date of first
appointment
Eva Castillo Sanz Chairwoman Independent 31/3/2023
Joaquín Ayuso García Member Independent 30/3/2021
Cristina Garmendia Mendizábal Member Independent 22/5/2020
José Serna Masiá Member Proprietary 30/3/2021
Koro Usarraga Unsain Member Independent 31/3/2023
Óscar Calderón de Oya Secretary (non-director) -- 1/1/2017
Óscar Figueres Fortuna First Deputy Secretary (non -- 23/10/2017

director)

Functions

Meanwhile, the Remuneration Committee advises the Board and submits proposals and motions for its scrutiny and approval in relation to those matters that fall within the committee's remit by virtue of article 15 of the Regulations of the Board of Directors, including:

  • Preparing decisions regarding remuneration, and in coordination with the Risk Committee, including those with implications for the Company's risk and risk management, to be taken by the Board of Directors. In particular, it shall inform and propose to the Board of Directors the remuneration policy, the system and amount of the annual remuneration of Directors and Senior Executives, and the individual remuneration of executive Directors and Senior Executives and the other conditions of their contracts, especially of a financial nature, and without prejudice to the powers of the Appointments and Sustainability Committee with regard to conditions proposed by the latter and unrelated to remuneration.

  • Ensure compliance with the Remuneration policy for directors and senior executives, as well as to report on the basic conditions established in their contracts and the compliance of these contracts.

  • Report and prepare the Bank's general remuneration policy and in particular the policies relating to the categories of personnel whose professional activities have a significant impact on the Bank's risk profile and those that

are intended to prevent or manage conflicts of interest with the Bank's customers.

  • Analysing, formulating and periodically reviewing remuneration programmes, weighing their adequacy and performance and ensuring compliance.

  • Proposing to the Board the approval of the remuneration reports or policies that it is required to submit to the Annual General Meeting, as well as reporting to the Board on any remuneration-related proposals the Board may intend to bring to the Annual 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 the suggestions it receives from the Company's Chairman, Board members, executives, and shareholders.

In accordance with the above, the preparation, reporting and proposal of decisions regarding the remuneration of Board members is the responsibility of the Remuneration Committee, with the support of the General Secretariat in the case of Non-Executive Directors and of the Human Resources Department in the case of Executive Directors.

The proposals of the Remuneration Committee are elevated to the Board of Directors of CaixaBank for its consideration and, where applicable, approval. If the decisions correspond to the CaixaBank General Shareholders' Meeting, in accordance with its powers, the Board of Directors of CaixaBank approves their inclusion on the agenda and the proposals for the corresponding agreements, accompanied by the necessary reports.

Any services rendered for a significant amount (other than those inherent to the position) or any transactions that may be carried out between CaixaBank and members of the Board of Directors or related parties shall be subject to the regime of communication, exception, individual exemption, and publicity provided for in the regulations applicable to CaixaBank as a listed credit institution.

With respect to other remunerative items such as the granting of advance payments, loans, guarantees or any other remuneration, CaixaBank does not currently envisage the assignment of financial facilities as a means of remunerating its directors.

External advisors

The Remuneration Committee has been advised by Ernst & Young Abogados S.L.P. ("EY") in the preparation of the Policy to be submitted for approval at the 2024 Annual General Meeting, as well as by Willis Towers Watson in respect of market analysis and benchmarking of remuneration and market compensation of Executive Directors and Senior Management.

Committee activities during 2023

In 2023, CaixaBank's Remuneration Committee met 12 times and carried out, among other tasks, the following activities relating to remuneration:

Scope Activities
Remuneration of
Directors, Senior
Management and Key
Following the proposal to restructure the Management Committee, the Committee reported favourably to the Board on the Senior Management remuneration conditions and contracts for
the three appointed Directors (Head of Retail, Private and Business Banking, Head of Digital Transformation and Advanced Analytics and Head of Payments and Consumer).
Function holders.
System and Amount of
The conditions for the disengagement of the General Business Director were also agreed.
annual remuneration. For its proposal to the Board, CaixaBank's Remuneration Committee determined the result of the individual and corporate challenges of the 2022 Bonus Scheme for Executive Directors,
members of the Management Committee, and Key Functions, as well as the proposed bonus also corresponding to 2022.
The financial conditions for 2023 of the Executive Directors, members of the Management Committee and Key Functions were reported favourably.
With regard to the challenges for 2023, a favourable report was given on the proposed annual and multi-year corporate metrics applicable to the new variable remuneration scheme for 2023
for Executive Directors, members of the Management Committee and Key Functions. These challenges are aligned with the 2023 Operational Plan, and the corresponding scale of achievement
were detailed for each of them.
The individual challenges of the members of the Management Committee and Key Functions were also reported favourably.
In addition, the Committee reported favourably on the updating of the remuneration of directors in their capacity as such, and of the chairpersons of the Board's specialised committees.
General Remuneration
Policy. Remuneration
Policy for the
The Committee reported favourably on the modification of the General Remuneration Policy, introducing a reference to the formal delegation to the Human Resources area of the
authorisation of guarantee clauses for employees who are not Directors, Senior Management or responsible for Key Functions.
Identified Staff. The modification of in the Remuneration Policy of the Identified Staff of the CaixaBank Group was also reported favourably.
In addition, in accordance with the regulations on the supervision of credit institutions, the Committee reviewed the request for exclusions from the Identified Staff, as well as Internal Audit's
annual report on the process of identifying the identified staff and the exclusions that are managed.
Analysing, drawing up
and reviewing the
remuneration
programmes. Equality.
Following the update of the 2023 Operating Plan budget due to the restatement under IFRS 17, which was approved by the Board of Directors in May, the Committee reported favourably on
the proposed adjustment of the 2023 corporate challenges of the ROTE and Efficiency Ratio and their scales of achievement for executive directors, members of the Management Committee
and key function holders.
The Committee was also informed about the 2022 wage record, which was registered with the Ministry of Equality and shared with the Workers' Legal Representation. Additionally, the new
regulations on the wage gap were reported.
Reports and
Remuneration Policy
to be submitted to the
General Shareholders'
The Committee favourably reported the proposal to be submitted to the General Shareholders' Meeting on the amendment of the Board of Directors' Remuneration Policy, accompanied by
the mandatory reasoned report. Among the new features of the Policy, it highlights the elimination of the mechanisms for updating the remuneration of executive directors, the introduction
of predefined generic formulas for calculating severance payments and updating certain remuneration concepts relating to directors in their capacity as such and committee chairpersons.
Meeting The Committee also approved the proposed resolution for the delivery of shares to executive directors as part of the Company's variable remuneration programme.
The draft Annual Report on Directors' Remuneration for the year 2022, reviewed by Internal Audit, was also reported favourably.
Likewise, it was agreed to report favourably on the draft detailed Recommendation of the Board of Directors on the proposed approval of the maximum level of variable remuneration of
employees whose professional activities have a significant impact on the Company's risk profile up to two hundred percent (200%) of the fixed component of their total remuneration.
Other The Committee was informed of the labour agreement signed at the beginning of the year with the workers' representatives, in which a wage compensation for inflation was set, explaining
the general terms of the agreement and the negotiations.
In addition, a summary of Internal Audit activities has been presented to the Committee on a half-yearly basis, detailing the reviews carried out in four areas: Identified Staff; Remuneration
and Culture; Critical Processes; and, finally, those relating to Remuneration Reporting.

03. Remuneration policy 2023

3.1 Remuneration of directors in their capacity as such

The remuneration accrued by all directors acting in their capacity as such consists of a fixed annual amount set by the General Shareholders' Meeting. This amount will remain in force until shareholders agree to modify it.

The amount established by the General Shareholders' Meeting shall be used to remunerate the Board of Directors and its committees, and shall be distributed among members as the Board sees fit, though based on a recommendation from the Remuneration Committee. In apportioning the remuneration, the Board shall pay due regard to the duties and dedication of each member and any seats they occupy on the various committees. It shall also determine the frequency and method of payment, whether through attendance allowances, bylaw-stipulated remuneration, and so forth. The 2023 General Shareholders' Meeting agreed that the maximum annual amount payable to all Directors would be EUR 3,071,250, without counting remuneration payable for executive functions.

Accordingly, the amounts approved for membership of the Board and its Committees in 2023 and 2022 are as follows:

> REMUNERATION FOR BOARD MEMBERSHIP AND MEMBERSHIP OF BOARD COMMITTEES

(thousands of euros) Total 2023 Total 2022
Base remuneration of each Board member 94.5 90
Additional remuneration of the Coordinating Director 38 38
Additional remuneration of each member of the Executive Committee 52.5 50
Additional remuneration of the Chairman of the Executive Committee 27.5 10
Additional remuneration of each member of the Risks Committee 52.5 50
Additional remuneration of the Chairman of the Risks Committee 27.5 10
Additional remuneration of each member of the Audit and Control Committee 52.5 50
Additional remuneration of the Chairman of the Audit and Control Committee 27.5 10
Additional remuneration of each member of the Appointments and Sustainability
Committee
31.5 30
Additional remuneration of the Chairman of the Appointments and Sustainability Committee 15.75 6
Additional remuneration of each member of the Remuneration Committee 31.5 30
Additional remuneration of the Chairman of the Remuneration Committee 15.75 6
Additional remuneration of each member of the Innovation, Technology and Digital
Transformation Committee1
31.5 30
1
The Chairman and the Chief Executive Officer do not receive additional remuneration for their membership of the
Innovation, Technology and Digital Transformation Committee, which is included in their overall remuneration as
members of the Board.
(thousands of euros) Total 2023 Total 2022
Remuneration distributed to directors in their capacity as such 2,918 2,736

In order to complete the statistical appendix, the remuneration for membership of the Board and its Committees has been rounded so that the total sum is the actual remuneration distributed.

All directors are covered by the terms of a civil liability policy arranged for directors and senior managers to cover any third-party liability they may incur when discharging their duties. The Remuneration Policy does not envisage any longterm savings systems for non-executive directors.

(*) The remuneration distributed in 2021 takes into account the part of the non-executive chairman's additional remuneration accrued up to the date of termination of office.

3.2 Remuneration of directors discharging executive functions

By way of summary, the remuneration mix corresponding to the remuneration envisaged for CaixaBank Executive Directors in 2023 is as follows:

Fixed items of remuneration

Fixed remuneration for Executive Directors is largely based on the level of responsibility and the professional career of each Director, combined with a market approach taking account of salary surveys and specific ad hoc studies. The salary surveys and specific ad hoc studies in which CaixaBank participates are carried out by leading specialist companies, with the sample used for 2023 being a group of European financial institutions comparable to CaixaBank and the IBEX 35 companies as a whole.

Peer Group of benchmark European financial institutions

Santander BBVA Banco Sabadell Bankinter ABN Amro Commerzbank
Societe
General
Deutsche Bank Erste Group KBC Group Lloyds Banking
Group
ING Groep
NatWest Standard
Chartered
SwedBank UniCredit

CaixaBank also takes into account a multi-sector sample obtained from publicly available information on the executive directors of a representative number of companies whose size (market capitalisation, assets, turnover and number of employees) is comparable to that of CaixaBank.

As a general rule, the fixed remuneration accrued by Executive Directors includes remuneration received in connection with duties carried out at CaixaBank Group entities or other entities in the interests of CaixaBank. This further remuneration is deducted from the net amount of fixed remuneration to be paid by CaixaBank.

In addition, as a fixed component of remuneration, the contracts of executive directors may include pre-determined contributions to pension and savings schemes, which are described in the corresponding section.

Accrued remuneration linked to fixed components for Executive Directors is presented below:

Fixed remuneration accrued by Executive Directors

(thousands of euros) Position Salary Remuneration for board
membership
Remuneration for
membership on board
committees
Remuneration for positions
held at Group companies
Remuneration for
membership of boards
outside the Group
Total Annual fixed
remuneration
Gonzalo Gortazar CEO 2,141.7 94.5 52.5 85.6 2,374.3
José Ignacio Goirigolzarri Executive Chairman 1,542.8 94.5 80.0 15.2 1,733
Total by item 2023 3,684.5 189.0 132.5 85.6 15.2 4,106.8
Gonzalo Gortazar CEO 2,061 90 50 60 2,261
José Ignacio Goirigolzarri Executive Chairman 1,485 90 60 15 1,650
Total per item 2022 3,546 180 110 60 15 3,911

Executive Directors may also receive remuneration in kind in the form of health insurance for themselves and their immediate family, the use of a vehicle or family home, or similar benefits that are common within the sector

and commensurate to their professional status, in keeping with the standards established for the professional segment to which they belong. Remuneration in kind earned by Executive Directors is presented below:

Remuneration in kind of Executive Directors

(thousands of euros) Position Own and family medical care(1) Use of car and housing Other Total
Gonzalo Gortazar CEO 5 5 10
José Ignacio Goirigolzarri Executive Chairman 2 1 3
Total by item 2023 7 6 13
Gonzalo Gortazar CEO 5 5
José Ignacio Goirigolzarri Executive Chairman 2 2
Total per item 2022 7 7

1 Medical insurance for the CEO, spouse, and all children aged under 25.

Variable components of remuneration

Variable Remuneration Scheme with Multi-year Metrics

From January 2022, the variable remuneration of Executive Directors, similar to the model applicable to the other members of the Group's Identified Staff, consists of a risk-adjusted variable remuneration scheme based on performance measurement that is awarded annually on the basis of annual metrics with a longterm adjustment through the establishment of multi-year metrics.

This scheme is determined on the basis of a target variable remuneration established for each of the Executive Directors by the Board of Directors, at the recommendation of the Remuneration Committee, which represents the amount of variable remuneration to be received in the event of 100% compliance with the established targets. In the case of over-achievement, a maximum achievement rate of 120% can be reached.

Annual factors, with quantitative corporate (financial) and qualitative corporate (non-financial) criteria, which must be specified and clearly documented, are used for performance measurement and for the evaluation of results. In addition, multiyear factors based on corporate criteria are also used, which adjust, as a reduction mechanism, the payment of the deferred portion subject to multi-year factors. This scheme is based solely on meeting corporate challenges, which are weighted at 100%.

Under this system, 40% of the variable remuneration corresponding to the current year will be paid to the Company's executive directors in equal parts in cash and CaixaBank shares, while the remaining 60% will be deferred, 30% in cash and 70% in shares, over a period of five years. In this regard, the payment for the first two years of deferral is subject to annual factors, while the payment for the following three years will be subject to compliance with the approved multi-year factors.

Below is a graphical example of the system for granting, vesting and payment of variable remuneration to Executive Directors for the 2023 variable remuneration scheme with multi-year metrics:

The receipt of variable remuneration with multi-year metrics by Executive Directors is subject to the maintenance of their service relationship as at 31 December of the year in which such variable remuneration is to vest.

(thousands of euros) Position Variable remuneration
target (thousands of €)
Variable remuneration
maximum 120% (thousands of €)
Gonzalo Gortazar CEO 954 1,145
José Ignacio
Goirigolzarri
Executive
Chairman
336 403

For financial year 2023, the CEO has been assigned an annual variable target remuneration equivalent to 40.2% of his Annual Fixed Remuneration, in the event of 100% compliance with the targets set at the beginning of the year by the Board, which may reach up to a maximum of 48.2% of the Annual Fixed Remuneration in the event of the maximum compliance of 120%.

On the other hand, the Chairman of the Board has been assigned a variable annual target remuneration equivalent to 19.4% of his Annual Fixed Remuneration, in the event of 100% compliance with the targets set at the beginning of the year by the Remuneration Committee, which may reach up to a maximum of 23.3% of the Annual Fixed Remuneration in the event of the maximum compliance of 120%.

Corporate challenges of variable bonus remuneration for executive directors in 2023

Annual factor measurement metrics

The corporate challenges, with a weighting of 100%, are set annually by the Board on the recommendation of the Remuneration Committee, subject to a degree of

achievement [80%-120%], which is determined on the basis of the following concepts aligned with the strategic objectives:

Criteria Metric Weighting Degree of compliance Degree of achievement Target Result Recognition of the
challenge (%)
Financial ROTE 20% > 12.4 = 120% 120%
Between 12.4 and 9.3 Between 120 and 80% 10.9 15.6 Corporate
< 9.3 = 0% 0
CER < 41.0 = 120% 120% 120%
20% Between 41.0 and 44.4 Between 120 and 80% 42.8 38.4
> 44.4 = 0% 0
< 1,942 m € = 120% 120% 120%
NPAs 10% Between 1,942 mil and 2,914 m € Between 120 and 80% 2,428 m € -895 m €
> 2,914 m € = 0% 0
0 ambers 120% 120%
0.5 ambers 115% 0 ambers
1 amber 110% 2 ambers
1.5 ambers 105%
2 ambers 100%
RAF 20% 2.5 ambers 95%
Corporate 3 ambers 90%
3.5 ambers 85%
4 ambers 80%
> = 4.5 amber 0
Non-financial Sustainability 10% > 23,673 m € = 120% 120% 19,728 m € 120%
Between 23,673 m € and 15,782 m € Between 120 and 80% 27,230 m €
< 15,782 m € = 0% — %
Quality 10% Each challenge individually on scales
between 0% and below 80% and up
to a maximum of 120%
Maximum of 120% and a
minimum of 80%. Below 0%
Branch NPS 69.7
CEI 90.0
NPSdigital 58.5
NPSbranch 78.2
CEI 92.5
NPSdigital 60.0
116.78%
Weighted average (NPS branch and
IEX segments) 70% and 30% NPS
digital
Compliance 10% > 97.5 Between 120 and 0% 113%
Between 97.5 and 96 = 90% Between 108% and 0
Between 94.5 and 96 = 80% Between 96% and 0 97,5 98,57
< 94.5 = 0% 0
Achievement Achievement

The established metrics and targets pursued with each of them are defined in detail below:

ROTE (20%)

Definition: Measures the profitability index of the tangible assets and is calculated as the Profit/(loss) attributable to the Group (adjusted by the amount of the Additional Tier 1 coupon) and net equity plus valuation adjustments for the last 12 months, minus the intangible assets such as goodwill. The degree of compliance with the ROTE in 2023 has been calculated as follows: 4,539 (result net of AT1 coupon) / 29,056 (own funds and average valuation adjustments net of intangibles).

The target for the challenge was 10.9, and a result of 15.6 has been achieved, which means a recognition rate in 2023 of 120%.

Core Efficiency Ratio (CER) (20%)

Definition: This is the percentage of recurring expenses in relation to the income from the company's core business. It is calculated as the ratio of the Group's recurring expenses to core revenues (net interest income, net fee and commission income and insurance-related revenues).

The degree of compliance with the efficiency ratio in 2023 has been calculated as follows: 5,812 (recurring expenses) / 15,137 (core income).

The target for the challenge was 42.8, and a result of 38.4 has been achieved, which means a degree of achievement of the challenge in the year 2023 of 120%.

NPAs (10%)

Definition: This is the change, in absolute terms, in the Group's problematic assets (defined as non-performing and foreclosed loans and auction rights).

The degree of compliance with this metric in 2023 has been calculated as follows: the target for the challenge was a variation of 2,428 million euros, and a result of -895 was achieved, meaning the degree of achievement of the challenge in 2023 is the maximum of 120%.

Risk Appetite Framework (RAF): (20%)

Definition: To calculate the fulfilment of the objective related to the RAF metric, an aggregate level of the metrics scorecard of the Company's Risk Appetite Framework is used. This scorecard consists of quantitative metrics that measure the different types of risk, for which the Board of Directors establishes areas of appetite (green), tolerance (amber) or non-compliance (red), and determines the scale of fulfilment that establishes penalty or bonus percentages according to the variation of each metric, between the actual situation at the end of the year and that initially forecast for the same year in the budget.

The final number of ambers for the metrics is 2 below expected, so in accordance with the scale of fulfilment, this reaches 120% for the year 2023.

The RAF scorecard allows for monitoring of financial, non-financial and crosscutting risks. In particular, therefore, risks such as operational, conduct and reputational risk are included. The scope of these metrics covers the CaixaBank Group as a whole. In terms of reputational risk, the scorecard directly considers sustainability aspects, as well as those linked to cybersecurity, data protection and customer experience. These aspects, in turn, are the ones that emerge as material in the 2023 Dual Materiality Study.

Sustainability (10%)

Definition: Mobilising sustainable finance, this measures the new production of sustainable finance.

The achievement is determined by comparing the achieved result of 27,230 with the target set according to the sustainability plan for 2023 of 19,728, which is an achievement of 120%.

This challenge is directly related to the commitment assumed in the Strategic Plan of being a European benchmark in sustainability and is linked to the issue of the financing and environmental investment solutions included in the 2023 Dual Materiality Study.

Quality 10%

Definition: This metric combines the Net Promoter Score index (customers who recommend us) with a customer experience index.

The target of the challenge was:

  • NPSbranch: 69.7

  • CEI: 90.0

  • Digital NPS: 58.5

Having achieved a result of:

  • NPSbranch: 78.2

  • CEI: 92.5

  • Digital NPS: 60.0

Therefore, the degree of achievement of the challenge in 2023 is 116.78%.

This challenge is related to the quality, broad and specialised offer of products and services and specialised customer service, topics included in the 2023 Dual Materiality Study, and reflects CaixaBank's commitment to maintain an efficient customer service model adapted to customer preferences, measuring quality by specific segments, pursuing the financial inclusion of all of society, as set out in our 2022 -2024 Strategic Plan.

Compliance 10%

Definition: Aggregate index of metrics that measure processes for the Prevention of Money Laundering, MiFID and correct marketing of products and services.

Within this index, and with a weighting of 50%, (25% for each metric), CaixaBank measures the proper completion, for 100% of customers, of all MiFID documentation, in which the financial knowledge and suitability of customers are assessed and that ensure the correct identification of the risk level; as well as the correct marketing of products and services, including, among others, all the precontractual and contract documents. These two indicators are linked to the material topics of clear and transparent communication and responsible marketing identified in the CaixaBank's 2023 Dual Materiality Study.

The target for the challenge was 97.5, and a result of 98.6 was achieved, meaning the degree of achievement of the challenge in 2023 is 113%.

Based on the above results, the Board of Directors, at the recommendation of the Remuneration Committee, has approved the recognition of 118.98% of variable remuneration linked to annual measurement factors.

Multi-year factor measurement metrics

Criteria Metric Weighting Objective value Degree of compliance Degree of penalty
RAF measure for risk tolerance in
green
Red = 0% 100%
CET1 25% Amber = 50% 50%
Green = 100% — %
25% Value of the EUROSTOXX Banks –
Gross Return index
> = index = 100% — %
TSR < index = 0% 100%
Multi-year ROTE 25% Average amounts repaid annually
in the measurement period
> Average = 100% — %
Corporate Between 80% and 100% Between 0 and 100%
< 80% = 0% 100%
Sustainability 25% 66,961 m € > = 66,961 m € = 100% — %
Between 66,961 m € and 50,221
m € = between 75% and 100% Between 0 and 100%
< 50,221 m € = 0% 100%

The level of achievement for the multi-year factor metrics is set solely on the basis of corporate criteria and determines the adjustment of payments from the third year of deferral (i.e. 36 per cent of the remaining variable remuneration).

The metrics associated with the multi-year factors are described below:

CET1 (25%)

Definition: It is set as a metric linked to the colour (tolerance level) of the indicator in the CET1 RAF at the end of the multi-year period

TSR (25%)

Definition: Comparison with the average of the EUROSTOXX Banks – Gross Return index.

Multi-year ROTE (25%)

Definition: This is set as the average achievement of the ROTE challenge for each of the years of the multiyear measurement period.

Sustainability (25%)

Definition: This was set to reach a cumulative sustainable finance mobilisation figure in the period 2023-2025.

The aforementioned metrics will have associated compliance scales so that if the targets established for each are not met within the three-year measurement period, the deferred portion of the variable remuneration pending payment can be reduced but never increased.

In addition, the remaining conditions of the system for granting, vesting and payment of variable remuneration to Executive Directors provided for in the Remuneration Policy shall apply to the variable remuneration.

Determination of Variable Remuneration with Multi-year Metrics

The Board of Directors shall ratify the final degree of attainment of the variable remuneration as an accrued bonus based at the recommendation of the Remuneration Committee.

After assessing the total set of targets above, the Board of Directors has considered the following:

> % ACHIEVEMENT OF CHALLENGES FOR THE PURPOSE OF AWARDING VARIABLE BONUS REMUNERATION

_CEO

Variable remuneration with
multi-year metrics target 2023
(thousands of euros)
% achievement of corporate
challenges
Variable remuneration with
multi-year metrics 2023
(thousands of euros)
954 118.98% 1135

The variable remuneration in the form of bonus accrued by the CEO in the financial year 2023 amounts to 1,135,335.67 euros, which corresponds to 47.8% of his Total Annual Fixed Remuneration.

_Executive Chairman

Variable remuneration with
multi-year metrics target 2023
(thousands of euros)
% achievement of corporate
challenges
Variable remuneration with
multi-year metrics 2023
(thousands of euros)
336 118.98% 400

The variable bonus remuneration accruing to the Chairman in 2023 amounts to EUR 399,766.08, which corresponds to 23.1% of his Total Annual Fixed Remuneration.

Variable
remuneration
2023
Cumulative
amount paid
(%) of variable
remuneration
in the form of
a bonus for
each year
Settlement
instrument
% of variable
remuneration
in form of
bonus for the
financial year
in question
Equivalent
gross number
of shares
Equivalent
remuneration
(thousands of
euros)
Initial part 40% Shares 20% 58,162 227
Cash 20% 227
Deferred
remuneration
Shares 17% 48,857 190
24% Cash 7% 82
Subject to
multi-year
factors
Shares 25% 73,284 286
36% Cash 11% 123
Variable
remuneration
2023
Cumulative
amount paid
(%) of variable
remuneration
in the form of
a bonus for
each year
Settlement
instrument
% of variable
remuneration
in form of
bonus for the
financial year
in question
Equivalent
gross number
of shares
Equivalent
remuneration
(thousands of
euros)
Initial part 40% Shares 20% 20,479 80
Cash 20% 80
Deferred
remuneration
Shares 17% 17,204 67
24% Cash 7% 29
Subject to
multi-year
factors
Shares 25% 25,803 101
36% Cash 11% 43

Deferral and payout in variable remuneration instruments

Gonzalo Gortázar – CEO

Remuneration accrued in 2023 linked to variable components of the CEO:

(thousands of euros)

Variable remuneration
in form of bonus
Settlement
instrument
% of variable
remuneration in form of
bonus for the financial
year in question
Equivalent gross
number of shares
Cumulative amount paid
(%) of variable
remuneration in the form
of a bonus for each year
Equivalent
remuneration
Unrealised deferred
remuneration
Payment of upfront
variable remuneration for
2023
Shares 20% 58,162 40% 227 681
Cash 20% 227
Payment of deferred
variable remuneration –
2022
Shares 8% 23,377 52% 91 522
Cash 4% 39
Payment of deferred
variable remuneration –
2021
Shares 6% 18,140 64% 50 297
Cash 6% 50
Payment of deferred Shares 6% 16,256 88% 46 92
variable remuneration –
2019
Cash 6% 46
Payment of deferred
variable remuneration –
2018
Shares 6% 15,613 100% 47
Cash 6% 47

* In 2020, the CEO voluntarily waived the annual variable remuneration in the form of a bonus for that year as an act of responsibility for the exceptional economic and social situation generated by COVID-19.

Interest and returns on deferred variable remuneration accrued in the year by the CEO in the form of a bonus amounted to EUR 5,254 and are included in "Other items" in point 7.C.1.a)i) in the statistical appendix.

José Ignacio Goirigolzarri – Chairman

Variable remuneration components paid in 2023 in the form of a bonus for the Chairman:

(Thousands of euros)

Variable remuneration in
form of bonus
Settlement instrument % of variable
remuneration in form of
bonus for the financial
year in question
Equivalent gross number
of shares
Cumulative amount paid
(%) of variable
remuneration in the form
of a bonus for each year
Equivalent remuneration Unrealised deferred
remuneration
Payment of upfront variable Shares 20% 20,479 80 240
remuneration for 2023 Cash 20% 40% 80
Payment of deferred Shares 8% 8,232 32 184
variable remuneration –
2022
Cash 4% 52% 14
Payment of deferred variable
remuneration – 2021
Shares 6% 5,118 14 84
Cash 6% 64% 14

interest and returns on deferred variable remuneration accrued in the year by the CEO in the form of a bonus amounted to 796 EUR and are included in "Other items" in point 7.C.1.a)i) in the statistical appendix.

In addition, the Chairman has certain deferred amounts pending payment as a result of his services at Bankia.

(thousands of euros)

Variable remuneration Settlement instrument % of variable
remuneration in form of
bonus for the financial
year in question
Equivalent gross
number of shares
Cumulative amount paid
(%) of variable
remuneration in the form
of a bonus for each year
Equivalent
remuneration
Unrealised deferred
remuneration
RVA 2019 Shares 12.5% 10,210 27 53
Cash 12.5% 75% 27
RVA 2018 Shares 12.5% 6,740 29 0
Cash 12.5% 100% 29
RVP 2018 Shares 50% 8,464 36 0
Cash 50% 100% 36

Long-term variable components of the remuneration systems from prior years

Conditional Annual Incentives Plan linked to the 2019-2021 Strategic Plan

On 5 April 2019, the Annual General Meeting approved the implementation of a Conditional Annual Incentives Plan ("CAIP") linked to the 2019-2021 Strategic Plan, whereby eligible subjects may receive a number of CaixaBank shares once a certain period of time has elapsed and provided the strategic objectives and a set of specific requirements are met.

Under the CAIP, units ("Units") will be assigned to each beneficiary in 2019, 2020 and 2021. The units will be used as the basis on which to establish the number of CaixaBank shares to be delivered to each beneficiary. The allocation of Units does not confer any shareholder voting or dividend rights on the beneficiary, who will eventually become a shareholder once the Company shares have been delivered and not before. The rights conferred are non-transferable, without prejudice to any special circumstances envisaged in the Regulations of the CAIP.

With regard to the second cycle of the Plan, as a measure of responsibility on the part of CaixaBank management in view of the exceptional economic and social situation generated by COVID-19, the Board of Directors, at its meeting of 16 April 2020, approved the non-allocation of shares to the Beneficiaries of the second cycle of the Plan.

Detailed information on the CAIP, the third cycle of which ended in financial year 2023, is described below.

Beneficiaries

CAIP beneficiaries are the Executive Directors, the members of the Management Committee and the other members of the senior management and any other key Group employees whom the Board may expressly invite to take part in the plan. Although the maximum number of beneficiaries initially authorised by the 2019 General Meeting was 90 persons, the General Shareholders' Meeting of 14 May 2021 approved an increase in the estimated number of Beneficiaries to 130 persons. This increase is a consequence of the Merger, with the aim of bringing the group of Beneficiaries up to date with CaixaBank's new organisational structure.

Duration, target measurement periods and liquidation dates of the CAIP

The CAIP has three cycles, each of three years, with three Unit assignments. Each of the allocations took place in 2019 (period 2019-2021), 2020 (period 2020- 2022) and 2021 (period 2021-2023).

Each cycle includes two target measurement periods:

  • The first measurement period (hereinafter, "First Measurement Period") pertains to year one of each cycle, in which certain targets linked to the metrics described in due course must be met. Depending on the extent of attainment of targets at the First Measurement Period, and based on the Units assigned at the start of each cycle, the beneficiaries will be granted a provisional incentive ("Provisional Incentive") in year two of each cycle (the "Award Date"), equivalent to a certain number of shares ("Award of the Provisional Incentive"). This will not entail the actual delivery of shares at that time.

  • The second measurement period (hereinafter, "Second Measurement Period") covers the threeyear duration of each of the cycles, in which the targets linked to the described metrics must also be met. The final number of shares to be effectively delivered (the "Final Incentive") following the end of each Plan cycle, and will be subject to and dependent on the attainment of targets at the Second Measurement Period for each cycle ("Determination of the Final Incentive"). Under no circumstances may this exceed the number of shares deliverable under the Provisional Incentive.

For the CEO and members of the Management Committee, the shares corresponding to the Final Incentive of each cycle will be delivered in three instalments on the third, fourth and fifth anniversary of the Award Date (the "Settlement Dates"). For the remaining beneficiaries who are not part of the Identified Staff in 2021, the shares are delivered in full on a single Settlement Date, on the third anniversary of the Award Date. For beneficiaries who are part of the 2021 Identified Staff, the shares will be delivered in halves in full on a single Settlement Date, on the third and fourth anniversary of the Award Date.

The Plan was formally launched on 5 April 2019 (the "Start Date"), except for those beneficiaries subsequently added to the CAIP. The CAIP will end on the last Settlement Date for shares pertaining to the third cycle, i.e. in 2027 for Executive Directors and members of the Management Committee, and in 2025 for all other beneficiaries (the "End Date").

Reference share value

The share value that has been taken as a reference when assigning the Units is the arithmetic mean price, rounded to three decimal places, of the CaixaBank share price at close of trading during the trading sessions in January of each year in which a cycle begins (i.e. 01/2019, 01/2020 and 01/2021).

The value of the shares pertaining to any Final Incentive that may be finally delivered will be equivalent to the listed CaixaBank share price at the close of trading on each Settlement Date for each Plan cycle.

Number of Units to be assigned

The Board shall use the following formula to determine the Units to be assigned to each beneficiary:

NU = TA / AMP

  • NU = Number of units to be assigned to every beneficiary, rounded up to the closest whole number.

  • TA = Reference Target Amount for the beneficiary, based on their position.

  • AMP = Arithmetic mean price, rounded to three decimal places, of the CaixaBank share at close of trading during the stock market trading sessions of January of each year in which a cycle begins.

Number of shares pertaining to the award

of the Provisional and Final Incentive

The following formula will be used to determine the total number of shares pertaining to the Award of the Provisional Incentive:

NSA = NU x DIA

  • NSA = Number of shares pertaining to the Award of the Provisional Incentive for each beneficiary rounded up to the nearest whole number.

  • NU = Number of Units assigned to the beneficiary at the start each cycle.

  • DIA = Degree of Incentive Attainment, showing the extent to which the targets pegged to CAIP metrics are met during the first year of each cycle (see section on "Metrics").

The following formula will be used to determine the number of shares pertaining to the Final Incentive:

NS = NSA x Ex-post Adj. Ex-post adj.

  • NSA = Number of shares pertaining to the Final Incentive to be delivered, rounded up to the nearest whole number.

  • Ex-post adj. = Ex-post adjustment of the Provisional Incentive for each cycle, depending on attainment of the target for each cycle.

Maximum number of shares to be delivered

For the first cycle of the CAIP, the maximum total number of shares to be delivered to the Beneficiaries of the CAIP in the years 2023, 2024 and 2025, in the event of maximum achievement in which all the targets corresponding to the first cycle of the CAIP are exceeded, in all cases, over and above those budgeted, amounts to a total of 1,242,768 shares, of which 73,104 shares correspond, as a maximum, to the CEO.

With regard to the second cycle of the CAIP, as a measure of responsibility on the part of CaixaBank management in view of the exceptional economic and social situation generated by COVID-19, the Board of Directors, at its meeting of 16 April 2020, approved the non-allocation of shares to the Beneficiaries of the second cycle of the CAIP.

For the third cycle of the CAIP, the maximum total number of shares that the Beneficiaries of the Plan may receive in the years 2025, 2026 and 2027, in the event of maximum achievement in which all the corresponding targets are exceeded, in all cases, over and above those budgeted, amounts to a total of 4,094,956 shares, of which 176,309 shares will correspond, as a maximum, to the CEO and 105,786 shares will correspond, as a maximum, to the Chairman.

Metrics

A. Determination of the Degree of Achievement of the Provisional Incentive

The Degree of Provisional Incentive Attainment (DIA) depends on the extent to which the targets are met during the First Measurement Period for each cycle, as per the following metrics:

Metric Weighting of the
degree of incentive
attainment (DIA)
Minimum degree
of attainment
Maximum
degree of
attainment
CER (Core Efficiency Ratio) 40% 80% 120%
ROTE (Return on Tangible
Equity)
40% 80% 120%
CEI (Customer Experience
Index)
20% 80% 120%

CER (Core Efficiency Ratio) ROTE (Return on Tangible Equity)

Achievement scale Achievement scale
CER Coefficient ROTE Coefficient
≤ 55.5% 1.2 ≥ 7.1% 1.2
56.6% 1 6.2% 1
57.8% 0.8 5.3% 0.8
> 57.8%
0
< 5.3% 0

CEI (Customer Experience Index)

Achievement scale

CEI Coefficient
≥ 84.5 1.2
84.3 1
84.1 0.8
< 84.1 0

The following formula is used to determine the Degree of Incentive Attainment:

DIA = CCER x 40% + CROTE x 40% + CCEI x 20%

  • DIA = Degree of Incentive Attainment for the Provisional Incentive, expressed as a percentage rounded to one decimal place.

  • CCER = Coefficient attained in relation to the CER target.

  • CROTE = Coefficient attained in relation to the ROTE target.

  • CCEI = Coefficient attained in relation to the CEI target.

The Award of the Provisional Incentive in each cycle will be conditional on the ROTE metric exceeding, at the end of the First Measurement Period, a specific minimum value to be set by the Board.

Multiplier coefficient

When determining the shares pertaining to the Award of the Provisional Incentive on the Award Date of the third cycle, an additional multiplier of up to 1.6 is applied to the DIA, depending on the change in CaixaBank's TSR indicator in comparison with the 17 peer banks during the first cycle. However, if CaixaBank ranks below the median on the ranking table at the end of the first cycle, no additional multiplying factor will be applied to the DIA.

The achievement scale of this multiplier is as follows:

Position in the comparison group Multiplier coefficient
1st to 3rd 1.6
4th to 6th 1.4
7th to 10th 1.2
11th to 18th 1

B. Calculation of the Final Incentive

The Ex-post Adjustment is calculated on the basis of the targets reached in relation to the following metrics at the end of each cycle. The Ex-post Adjustment may have the effect of lowering the final number of shares to be delivered when compared with the number of shares pertaining to the Provisional Incentive at each Award Date but shall never increase that number:

> PARAMETERS USED FOR THE EX-POST ADJUSTMENT WHEN DETERMINING THE FINAL INCENTIVE UNDER THE PLAN

Metric Weighting Minimum degree of
attainment
Maximum degree of
attainment
RAF 60% — % 100%
TSR (Total Share Return) 30% — % 100%
GRI (Global Reputation
Index of the CaixaBank
Group)
10% — % 100%

To be calculated as follows:

Ex-post adj. = CTSR x 30% + CRAF x 60% + CGRI x 10%

  • Ex-post adj. = Ex-post adjustment to be applied to the Provisional Incentive awarded, expressed as a percentage [capped at 100%].

  • CTSR = Coefficient attained in relation to the TSR target.

  • CRAF = Coefficient attained in relation to the RAF target.

  • CGRI = Coefficient attained in relation to the GRI target.

CTSR

The change in the TSR in each cycle is measured by comparison between CaixaBank and 17 reference banks. A coefficient of between 0 and 1 is used, depending on where CaixaBank ranks. The coefficient will be 0 when CaixaBank is ranked below the median.

To ensure that there are no atypical movements when determining the TSR, the reference values to be used at the start and end date of the Second Measurement Period for each cycle were the arithmetic mean price —rounded to three decimal places— of the closing price of the CaixaBank share over 31 calendar days. These 31 days include 31 December and the 15 days preceding and following the date in question. The TSR metric is calculated at the end of each cycle by an independent expert.

Furthermore, if, on the end date of each cycle, the TSR ranks between 16 and 18 (both inclusive), the Final Incentive after applying the Ex-post Adjustment would be reduced by 50%.

CRAF

When calculating attainment of the RAF target, the Bank shall use the aggregate scorecard for the Risk Appetite Framework, comprising quantitative metrics that measure the different risks, classified into appetite zones (green), tolerance zones (amber) and breach zones (red). The Board shall establish the scale of attainment, generating certain penalty or bonus percentages based on the change in each metric between the initial RAF situation and the final RAF situation.

CGRI

GRI attainment is calculated on the basis of the change in this metric in each cycle. For the first cycle, the change between the values calculated at 31/12/2018 and at 31/12/2021 is measured; for the second cycle, the change between 31/12/2019 and 31/12/2022 is calculated; and for the third cycle, the change between 31/12/2020 and 31/12/2023 is measured. If the change is negative, the degree of attainment is 0%. Otherwise, it will be 100%.

The GRI indicator includes metrics related to reputational risk, which measure social, environmental and climate-change-related aspects, among others. Any negative impact for any of these issues would trigger an adjustment to the total number of shares under the Final Incentive.

Requirements for receiving shares

Aside from the attainment of targets to which the CAIP is pegged, as explained in its Regulations, the following requirements must also be met in order to receive shares for each cycle:

  • The beneficiary must remain at the Company through to the Settlement Date for each cycle, unless certain special circumstances apply, such as death, permanent disability or retirement. The beneficiary will forfeit their entitlement to the shares in the event of their resignation or fair dismissal.

  • Shares will be delivered only to the extent that doing so is sustainable and justified given CaixaBank's prevailing situation and earnings. If, at the end of the 2019-2021 Strategic Plan, CaixaBank reports losses, decides not to distribute dividends or fails the stress tests required by the European Bank

Authority (EBA), the shares that would otherwise have been delivered will not be delivered and the beneficiaries will forfeit their right to receive them.

First CAIP Cycle - Final Incentive Calculation

_CEO

> PARAMETERS LINKED TO THE CALCULATION OF THE FINAL > VARIABLE REMUNERATION INCENTIVE - CAIP

In accordance with the information published in the 2019 CaixaBank Annual Remuneration Report for Directors, the Provisional Incentive determined in the First Cycle for the CEO is as follows:

Variable
remuneration
CAIP target 2021
(I) (thousands of
euros)
PMA (II) (euros) Assigned units
(III = I/II) (unit)
Degree of
Achievement of the
Provisional
Incentive (IV) (%)
Shares
provisionally
granted (V=III*IV)
(unit)
200 3.283 60,920 85% 51,782

The Provisional Incentive determined after the completion of the first measurement period of the first cycle of the CAIP (2019) was subject to a second measurement period based on an ex-post adjustment based on the fulfilment of multi-year objectives over a period of three years (2019-2021). In the 2022 CaixaBank Annual Remuneration Report for Directors, the calculation of the Final Incentive was determined.

> FINAL INCENTIVE FOR THE FIRST CYCLE OF VARIABLE REMUNERATION - CAIP

Shares provisionally granted
(unit)
% Reduction in Provisional
Incentive
Shares finally granted (unit)
51,782 30% 36,248

Remuneration accrued in 2023 linked to variable components of the CEO:

Variable long
term
remuneration
Settlement
instrument
% of variable
remuneration
under the LTI
for the year in
question
Number of
gross shares
Total amount
paid (%) to
variable
remuneration
under the LTI
for each year
Unrealised
deferred
remuneration
in gross
shares
Bonus of the
1st CAIP cycle
2019-2021
Shares 33% 11,962 67% 11,962

Third CAIP cycle - Provisional incentive determination

> PARAMETERS SHOWING DEGREE OF ATTAINMENT OF THE PROVISIONAL INCENTIVE FOR VARIABLE REMUNERATION – CAIP

As explained above, the third and last cycle of the CAIP linked to the Strategic Plan 2019-2021 started in 2021.

The degree of achievement of the Provisional Incentive was determined based on the degree of achievement of the following targets linked to the following metrics during the financial year 2021:

Metric Weighting Target Result Degree of
achievement of
the target (%)
Degree of
achievement of
the provisional
incentive (%)
CER (Core Efficiency
Ratio)
40 % 56.6 56.0 110.50 44.2
ROTE (Return on
Tangible Equity)
40 % 6.2 7.6 120.00 48
CEI (Customer
Experience Index)
20 % 84.3 86.3 120.00 24

116.2 %

To determine the degree of achievement of the Provisional Incentive of the variable remuneration corresponding to financial year 2021, the Remuneration Committee took into account the degree of achievement of the targets and their associated scales of achievement with their corresponding gradients (relationship between degree of achievement of the target and degree of achievement of the provisional incentive):

CER

CaixaBank's REC achieved a compliance rate of 110.5% in 2021, which means a provisional incentive achievement rate of 44.2%.

ROTE

CaixaBank's ROTE reached a compliance level of 120% in 2021, which represents a 48% achievement of the provisional incentive.

CEI

CaixaBank's IEX reached a compliance level of 120% in 2021, which represents a 24% achievement of the provisional incentive.

Multiplier coefficient

For the Granting of the Provisional Incentive on the Third Cycle Grant Date, a multiplier of up to 1.6 was included, to be applied to the DIA, depending on the performance of CaixaBank's TSR indicator compared to the 17 comparable banks over the period 2019-2021.

The scale of attainment for the additional multiplying factor approved by the Board, at the proposal of the Remuneration Committee, was as follows:

Position in the comparison group Multiplier coefficient
1st to 3rd 1.6
4th to 6th 1.4
7th to 10th 1.2
11th to 18th 1

In this respect, it has been verified that CaixaBank finished in 14th position, so a multiplier coefficient of 1 was applied.

> % DETERMINATION OF THE DEGREE OF ACHIEVEMENT OF THE INTERIM VARIABLE REMUNERATION INCENTIVE - CAIP

Gonzalo Gortázar - CEO

Variable remuneration CAIP
target 2021 (I) (thousands of
euros)
PMA (II) (euros) Assigned units (III = I/II) (unit) Degree of Achievement of the
Provisional Incentive (IV) (%)
Multiplier coefficient applied (V) Shares provisionally granted
(VI=(IIIIV)V) (unit)
200 2.178 91,828 1.162 1 106,705

José Ignacio Goirigolzarri - Chairman

Variable remuneration CAIP
target 2021 (I) (thousands of
euros)
PMA (II) (euros) Assigned units (III = I/II) (unit) Degree of Achievement of the
Provisional Incentive (IV) (%)
Multiplier coefficient applied (V) Shares provisionally granted
(VI=(IIIIV)V) (unit)
120 2.178 55,097 1.162 1 64,023

> FINAL INCENTIVE FOR THE THIRD CYCLE OF VARIABLE REMUNERATION - CAIP

The multi-year targets include previously established achievement scales, meaning that if the thresholds set for each of them are not effectively met, the Provisional Incentive could be reduced, even to its full extent, but never increased.

The calculation of the Third Cycle Final Incentive for the Chairman and CEO is related to the following parameters:

Metric Weighting Target for
non-reduction
Ratio achieved Reduction (%)
RAF (Risk Appetite
Framework)
60% 4 ambers 0 ambers 0
TSR (Total
Shareholder
Return)
30% 9th 9th 0
GRI (Global
Reputation Index)
10% 719 725 0

RAF

CaixaBank's RAF at the end of the period contains no ambers, so a reduction of 0% is applied.

TSR

With regard to the TSR indicator, the development of the TSR indicator has been tested over the three-year period from the beginning to the end of the Third Measurement Period with a comparison group of 17 banks of reference.

CaixaBank's RAF reached 9th place, so a reduction of 0% is applied.

GRI

CaixaBank's GRI reached 725, surpassing the challenge set of 719, so a reduction of 0% is applied.

> % DETERMINATION OF THE DEGREE OF ACHIEVEMENT OF THE FINAL VARIABLE REMUNERATION INCENTIVE - CAIP

Gonzalo Gortázar - CEO

Shares granted
Provisionally (unit)
% Reduction in Provisional
Incentive
Shares finally granted (unit)
106,705 — % 106,705

José Ignacio Goirigolzarri - Chairman

Shares granted
Provisionally (unit)
% Reduction in Provisional
Incentive
Shares finally granted (unit)
64,023 — % 64,023

As explained above, the shares granted will be settled in three instalments as of February 2025, 2026 and 2027.

(i) Long-Term Incentive linked to the 2015-2018 Strategic Plan

The General Shareholders' Meeting held on 23 April 2015 approved the implementation of a four-year Long-Term Incentive (LTI) for 2015-2018, pegged to compliance with the Strategic Plan in effect at that time. At the end of the four years, the participants would be entitled to receive a number of CaixaBank shares, providing certain strategic objectives and requirements were met. Plan participants included serving Executive Directors at that time.

During financial year 2023, the fourth deferral in shares was paid to the beneficiaries of this plan.

The following is the consolidated remuneration for the financial year 2023 to be paid in May 2024:

_Gonzalo Gortázar – CEO

Variable long-term
remuneration
Settlement instrument % of variable remuneration
under the LTI for the year in
question
Number of gross shares Total amount paid (%) to
variable remuneration under
the LTI for each year
Unrealised deferred
remuneration in gross shares
Payment of long-term
remuneration (2015-2018 LTI)
Shares 12% 13,553 100% 0

Tomás Muniesa – Non-executive Deputy Chairman

As consideration for the managerial functions he used to discharge, the non-executive Deputy Chairman of the Board of Directors is entitled to the following amounts of deferred long-term variable remuneration yet to be delivered, such amounts having accrued through to 22/11/2018 (the date on which he took office as Deputy Chairman):

Variable long-term
remuneration
Settlement instrument % of variable remuneration
under the LTI for the year in
question
Number of gross shares Total amount paid (%) to
variable remuneration under
the LTI for each year
Unrealised deferred
remuneration in gross shares
Payment of long-term
remuneration (2015-2018 LTI)
Shares 12% 8,247 100% 0

Common requirements applicable to variable remuneration

Retention policy

The instruments delivered are subject to a three-year retention period, during which time they may not be disposed of by the Director.

However, one year after the delivery of the instruments, the Director may dispose of the instruments if he/she maintains, after the disposal or exercise, a net economic exposure to the change in the price of the instruments for a market value equivalent to an amount of at least twice his/her annual fixed remuneration through the ownership of shares, options, rights to deliver shares or other financial instruments reflecting the market value of CaixaBank.

In addition, after the first year of holding, the Director may dispose of the instruments to the extent necessary to meet the costs related to their acquisition or, subject to the favourable opinion of the Remuneration Committee, to meet any extraordinary situations that may arise.

During the retention period, the exercise of the rights conferred by the instruments is vested in the Director as the holder of the instruments.

Situations warranting recovery of variable remuneration

The amounts of variable remuneration paid to executive directors shall be totally or partially reduced, including the amounts pending payment, whether cash or share-based payments, in the event of a poor financial performance by CaixaBank overall or by one of its divisions or areas, or because of any material exposure generated. For such purposes, CaixaBank must compare the assessed performance with the subsequent performance of the variables that helped attain the targets. The following scenarios may entail a recovery in variable remuneration:

Material failures in risk management committed by CaixaBank, or by a business unit or risk control unit, including the existence of qualified opinions in the external auditor's report or other circumstances that have the effect of impairing the financial para - meters used to calculate the variable remuneration.

An increase in capital requirements for CaixaBank or one of its business units that was not envisaged at the time the exposure was generated.

Regulatory sanctions or adverse legal rulings attributable to the unit or the employee responsible for those proceedings and to the executive director.

  • Non-compliance with internal regulations or codes of conduct within the Group, including:

  • a. Serious or very serious breaches of regulations attributable to them.
  • b. Serious or very serious breaches of internal regulations.
  • c. Failure to comply with applicable suitability and behavioural requirements.
  • d. Regulatory breaches for which they are responsible, irrespective of whether they cause losses that jeopardise the solvency of a business line, and, in general, any involvement in, or responsibility for, behaviour that causes significant losses.
  • Improper conduct, whether committed individually or with others, with specific consideration of the adverse effects of the sale

of unsuitable products and the responsibility of executive directors in taking such decisions.

  • Justified disciplinary dismissal carried out by the Company (in which case the remuneration will be reduced to zero). Just cause shall be understood as any serious and culpable breach of the duties of loyalty, diligence and good faith pursuant to which the Executive Directors must discharge their duties at the Group, as well as any other serious and culpable breach of the obligations assumed under their contract, or any other organic or service-based relationship between the individual concerned and the Group.

  • Where payment or vesting of these amounts is not sustainable in light of CaixaBank's overall situation, or where payment cannot be justified in view of the results of CaixaBank as a whole, the business unit, or the director concerned.

  • Any other situation or circumstance that may be expressly included in the contract or imposed by applicable law and regulations.

  • Variable remuneration shall be reduced if, at the time of the performance assessment, CaixaBank is subject to any requirement or recommendation issued by a competent authority to restrict its dividend distribution policy, or if this is required by the competent authority under its regulatory powers.

Situations warranting recovery of variable remuneration (clawback)

  • If any of the above situations occurred prior to payment of any amount of variable remuneration but comes to light after payment has been made, and if it that situation would have led to the non-payment or all or part of that remuneration had it been known, then the executive director must repay CaixaBank the part of the variable remuneration that was unduly received, along with any interest or return the director may have earned on that undue payment.

  • Situations in which the executive director made a major contribution to poor financial results or losses will be treated as being particularly serious, as shall cases of fraud or other instances of wilful misconduct or gross negligence leading to significant losses.

The Remuneration Committee shall advise the Board of Directors on whether to reduce or abolish the director's right to receive deferred amounts, or whether to insist on the full or partial clawback of those amounts, depending on the circumstances of each case. Situations involving a reduction in variable remuneration will apply over the entire deferral period for that variable remuneration. Meanwhile, situations involving the clawback of variable remuneration will apply over the term of one year running from payment of that remuneration, except where there has been wilful misconduct or gross negligence, in which case applicable law and regulations governing prescription periods will apply.

Termination or suspension of professional relations

Termination or suspension of professional relations, and departures due to invalidity, early retirement, retirement or partial retirement shall not interrupt the payment cycle of variable remuneration; notwithstanding the provision made for deductions and recovery of variable remuneration. In the event of the director's death, the Human Resources Division and the General Risks Division shall work together to determine and, as the case may be, propose a suitable calculation and payment process for pending payment cycles under criteria compatible with the general principles contained in the LOSS, its implementing regulations and CaixaBank's own Remuneration Policy.

Special situations

In the event of any unexpected special situation (e.g., (meaning corporate operations that affect ownership of shares to have been delivered or deferred), specific solutions must be applied in accordance with the LOSS and the principles set out in the Remuneration Policy, so as not to artificially alter or dilute the value of the consideration in question.

Incompatibility with personal hedging strategies or avoidance mechanisms.

Executive Directors undertake not to engage in personal hedging or insurance strategies related to their remuneration that might undermine the sound risk management practices the Company is attempting to promote. Furthermore, CaixaBank shall pay no variable remuneration through instruments or methods that aim to breach or result in a breach of the remuneration requirements applicable to Executive Directors.

Contributions to pension schemes and other cover

Executive Directors may have a social prevision system recognised in addition to the ordinary employee pension scheme. If they hold a commercial contract, they may be eligible for specific pension schemes equivalent to the complementary pension scheme.

The commitments assumed with the Executive Directors can be of a contribution defined for the cases of retirement, disability and death, and, additionally, coverage for service can be defined for the cases of disability and death. These commitments will be instrumented through an insurance contract.

The updating of the amount of the contributions for these commitments will be based on the same principles as those applied to their establishment as a fixed component, although increases over the term of the Remuneration Policy should not exceed a cumulative total equivalent to 10 per cent per annum, irrespective of their distribution over the different annual periods.

Non-discretionary character

With the exception of the mandatory variable-base contributions, the benefit or contribution system for the pension scheme does not qualify as a discretionary benefit system. It must be applied to the person, meaning that the individual will be eligible upon becoming an executive director or otherwise qualifying for a change in their remuneration, whether as a lump sum or an amount linked to their fixed remuneration, depending on the terms of their contract.

The amount of the contributions or the degree of coverage of the benefits: (i) must be pre-defined at the start of the year and clearly set out in the contract; (ii) may not originate from variable parameters; (iii) may not take the form of extraordinary contributions (e.g., bonuses, awards or extraordinary contributions made in the years leading up to retirement or departure); and (iv) must not be related to substantial changes in the terms of retirement (including any changes arising from merger processes or business combinations).

Elimination of dual entries

The contributions paid to pension schemes shall be less the amount of any contributions made under equivalent instruments or policies that may be established as a result of positions held at Group companies or at other companies on CaixaBank's behalf. This procedure shall also be followed for benefits, which must be adjusted accordingly to avoid any overlap or duplication.

Vesting of rights

Under the pension and benefits scheme for Executive Directors, economic rights will become vested in the event that the professional relationship is terminated or ends before the date the covered contingencies occur, unless that termination is for just cause, as the case may be, or for other specific causes specified in the contracts. There is no provision for payments on the actual date of termination or expiry of the employment relationship.

Mandatory variable-base contributions

15% of the contributions paid to complementary pension schemes will be considered a target amount (the remaining 85% is considered a fixed component). This amount is determined following the same principles and procedures as those established for the award of remuneration based on annual factors in the variable remuneration scheme with multi-year metrics, and is subject to contribution to a Discretionary Benefits Pension Policy.

The contribution shall be considered deferred variable remuneration. Accordingly, the Discretionary Benefits Pension Policy shall contain clauses ensuring that the contribution is explicitly subject to the same malus and clawback clauses described above for variable remuneration with multi-year metrics. It shall also count towards the relevant limits on the total amount of variable remuneration.

If the executive director leaves CaixaBank to take up retirement or leaves prematurely for any other reason, the discretionary pension benefits shall be subject to a lock-up period of five years from the date on which the director ceases to provide services at the Bank. During the lock-up period, CaixaBank shall apply the same requirements in relation to the malus and clawback clauses described above.

The following table shows the accrued remuneration of Executive Directors in 2023 through long-term savings systems:

> REMUNERATION OF EXECUTIVE DIRECTORS THROUGH LONG-TERM SAVINGS SYSTEMS

Position Fixed component (85%) Variable component (15%) Coverage for death, permanent
disability, and severe disability
Total
Gonzalo Gortazar CEO 446 94 84 624
José Ignacio Goirigolzarri Executive Chairman 114 114
Total by item 2023 446 94 198 738
Gonzalo Gortazar CEO 425 88 73 586
José Ignacio Goirigolzarri Executive Chairman 101 101
Total per item 2022 425 88 174 687

Long-term savings system (defined contribution)

The following table shows contributions in the form of variable remuneration made to the pension system of the CEO during the year ended:

Target contribution to the social prevision system
for the financial year 2023 (thousands of euros)
Contribution on a variable basis (15%) Result of annual corporate targets 2022 Contributions to the social prevision system on a
variable basis for the financial year 2023
(thousands of euros)
525 79 119.6% 94

Remuneration accrued by Board members as consideration for representing CaixaBank at other companies

The following remuneration is payable for seats held on the Boards of Directors of Group companies or of other companies when acting on CaixaBank's behalf, as per the amounts currently set as remuneration payable for representing CaixaBank at other companies (which forms part of the director's Total annual fixed remuneration):

> REMUNERATION FOR POSITIONS HELD AT GROUP COMPANIES AND AT OTHER COMPANIES ON CAIXABANK'S BEHALF

(thousands of euros) Position Investee Total
Jose Ignacio Goirigolzarri Tellaeche Director CECA 15
Gonzalo Gortazar Director Banco BPI, S.A. 63
Gonzalo Gortazar Chairman CaixaBank Payments & Consumer 23
Tomás Muniesa Deputy Chairman VidaCaixa 435
Tomás Muniesa Deputy Chairman SegurCaixa Adeslas 11
Total by item 2023 547

Remuneration of Board members aside from their responsibilities as directors

Fernando Maria Ulrich Costa Duarte is the non-executive Chairman of the Board of Directors of Banco BPI. His remuneration for seating on said board is 750,000 euros.

04. Terms and conditions of the general contracts and that of the CEO and Chairman

4.1 General conditions of the contracts

Nature of contracts: The type of contract will be determined by the managerial functions (if any) performed by the subject above and beyond those of director, pursuant to the case law of the Supreme Court concerning the so-called "relationship theory".

Duration: In general, contracts shall be drawn up for an indefinite term.

Description of duties, dedication, exclusivity and incompatibilities: The contract shall provide a clear description of the duties and responsibilities to be undertaken and the functional location of the subject and to whom he/she reports within the organisational and governance structure of CaixaBank. It must likewise stipulate the duty of exclusive dedication to the Group, without prejudice to other authorised activities in the interests of the CaixaBank Group or occasional teaching activities and participation in conferences or responsibilities at own or family-run businesses, provided these activities do not prevent the director from discharging their duties diligently and loyally at CaixaBank and do not pose a conflict of interest with the Company.

Executive Directors will be subject to the legal system governing incompatibilities from serving as director.

The contract may also include other permanency obligations that are in CaixaBank's best interests.

Compliance with duties and confidentiality: The contract shall contain certain obligations requiring the director to discharge the duties inherent to the role of director, as well as non-disclosure obligations in respect of the information to which the director becomes privy while holding office.

Civil liability coverage and compensation: Executive Directors and all other directors are named as the insured parties under the civil liability insurance policy taken out for Group directors and managers.

Likewise, the contracts may state that CaixaBank shall hold Executive Directors harmless for any losses or damages arising from claims by third parties, unless the Executive Directors have acted negligently or with wilful deceit.

Post-contractual non-competition agreements: The contracts will include post-contractual noncompete obligations in relation to financial activities, to remain binding and in effect for no less than one year following the termination of the contract. Unless otherwise justified, consideration for non-compete undertakings shall be set as the sum of all fixed components of remuneration that the executive director received over the term of that undertaking. The amount of the consideration will be divided into equal instalments and paid at regular intervals over the non-compete period.

Breach of the post-contractual non-compete undertaking will entitle CaixaBank to seek and obtain compensation from the executive director for a proportional amount of the consideration effectively paid.

Early termination clauses: Contracts shall set out the situations in which Executive Directors may terminate their contract with the right to compensation. These may include breach of contract on the part of CaixaBank, wrongful or unfair dismissal, or a change of control at the Company.

Likewise, the contracts must recognise CaixaBank's right to terminate the contract in the event of breach by the executive director, in which case no compensation will be payable to the director.

In the event of any contract termination, CaixaBank shall be entitled to demand the resignation of the Executive Directors from any positions or functions performed in companies in the interest of CaixaBank.

Contracts shall provide for a notice period of at least three months and adequate compensation in case of non-performance, proportionate to the fixed remuneration to be earned during periods foregone.

The amount of compensation payable for contract termination will be established at all times such that it does not exceed legal limits on the maximum ratio of variable remuneration, as per EBA criteria. Payments for early termination must be based on the results secured over time, and must not compensate poor results or undue conduct.

Payments for early termination that qualify as variable remuneration shall be deferred and paid in the manner stipulated for variable remuneration. They shall likewise be subject to the rules described previously in relation to malus and clawback.

Payments for cancellation of previous contracts: Where remuneration packages relating to compensation for departure from previous contracts are agreed to, these should be tailored to the longterm interests of the Entity by applying the limits and requirements set out in the LOSS and the EBA Guidelines, with pay cycle provisions similar to those set out in the Remuneration Policy for variable remuneration.

Other contractual conditions: The contracts may contain standard contractual clauses compatible with the Act on the Organisation, Supervision and Solvency of Credit Institutions, the Capital Enterprises Act, other applicable law and regulations and the Remuneration Policy.

4.2 Special conditions of the contracts for the CEO and Chairman

Appointment Special conditions of the CEO's contract Special conditions of the Chairman's contract
Type of contract Commercial contract
Duration Open-ended contract
Description of duties, dedication,
exclusivity and incompatibilities
The contract shall provide a clear description of the duties and responsibilities and of the obligation to work exclusively for CaixaBank. It does not contain any minimum term
conditions and includes provisions to ensure that the contract is consistent with the Remuneration Policy.
Compliance with duties and
confidentiality obligation
It also contains clauses regarding compliance with duties, confidentiality and liability coverage.
Civil liability coverage and
compensation
Executive Directors and all other directors are named as the insured parties under the civil liability insurance policy taken out for Group directors and managers
Post-contractual non-compete
undertakings
within the financial sector. The contract contains a post-contractual non-compete undertaking of one year running from termination of the contract, covering any direct or indirect activities carried out
Consideration for the non-compete undertaking is set at one year of the fixed components of the director's remuneration and the resulting amount will be reduced by any
terminates. If the CEO breaches his post-contractual non-compete undertaking, he shall pay CaixaBank an amount equivalent to one year of his fixed remuneration.
sums received from Group companies or other companies at which he or she represents CaixaBank as compensation for other post-contractual non-compete undertakings.
This compensation shall be paid in 12 equal monthly instalments, the first of which shall be payable at the end of the calendar month in which the director's service contract
remuneration if his services contract is terminated for any of the following reasons: Aside from the compensation payable under the non-compete clause, the CEO will be entitled to receive compensation amounting to one year of the fixed components of his
(i) unilateral termination by the CEO due to a serious breach by the Company of the obligations set out in the services contract;
(ii) unilateral termination by the Company without just cause;
(iii) removal from or non-renewal of his position as Board member and of his duties as CEO without just cause; or
or (iv) acquisition of a controlling stake in the Company by an entity other than "la Caixa" Banking Foundation, or the transfer of all or a relevant part of the Company's
business activities or assets and liabilities to a third party, or its integration within another business group that obtains control of the Company.
The resulting amount of compensation must be paid in accordance with the law and the terms of the Remuneration Policy and shall also be reduced by any amounts of
compensation received from the companies described in the preceding paragraph.
Early termination clauses To be eligible for the compensation, the CEO must simultaneously stand down from all posts of representation and management at other Group companies where he is
representing the Company and at any external companies at which he may be acting on CaixaBank's behalf.
Meanwhile, the Company may remove the CEO from his post and terminate his services contract with just cause in the following situations:
(i) any serious and culpable breach of the duties of loyalty, diligence and good faith under which the CEO is bound to discharge his duties at the Group;
(ii) where the CEO becomes unfit to hold office as such for reasons attributable to himself; or
or (iii) any other serious and culpable breach of the obligations assumed under the services contract, or any other organic or service-based relationship that may be
established between the CEO and the respective entities at which he represents CaixaBank.
If the services contract is terminated with just cause or voluntarily by the CEO for reasons other than those just described, he will not be entitled to the compensation
described previously.
of remuneration corresponding to the time remaining for the completion of the corresponding term. Voluntary resignation requires notice of at least three months. In the event of non-compliance, the CEO shall be obliged to pay the entity the amount of the fixed components
Other contractual conditions The contract also contains provisions to ensure that it is consistent with the
Remuneration Policy.

05. Director Remuneration Policy for 2024

The Ordinary General Shareholders' Meeting held on 8 April 2022 approved the Remuneration Policy for the financial years 2022 to 2024 inclusive. The amendment of this Policy was approved at the Annual General Meeting of March 31, 2023.

An amendment to the current Directors' Remuneration Policy is expected to be submitted for approval at the 2024 Annual General Meeting.

Reasons for changing the remuneration policy

The proposed amendment to the Remuneration Policy is justified by the following reasons:

  • a. The remuneration of executive directors is determined in accordance with the principles of the remuneration policy, oriented towards a market positioning that allows the attraction and retention of talent, and aligning the remuneration elements so that they promote behaviours that generate value and sustainability in the long term.
  • b. In this regard, the remuneration proposals seek to encourage directors' commitment to the Company, and considers, for the Chairman and CEO, salary surveys and ad hoc research of the European financial sector with a business model or size comparable to CaixaBank, the local

financial market and comparable listed companies. These surveys and studies were carried out in 2023 by a leading entity in the field, Willis Towers Watson. In comparative terms, CaixaBank's overall size is close to the median of the European financial sector companies included in the comparison, and close to the 75th percentile of comparable Ibex 35 companies1 .

c. The proposal to update the amounts of remuneration for membership of the Board and its committees, of the directors in their condition as such, respecting the maximum limit approved by the General Shareholders' Meeting, is made in view of the increasing complexity and dedication involved in exercising the function, and in accordance with the analyses made of the comparison groups.

This proposal maintains the line of attracting and retaining talent in the profiles of directors to ensure that the company continues to comply with the high suitability requirements pursued by CaixaBank and required by the sectoral legislation governing credit institutions.

1 The peer group of financial institutions used in 2023 is the same as that specified in section 3.2 above. The sample of Ibex 35 companies for the CEO includes all companies included in this index, except Solaria, Arcelormittal and AENA.

Main changes introduced in the remuneration policy

The main changes that are expected to be introduced in the Remuneration Policy to be submitted to the General Shareholders' Meeting can be summarised as follows:

  • a. Updating of remuneration for membership of the Board and its committees for Directors in their capacity as such, with an increase of 3%, without an increase of the annual maximum amount approved in 2023.
  • b. Updating of the fixed and target remuneration of the Chairman and the CEO, as well as the contributions to the CEO's pension scheme. The increase is 3% for the total target remuneration for the Chairman and 5.6% for the fixed remuneration and contributions to long-term savings schemes and 24.9% for the variable objective for the CEO.
  • c. Updating of the metrics of the 2024 objectives for the Chairman and CEO to align them with the strategic lines of the year.

5.1 Remuneration of directors in their capacity as such

The maximum remuneration figure for all Directors, without taking into account remuneration for executive functions (€3,071,250) was set at the General Shareholders' Meeting of 31 March 2023 and its distribution may give rise to different remuneration for each of the Directors. Amounts for the current financial year are shown below:

> REMUNERATION FOR BOARD MEMBERSHIP AND MEMBERSHIP OF BOARD COMMITTEES

(thousands of euros) Total 2024
Base remuneration of each Board member 97.3
Additional remuneration of the Coordinating Director 39.1
Additional remuneration of each member of the Executive Committee 54
Additional remuneration of the Chairman of the Executive Committee 28.3
Additional remuneration of each member of the Risks Committee 54
Additional remuneration of the Chairman of the Risks Committee 28.3
Additional remuneration of each member of the Audit and Control Committee 54
Additional remuneration of the Chairman of the Audit and Control Committee 28.3
Additional remuneration of each member of the Appointments and Sustainability Committee 32.4
Additional remuneration of the Chairman of the Appointments and Sustainability Committee 16.2
Additional remuneration of each member of the Remuneration Committee 32.4
Additional remuneration of the Chairman of the Remuneration Committee 16.2
Additional remuneration of each member of the Innovation, Technology and Digital Transformation Committee 32.4
(thousands of euros) Total 2024
Remuneration to be distributed in 2024 under the maximum remuneration approved in 2023 3,071.25

5.2 Remuneration of directors discharging executive functions

By way of summary, the remuneration mix corresponding to the remuneration earned by CaixaBank's executive directors in 2024 is as follows:

Fixed items of remuneration

The maximum amount of the fixed components of remuneration accruable to Executive Directors in 2024 is as follows:

> FIXED REMUNERATION ACCRUED > BY EXECUTIVE DIRECTORS

(thousands
of euros)
Position Salaries Remuneration
for board
membership
Remuneration
for
membership
on board
committees
Remuneration
for positions
held at Group
companies
Remunerati
on for
membershi
p of boards
outside the
Group
Total
fixed
remuner
ation
expecte
d for
2024
Gonzalo
Gortazar
CEO 2,261 97 54 95 2,507
Jose Ignacio
Goirigolzarri
Executive
Chairman
1,590 97 82 15 1,784
Total Executive Directors 3,851 194 136 95 15 4,291

Executive Directors are also due to accrue the following amounts of remuneration in kind during the year:

> REMUNERATION IN KIND OF EXECUTIVE DIRECTORS

(thousands of
euros)
Position Own and
family
medical care*
Use of car and
housing
Other Total projected
for 2024
Gonzalo
Gortazar
CEO 4 12 16
Jose Ignacio
Goirigolzarri
Executive
Chairman
3 3 6
Total Executive
Directors
7 15 22

* Medical insurance for the CEO, spouse, and all children aged under 25

Variable components of remuneration

Variable Remuneration Scheme with Multi-year Metrics

The target amounts for this item determined in 2024 are as follows:

(thousands of euros) Position Variable target remuneration
(thousands of €)
Gonzalo Gortazar CEO 1,192
José Ignacio Goirigolzarri Executive Chairman 346

Annual factors, with quantitative corporate (financial) and qualitative corporate (non-financial) criteria, which must be specified and clearly documented, are used for performance measurement and for the evaluation of results.

Multi-year factors with only corporate criteria which adjust, as a reduction mechanism, the payment of the deferred portion subject to multi-year factors are also used.

Although the variable component of the remuneration of Executive Directors shall be limited to a maximum amount of 100% of the fixed remuneration, unless the CaixaBank Annual General Meeting approves a higher level with a limit of 200%, the maximum amounts to be received by Executive Directors and the % of fixed remuneration they represent are detailed below:

> ESTIMATE OF VARIABLE REMUNERATION SCHEME WITH MULTI-YEAR METRICS 2024

(amounts in thousands of euros) Chairman CEO
VR with a level of achievement of <80% 0 0
VR with a level of achievement of 100% 346 1,192
% VR 100% of Annual Fixed Remuneration 19.4 % 47.5 %
Maximum VR with a level of achievement of
120%
415 1,430
% VR 120% of Annual Fixed Remuneration 23.3 % 57.0 %

> ANNUAL FACTOR MEASUREMENT METRICS

Corporate criteria Metric Weighting Degree of compliance Degree of achievement
> 17.2 = 120% 120%
ROTE 20% Between 17.2 and 13 Between 120 and 80%
< 13 = 0%
%
15% < 40.5 = 120% 120%
Financial Recurring RE Between 40.5 and 43.94 Between 120 and 80%
> 43.9 = 0%
%
10% < 544 m € = 120% 120%
NPAs Between 1,422 m € and 544 m € Between 120 and 80%
> 1,422 m € = 0%
%
0 ambers 100%
20% 0.5 ambers 97.5%
1 amber 95%
1.5 ambers 92.5%
RAF1 2 ambers 90%
2.5 ambers 87.5%
3 ambers 85%
3.5 ambers 82.5%
4 ambers 80%
Non-financial > = 4.5 amber
%
Each challenge individually
on scales between 0% and below
80% and up to a maximum of 120%
Quality 15% Weighted average Maximum of 120%
and a minimum of 80% below 0
(relational NPS 40%, and
transactional NPS Retail signature 40%)
and 20% digital NPS
10% <> -0.3 pp
%
Between -0.3 pp and -0.1 p.p. Between 0% and 100%
Market Share and -0.1 pp and +0.1 p.p. 100%
Between + 0.1 pp and + 0.3 pp Between 100% and 120%
> + 0.3 p.p. 120%
Sustainability 10% > 35,869 m € 120%
Between 35,869 m € and 23,913 m € Between 120 and 80%
< 23,913 m €
%

A negative adjustment of 5% is included in the event that a certain number of High and Medium criticality compliance GAPs older than 6 and 12 months, respectively, are exceeded at year-end 2024.

1 Achievement may be adjusted downwards to 100% in the event that any metric included in the RAF is in recovery.

The corporate criteria are set for each year by the CaixaBank Board of Directors, at the recommendation of the Remuneration Committee, and their weighting is distributed among objective items based on the Entity's main targets.

The corporate financial criteria have been aligned with the most relevant management metrics of the Entity, adapting their weighting for the executive directors according to their functions. These are related to the following metrics:

ROTE (20%)

Definition: Measures the profitability index of the tangible assets and is calculated as the Profit/(loss) attributable to the Group (adjusted by the amount of the Additional Tier 1 coupon) and net equity plus valuation adjustments for the last 12 months, minus the intangible assets such as goodwill.

Recurring RE (15%)

Definition: This is the weight of recurring expenses in relation to the institution's gross margin. It is calculated as the percentage ratio of the Group's recurring expenses to the gross margin.

NPAs (10%)

Definition: This is the change, in absolute terms, in the Group's problematic assets (defined as nonperforming and foreclosed loans and auction rights).

Non-financial corporate criteria relate to the following metrics:

RAF (20%)

Definition: The target linked to the RAF metric is set from an aggregate level of the Entity's Risk Appetite Framework metrics scorecard. This scorecard consists of quantitative metrics that measure the different risks, for which the Board of Directors establishes areas of appetite (green), tolerance (amber) or non-compliance (red), and determines the scale of fulfilment that establishes penalty or bonus percentages according to the variation of each metric, between the actual situation at the end of the year and that initially forecast for the same year in the budget.

Quality (15%)

Definition: Metric that combines the Net Promoter Score index (an index based on the information obtained from customers to find out if they would recommend CaixaBank) for different areas of the entity. 40% is defined on the basis of Relational NPS, 40% on the basis of Transactional Retail Signature NPS and the remaining 20% on the basis of Digital NPS (Now & Imagin's Digital Transactional NPS weighted by volume of users in 2024).

Market share (10%)

Definition: This measures the overall market variation at CaixaBank level of the loan portfolio and customer funds of the non-financial private sector resident in Spain.

Sustainability (10%)

Definition: Mobilisation of sustainable finances, in accordance with the objective of the 2022-2024 sustainability plan revised for the period 2024-2026.

For the purpose of determining variable remuneration for the annual factors (financial and non-financial) described above, once the 2024 financial year has ended, the result of each metric will be compared with its target value, and depending on the degree of compliance therewith, variable remuneration to be received will be calculated by applying the corresponding scales of degree of achievement, according to the weighting associated with each indicator, on the basis of the target value.

The resulting amount shall constitute the annual factor-linked variable remuneration of each Executive Director, which shall be subject to the terms of the vesting, consolidation and payment system set out below.

Compliance (5% adjustment)

Definition: The adjustment is established based on the high and medium risk regulatory compliance GAPs identified by the Compliance area.

Depending on the number of GAPS and the period for resolution, a penalty of up to 5% of the total variable remuneration granted could be applied.

> MULTI-YEAR FACTOR MEASUREMENT METRICS

Criteria Metric Weighting Objective value Degree of compliance Degree of penalty
CET1 25% RAF measure for risk tolerance in
green
Red = 0% 100%
Amber = 50% 50%
Green = 100% — %
TSR 25% Value of the EUROSTOXX Banks –
Gross Return index
> = index = 100% — %
< index = 0% 100%
Corporate 25% Average amounts repaid annually
in the measurement period
> Average = 100% — %
Multi-year ROTE Between 80% and 100% Between 0% and 100%
< 80% = 0% 100%
Sustainability 25% 96,119 m € > = 96,119 m € = 100% — %
Between 96,119 m € and 72,089
m € = between 75% and 100%
Between 0% and 100%
< 72,089 m € = 0% 100%

The level of achievement for the multi-year factor metrics is set solely on the basis of corporate criteria and determines the adjustment of payments from the third year of deferral (i.e. 36 per cent of the remaining variable remuneration).

The metrics associated with the multi-year factors are described below:

CET1 (25%)

Definition: It is set as a metric linked to the colour (tolerance level) of the indicator in the CET1 RAF at the end of the multi-year period.

The colour determines the risk tolerance level, in accordance with the risk appetite areas established by the Board of Directors. Green means ending within the tolerance level, amber means being at the tolerance level and red means being at the noncompliance level.

TSR (25%)

Definition: Comparison with the average of the EUROSTOXX Banks – Gross Return index.

Multi-year ROTE (25%)

Definition: This is set as the average achievement of the ROTE challenge for each of the years of the multiyear measurement period.

Sustainability (25%)

Definition: This is set to reach a cumulative sustainable finance mobilisation figure in the period 2024-2026.

The aforementioned metrics will have associated compliance scales so that if the targets established for each are not met within the three-year measurement period, the deferred portion of the variable remuneration pending payment can be reduced but never increased.

In addition, the remaining conditions of the system for granting, vesting and payment of variable remuneration to Executive Directors provided for in the Remuneration Policy shall apply to the variable remuneration.

In line with our responsible management model, 30% of the variable remuneration granted to the Chairman and CEO is linked to ESG factors. In line with the challenges detailed in section 3; 10% is linked to the mobilization of sustainable finance, 15% of the social type linked to Quality and Customer Experience, plus a possible negative adjustment of 5% linked to Regulatory Compliance and Governance management. In addition, in the adjustment with multi-year metrics, 25% is linked to a long-term sustainable financing mobilisation challenge.

TERMS AND CONDITIONS OF THE VARIABLE REMUNERATION AWARD, VESTING AND PAYMENT SYSTEM

In accordance with the vesting, consolidation and payment system applicable to variable remuneration under the Variable Remuneration Scheme with Multi-Year Metrics for the Entity's Executive Directors, 40% of the variable remuneration corresponding to the current year will be paid, if the conditions are met, in equal parts in cash and CaixaBank shares, while the remaining 60% will be deferred, 30% in cash and 70% in shares, over a period of five years. In this regard, the payment for the first two years of deferral is subject to annual factors, while the payment for the following three years will be subject to compliance with the approved multiyear factors.

The granting, vesting and payment system for the variable remuneration of Executive Directors is the same as that set out for 2023.

Contributions to pension schemes and other cover

In the case of the CEO, a total defined contribution of €471,240 will be made each year to cover the contingencies of retirement, death and total, absolute or severe permanent disability.

The annual target amount corresponding to the Discretionary Pension Benefits Policy, in accordance with the provisions of section 5.8.e), is €83,160 in the case of Mr. Gonzalo Gortazar Rotaeche.

In addition to the defined contribution described above, coverage will be established for death and permanent, total, absolute and severe disability for the amount of two annuities of the Total Fixed Annual Remuneration at the time the contingency occurs. The estimated premium for this cover is €97,702.

Coverage in favour of Mr José Ignacio Goirigolzarri Tellaeche for death and permanent, total, absolute and severe disability for the amount of two annuities of the Total Annual Fixed Remuneration at the time the contingency occurs is recognised. The estimated premium for this cover is €127,128 for each year that this Remuneration Policy is in effect.

> REMUNERATION OF EXECUTIVE DIRECTORS THROUGH LONG-TERM > SAVINGS SYSTEMS

(thousands of Long-term savings system (defined contribution)

euros)
Position Fixed
component
(85%)
Variable
component
(15%)1
Coverage for
death,
permanent
disability, and
severe
disability
Total projected
for 2023
Gonzalo
Gortazar
CEO 471 99 98 668
Jose Ignacio
Goirigolzarri
Executive
Chairman
127 127
Total Executive
Directors
471 99 225 795

1 Information provided on contributions made to the employee pension system (variable remuneration) envisioned for the year in progress. The achievement of the annual challenges of 118.98% of the result of the metrics linked to 2023 annual factors has been considered for the CEO.

Remuneration accrued by Board members as consideration for representing CaixaBank at other companies

The following remuneration is payable for seats held on the Boards of Directors of Group companies or of other companies when acting on CaixaBank's behalf, as per the amounts currently set as remuneration payable for representing CaixaBank at other companies (which forms part of the director's Total annual fixed remuneration):

> REMUNERATION AS DIRECTORS ON BEHALF OF CAIXABANK

(thousands of euros) Position Investee Total projected for
2024
Jose Ignacio Goirigolzarri Director CECA 15
Gonzalo Gortazar Director Banco BPI 63
Gonzalo Gortazar Chairman CaixaBank Payments &
Consumer
32
Tomás Muniesa Deputy
Chairman
VidaCaixa 435
Tomás Muniesa Deputy
Chairman
SegurCaixa Adeslas 11
Total by item 2024 556

Remuneration aside from responsibilities as Director

Fernando Maria Ulrich Costa Duarte is the non-executive Chairman of the Board of Directors of Banco BPI. The remuneration planned for 2023 for his membership in this board is 750,000 euros.

Retention policy

The instruments delivered are subject to a three-year retention period, during which time they may not be disposed of by the Director.

However, one year after the delivery of the instruments, the Director may dispose of the instruments if he/she maintains, after the disposal or exercise, a net economic exposure to the change in the price of the instruments for a market value equivalent to an amount of at least twice his/her Total Annual Fixed Remuneration through the ownership of shares, options, rights to deliver shares or other financial instruments reflecting the market value of CaixaBank.

In addition, after the first year of holding, the Director may dispose of the instruments to the extent necessary to meet the costs related to their acquisition or, subject to the favourable opinion of the Remuneration Committee, to meet any extraordinary situations that may arise.

During the retention period, the exercise of the rights conferred by the instruments is vested in the Director as the holder of the instruments.

06. Table of reconciliation of content with the CNMV remuneration report template

A. REMUNERATION POLICY APPROVED FOR THE CURRENT YEAR
Section of the CNMV template Included in the statistical report Comments
Section 2 and Section 5 in relation to the remuneration policy
Section 5 in relation to the fixed components of remuneration for
directors in their capacity as such
A.1
and subsections
No Section 5 in relation to the different components of executive
directors' remuneration Section 4 on the characteristics of the
contracts concluded with executive directors
Section 5 in relation to proposed changes in remuneration for 2024
and its quantitative valuation
A.2 No Section 5 in relation to proposed changes in remuneration for 2024
and its quantitative valuation
A.3 No Section 5 and Introduction in relation to the remuneration policy
A.4 No Introduction, Section 2 and Section 5 in relation to the IARC vote and
the remuneration policy
B. OVERALL SUMMARY OF HOW REMUNERATION POLICY WAS APPLIED DURING THE YEAR ENDED
Section of the CNMV template Included in the statistical report Comments
B.1 and subsections No Section 2 and Section 3
B.2 No Section 2 and Section 3
B.3 No Section 2, Section 3 and Section 5
B.4 Yes Section 2 and Section 6
B.5 No Section 3
B.6 No Section 3
B.7 No Section 3
B.8 No Not applicable
B.9 No Section 3
B.10 No Not applicable
B.11 No Section 3 and Section 4

B. OVERALL SUMMARY OF HOW REMUNERATION POLICY WAS APPLIED DURING THE YEAR ENDED

Section of the CNMV template Included in the statistical report Comments
B.12 No Not applicable
B.13 No At present, the Entity is not considering offering Directors financial
assistance as remuneration.
Note 43 of the consolidated annual financial statements explains the
financing extended to directors and other key office holders
B.14 No Section 3
B.15 No Not currently provided
B.16 No Section 3

C. ITEMISED INDIVIDUAL REMUNERATION ACCRUED BY EACH DIRECTOR

Section of the CNMV template Included in the statistical report Comments
C Yes Section 7
C.1 a) i) Yes Section 7
C.1 a) ii) Yes Section 7
C.1 a) iii) Yes Section 7
C.1 a) iv) Yes Section 7
C.1 b) i) Yes Section 7
C.1 b) ii) Yes Not applicable
C.1 b) iii) Yes Not applicable
C.1 b) iv) Yes Not applicable
C.1 c) Yes Section 7
C.2 Yes Section 7
D. OTHER USEFUL INFORMATION
Section of the CNMV template Included in the statistical report Comments
Mr. Yes

07. Statistical information on remuneration required by the CNMV

ISSUER IDENTIFICATION

Financial year-end: 31/12/2023
Tax code: A08663619

Corporate name: CAIXABANK, S.A. Registered office:

CL. PINTOR SOROLLA N.2-4 (VALENCIA)

B. OVERALL SUMMARY OF HOW REMUNERATION POLICY WAS APPLIED DURING THE YEAR ENDED

B.4. Report on the result of the advisory vote at the General Shareholders' Meeting on the annual report on remuneration for the previous financial year, indicating the number of abstentions and the number of negative, blank and affirmative votes cast:

Number % of total
Votes cast 5,743,814,850 76.56
Number % of votes cast
Votes against 36,487,237 0.64
Votes in favour 4,401,653,809 76.63
Blank votes 0.00
Abstentions 1,305,673,804 22.73

C. STATE THE INDIVIDUAL REMUNERATION CORRESPONDING TO EACH OF THE DIRECTORS

Name Type Accrual period 2023 fiscal year
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE Executive Chairman From 01/01/2023 to 31/12/2023
MR TOMÁS MUNIESA ARANTEGUI Proprietary Deputy Chairman From 01/01/2023 to 31/12/2023
MR GONZALO GORTAZAR ROTAECHE CEO From 01/01/2023 to 31/12/2023
MR EDUARDO JAVIER SANCHIZ IRAZU Lead Independent Director From 01/01/2023 to 31/12/2023
MR JOAQUIN AYUSO GARCÍA Independent Director From 01/01/2023 to 31/12/2023
MR FRANCISCO JAVIER CAMPO GARCÍA Independent Director From 01/01/2023 to 31/12/2023
MS EVA CASTILLO SANZ Independent Director From 01/01/2023 to 31/12/2023
MR FERNANDO MARÍA COSTA DUARTE ULRICH Other External Director From 01/01/2023 to 31/12/2023
MS MARÍA VERÓNICA FISAS VERGÉS Independent Director From 01/01/2023 to 31/12/2023
MS CRISTINA GARMENDIA MENDIZABAL Independent Director From 01/01/2023 to 31/12/2023
MR PETER LÖSCHER Independent Director From 31/03/2023 to 31/12/2023
MS MARÍA AMPARO MORALEDA MARTÍNEZ Independent Director From 01/01/2023 to 31/12/2023
MS MARÍA TERESA SANTERO QUINTILLÁ Proprietary Director From 01/01/2023 to 31/12/2023
MR JOSÉ SERNA MASIÁ Proprietary Director From 01/01/2023 to 31/12/2023
MS KORO USARRAGA UNSAIN Independent Director From 01/01/2023 to 31/12/2023
MR JOHN S. REED Lead Independent Director From 01/01/2023 to 31/03/2023

C.1 Complete the following tables regarding the individual remuneration accrued by each director (including remuneration received for the performance of executive functions) during the year

a) Remuneration from the reporting company:

i) Remuneration in cash (in thousands of EUR)

Fixed
Name
remuneration
Attendan
ce fees
Remuneration
for membership
to Committees
of the Board of
Directors
Salary Variable
remuneratio
n
in the short
term
Variable
remuneratio
n
item
Compensation Other
concepts
Total financial
year
2023
Total
financial year
2022
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE 95 80 1,543 80 119 1 1,918 1,864
MR TOMÁS MUNIESA ARANTEGUI 95 105 200 196
MR GONZALO GORTAZAR ROTAECHE 95 52 2,142 227 181 5 2,702 2,592
MR EDUARDO JAVIER SANCHIZ IRAZU 123 164 287 230
MR JOAQUIN AYUSO GARCÍA 95 84 179 170
MR FRANCISCO JAVIER CAMPO GARCÍA 95 107 202 170
MS EVA CASTILLO SANZ 95 119 214 170
MR FERNANDO MARÍA COSTA DUARTE ULRICH 95 84 179 170
MS MARÍA VERÓNICA FISAS VERGÉS 95 65 160 190
MS CRISTINA GARMENDIA MENDIZÁBAL 95 115 210 200
MR PETER LÖSCHER 59 40 99
MS MARÍA AMPARO MORALEDA MARTÍNEZ 95 139 234 232
MS MARÍA TERESA SANTERO QUINTILLÁ 95 52 147 140
MR JOSÉ SERNA MASIÁ 95 84 179 170
MS KORO USARRAGA UNSAIN 95 169 264 250
MR JOHN S. REED 33 12 45 164

Notes:

In accordance with the CNMV's instructions to complete this report, the amounts included in the "Short-term variable remuneration" and "Long-term variable remuneration" cells correspond to:

Chairman:

  • Short-term variable remuneration: The cash portion of the upfront payment of the variable remuneration scheme with multi-year metrics (20%), the payment of which corresponds in 2024.
  • Long-term variable remuneration: The cash part of the payment of the deferred portion of the annual bonus plan 2022 (4%), 2021 (6%), RVA 2019 (12.5%), RVA 2018 (12.5%), RVP 2018 (50%), which is payable in 2024.

Chief Executive Officer:

  • Short-term variable remuneration: The cash portion of the upfront payment of the variable remuneration scheme with multi-year metrics (20%), the payment of which corresponds in 2024.
  • Long-term variable remuneration: The cash part of the payment of the deferred portion of the annual bonus plan 2022 (4%), 2021 (6%), 2019 (6%) and 2018 (6%), which is payable in 2024.

ii) Breakdown of movements of the share-based remuneration systems and gross profit of the consolidated shares or financial instruments.

Financial instrument at the
beginning
of financial year 2023
Financial instruments
granted during year
2023
Consolidated financial instruments in the financial year Instruments
past due and not
exercised
Financial instruments at
the end of financial year
2023
Name Plan name No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
/ consolidated
shares
Price of
the shares
shares
Gross profit
of the shares
or
consolidated
financial
financial
instruments
(€ thousand)
No. of
instruments
No. of
instrument
s
No. equivalent
shares
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
Variable
remuneration
2023
63,486 20,479 3.90 80 43,007
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
Remuneration
remuneration
2022
41,152 8,232 3.90 32 32,920
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
Bonus plan
2021
20,472 5,118 3.90 20 15,354
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
3rd CAIP cycle
2019-2021
64,023 64,023
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
Remuneration
Variable
Remuneration
11,014 11,014
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
2019
Remuneration
Variable
Remuneration
20,420 10,210 3.90 40 10,210
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
2019
Remuneration
Variable
Remuneration
8,464 8,464 3.90 33 0
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
2018
Remuneration
Variable
Remuneration
6,740 6,740 3.90 26 0
MR TOMÁS MUNIESA
ARANTEGUI
2018
ILP 2015-2018
8,247 8,247 3.98 33 0

Plan name Financial instrument at the
beginning
of financial year 2023
Financial instruments
granted during year
2023
Consolidated financial instruments in the financial year Instruments
past due and not
exercised
Financial instruments at the
end of financial year 2023
Name No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
/ consolidated
shares
Price of
the shares
shares
Gross profit
of the shares
or consolidated
financial
financial
instruments
(€ thousand)
No. of
instruments
No. of
instruments
No. equivalent
shares
MR GONZALO
GORTAZAR
ROTAECHE
Variable
remuneration
2023
180,303 58,162 3.90 227 122,141
MR GONZALO
GORTAZAR
ROTAECHE
Remuneration
remuneration
2022
116,873 23,377 3.90 91 93,496
MR GONZALO
GORTAZAR
ROTAECHE
Bonus Plan
2021
72,560 18,140 3.90 71 54,420
MR GONZALO
GORTAZAR
ROTAECHE
Bonus Plan
2019
32,512 16,256 3.90 63 16,256
MR GONZALO
GORTAZAR
ROTAECHE
Bonus Plan
2018
15,613 15,613 3.90 61 0
MR GONZALO
GORTAZAR
ROTAECHE
ILP 2015-2018 13,553 13,553 3.98 54 0
MR GONZALO
GORTAZAR
ROTAECHE
1st CAIP cycle
2019-2021
23,924 11,962 3.90 47 11,962
MR GONZALO
GORTAZAR
ROTAECHE
3rd CAIP cycle
2019-2021
106,705 106,705
MR EDUARDO
JAVIER SANCHIZ
IRAZU
Plan 0
MR JOAQUIN AYUSO
GARCÍA
Plan 0

Name Plan name Financial instrument at the
beginning
of financial year 2023
Financial instruments
granted during year
2023
Consolidated financial instruments in the financial year Instruments
past due and not
exercised
Financial instruments at the
end of financial year 2023
No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
/ consolidated
shares
Price of
the shares
shares
Gross profit
of the shares
or consolidated
financial
financial
instruments
(€ thousand)
No. of
instruments
No. of
instruments
No. equivalent
shares
MR FRANCISCO
JAVIER CAMPO
GARCÍA
Plan 0
MS EVA CASTILLO
SANZ
Plan 0
MR FERNANDO
MARÍA COSTA
DUARTE ULRICH
Plan 0
MS MARÍA VERÓNICA
FISAS VERGÉS
Plan 0
MS CRISTINA
GARMENDIA
MENDIZABAL
Plan 0
MR PETER LÖSCHER Plan 0
MS MARÍA AMPARO
MORALEDA
MARTÍNEZ
Plan 0
MS MARÍA TERESA
SANTERO QUINTILLÁ
Plan 0
MR JOSÉ SERNA
MASIÁ
Plan 0
MS KORO USARRAGA
UNSAIN
Plan 0
MR JOHN S. REED Plan 0

O Observations:

In accordance with the CNMV's instructions for completing this report, the amounts included in the cell "Consolidated financial instruments in the year" correspond:

For the Chairman:

  • The portion in equity of the upfront payment of the variable remuneration scheme with multi-year metrics 2023 (20%), which is due for delivery in 2024.
  • The portion in shares corresponding to the first deferral of the annual bonus plan 2022 (8%), to be paid in 2024.
  • The portion in shares corresponding to the second deferral of the annual bonus plan 2021 (6%), to be paid in 2024.
  • The portion in shares corresponding to the second deferral of the 2019 RVA (12.5%), which is due for delivery in 2024.
  • The portion in shares corresponding to the third deferral of the 2018 RVA (12.5%), which is due for delivery in 2024.
  • The portion in shares corresponding to the first deferral of the 2018 RVP (50%), which is due for delivery in 2024

All shares were valued at the average closing price of CaixaBank shares for the trading sessions between 1 and 31 January 2024, which was €3,904/share. For the CEO:

  • The portion in equity of the upfront payment of the variable remuneration scheme with multi-year metrics 2023 (20%), which is payable in 2024.
  • The portion in shares corresponding to the first deferral of the variable remuneration scheme with multi-year metrics 2022 (8%), to be paid in 2024.
  • The share portion corresponding to the second, fourth and fifth deferrals of the annual bonus plans 2021 (6%), 2019 (6%) and 2018 (6%), respectively, to be paid in 2024.
  • Second delivery of shares of the 1st cycle of the CAIP 2019-2021 (33%), to be paid in 2024.

All shares were valued at the average closing price of CaixaBank shares for the trading sessions between 1 and 31 January 2024, which was €3,904/share.

• The shares corresponding to the fifth and last deferral of the 2015-2018 ILP (12%), due in 2024.

Since the shares have not yet been delivered and therefore the valuation price is not known, the plan grant price of €3,982/share has been used.

Deputy Chairman, for his previous managerial duties:

• The shares corresponding to the fifth and last deferral of the 2015-2018 ILP (12%), due in 2024. Since the shares have not yet been delivered and therefore the valuation price is not known, the plan grant price of €3,982/share has been used.

All shares delivered carry a retention period of one year from delivery.

The total number of shares allocated (both delivered and deferred shares), including 2023, under the variable remuneration plans for Executive Directors, members of the Management Committee and other CaixaBank employees, which are pending delivery, represents 0.16% of the total share capital. Shares are not issued to meet the variable remuneration payment in shares, but are acquired on the market through treasury shares, so that these remuneration plans do not lead to dilution for shareholders.

iii) Long-term saving schemes.

Name Remuneration from consolidation of
rights to savings systems
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE
MR TOMÁS MUNIESA ARANTEGUI
MR GONZALO GORTAZAR ROTAECHE
MR EDUARDO JAVIER SANCHIZ IRAZU
MR JOAQUIN AYUSO GARCÍA
MR FRANCISCO JAVIER CAMPO GARCÍA
MS EVA CASTILLO SANZ
MR FERNANDO MARÍA COSTA DUARTE ULRICH
MS MARÍA VERÓNICA FISAS VERGÉS
MS CRISTINA GARMENDIA MENDIZABAL
MR PETER LÖSCHER
MS MARÍA AMPARO MORALEDA MARTÍNEZ
MS MARÍA TERESA SANTERO QUINTILLÁ
MR JOSÉ SERNA MASIÁ
MS KORO USARRAGA UNSAIN
MR JOHN S. REED

Cumulative amount of funds (thousands of EUR)
Name Savings systems with consolidated economic
rights
economic rights Savings systems with unconsolidated
Financial year 2023 Financial year 2022 Financial year 2023 Contribution by the company in the year (thousands of EUR)
Savings systems with unconsolidated
Savings systems with consolidated economic
economic rights
rights
Financial year 2022
Financial year 2023
Financial year 2022
Financial year 2023
1,329
1,224
540
513
2,822
2,614
Financial year 2022
MR JOSÉ IGNACIO
GOIRIGOLZARRI TELLAECHE
MR TOMÁS MUNIESA
ARANTEGUI
MR GONZALO GORTAZAR
ROTAECHE
3,763 3,213
MR EDUARDO JAVIER
SANCHIZ IRAZU
MR JOAQUIN AYUSO GARCÍA
MR FRANCISCO JAVIER
CAMPO GARCÍA
MS EVA CASTILLO SANZ
MR FERNANDO MARÍA COSTA
DUARTE ULRICH
MS MARÍA VERÓNICA FISAS
VERGÉS
MS CRISTINA GARMENDIA
MENDIZABAL
MR PETER LÖSCHER
MS MARÍA AMPARO
MORALEDA MARTÍNEZ
MS MARÍA TERESA SANTERO
QUINTILLÁ
MR JOSÉ SERNA MASIÁ
MS KORO USARRAGA UNSAIN
MR JOHN S. REED

Notes:

The systems with vested economic rights of the CEO and the Deputy Chairman correspond to their previous management functions and no contribution is made. The increase in accumulated funds is due to the evolution of the market value of these funds.

iv) Details of other items

Name Item Remuneration amount
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE Health Insurance 2
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE Life insurance risk premium 114
MR TOMÁS MUNIESA ARANTEGUI
MR GONZALO GORTAZAR ROTAECHE Health Insurance 5
MR GONZALO GORTAZAR ROTAECHE Life insurance risk premium 84
MR EDUARDO JAVIER SANCHIZ IRAZU
MR JOAQUIN AYUSO GARCÍA
MR FRANCISCO JAVIER CAMPO GARCÍA
MS EVA CASTILLO SANZ
MR FERNANDO MARÍA COSTA DUARTE ULRICH
MS MARÍA VERÓNICA FISAS VERGÉS
MS CRISTINA GARMENDIA MENDIZABAL
MR PETER LÖSCHER
MS MARÍA AMPARO MORALEDA MARTÍNEZ
MS MARÍA TERESA SANTERO QUINTILLÁ
MR JOSÉ SERNA MASIÁ
MS KORO USARRAGA UNSAIN
MR JOHN S. REED

b) Remuneration paid to directors of the listed company for their membership of the governing bodies of its subsidiaries:

i) Remuneration in cash (thousands of €)

Name Fixed
remuneration
Attendanc
e fees
Remuneration
for membership
to Committees
of the Board of
Directors
Salary Variable
remuneratio
n
in the short
term
Variable
remuneratio
n
item
Compensation Other
concepts
Total financial
year
2023
Total financial
year
2022
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE
MR TOMÁS MUNIESA ARANTEGUI 435 435 435
MR GONZALO GORTAZAR ROTAECHE 86 86 60
MR EDUARDO JAVIER SANCHIZ IRAZU
MR JOAQUIN AYUSO GARCÍA
MR FRANCISCO JAVIER CAMPO GARCÍA
MS EVA CASTILLO SANZ
MR FERNANDO MARÍA COSTA DUARTE ULRICH 750 750 750
MS MARÍA VERÓNICA FISAS VERGÉS
MS CRISTINA GARMENDIA MENDIZABAL
MR PETER LÖSCHER
MS MARÍA AMPARO MORALEDA MARTÍNEZ
MS MARÍA TERESA SANTERO QUINTILLÁ
MR JOSÉ SERNA MASIÁ
MS KORO USARRAGA UNSAIN
MR JOHN S. REED

ii) Breakdown of movements of the share-based remuneration systems and gross profit of the consolidated shares or financial instruments.

Plan name Financial instrument at the
beginning
of financial year 2023
Financial instruments
granted during year
2023
Consolidated financial instruments in the financial year Instruments
past due and
not
exercised
Financial instruments at the
end
of financial year 2023
Name No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
/ consolidated
shares
Price of
the shares
shares
Gross profit
of the shares
or
consolidated
financial
financial
instruments
(€ thousand)
No. of
instruments
No. of
instruments
No. equivalent
shares
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
Plan 0.00
MR TOMÁS MUNIESA
ARANTEGUI
Plan 0.00
MR GONZALO
GORTAZAR
ROTAECHE
Plan 0.00
MR EDUARDO
JAVIER SANCHIZ
IRAZU
Plan 0.00
MR JOAQUIN AYUSO
GARCÍA
Plan 0.00
MR FRANCISCO
JAVIER CAMPO
GARCÍA
Plan 0.00
MS EVA CASTILLO
SANZ
Plan 0.00
MR FERNANDO
MARÍA COSTA
DUARTE ULRICH
Plan 0.00

Plan name Financial instrument at the
beginning
of financial year 2023
Financial instruments
granted during year
2023
Consolidated financial instruments in the financial year Instruments
past due and
not
exercised
Financial instruments at the
end
of financial year 2023
Name No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
shares
No. of
instruments
No. equivalent
/ consolidated
shares
Price of
the shares
shares
Gross profit
of the shares
or
consolidated
financial
financial
instruments
(€ thousand)
No. of
instruments
No. of
instruments
No. equivalent
shares
MS MARÍA VERÓNICA
FISAS VERGÉS
Plan 0.00
MS CRISTINA
GARMENDIA
MENDIZABAL
Plan 0.00
MR PETER LÖSCHER Plan 0.00
MS MARÍA AMPARO
MORALEDA
MARTÍNEZ
Plan 0.00
MS MARÍA TERESA
SANTERO QUINTILLÁ
Plan 0.00
MR JOSÉ SERNA
MASIÁ
Plan 0.00
MS KORO USARRAGA
UNSAIN
Plan 0.00
MR JOHN S. REED Plan 0.00

iii) Long-term saving schemes.

Name Remuneration from consolidation of
rights to savings systems
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE
MR TOMÁS MUNIESA ARANTEGUI
MR GONZALO GORTAZAR ROTAECHE
MR EDUARDO JAVIER SANCHIZ IRAZU
MR JOAQUIN AYUSO GARCÍA
MR FRANCISCO JAVIER CAMPO GARCÍA
MS EVA CASTILLO SANZ
MR FERNANDO MARÍA COSTA DUARTE ULRICH
MS MARÍA VERÓNICA FISAS VERGÉS
MS CRISTINA GARMENDIA MENDIZABAL
MR PETER LÖSCHER
MS MARÍA AMPARO MORALEDA MARTÍNEZ
MS MARÍA TERESA SANTERO QUINTILLÁ
MR JOSÉ SERNA MASIÁ
MS KORO USARRAGA UNSAIN
MR JOHN S. REED

Contribution by the company in the year (thousands of EUR) Cumulative amount of funds (thousands of EUR)
Savings systems with consolidated economic
rights
Savings systems with unconsolidated
economic rights
Savings systems with consolidated economic
rights
Savings systems with unconsolidated
economic rights
Name Financial year 2023 Financial year 2022 Financial year 2023 Financial year 2022 Financial year 2023 Financial year 2022 Financial year 2023 Financial year 2022
MR JOSÉ IGNACIO
GOIRIGOLZARRI TELLAECHE
MR TOMÁS MUNIESA
ARANTEGUI
MR GONZALO GORTAZAR
ROTAECHE
MR EDUARDO JAVIER
SANCHIZ IRAZU
MR JOAQUIN AYUSO GARCÍA
MR FRANCISCO JAVIER
CAMPO GARCÍA
MS EVA CASTILLO SANZ
MR FERNANDO MARÍA COSTA
DUARTE ULRICH
MS MARÍA VERÓNICA FISAS
VERGÉS
MS CRISTINA GARMENDIA
MENDIZABAL
MR PETER LÖSCHER
MS MARÍA AMPARO
MORALEDA MARTÍNEZ
MS MARÍA TERESA SANTERO
QUINTILLÁ
MR JOSÉ SERNA MASIÁ
MS KORO USARRAGA UNSAIN
MR JOHN S. REED

iv) Details of other items

Name Item Remuneration amount
MR JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE Item
MR TOMÁS MUNIESA ARANTEGUI Item
MR GONZALO GORTAZAR ROTAECHE Item
MR EDUARDO JAVIER SANCHIZ IRAZU Item
MR JOAQUIN AYUSO GARCÍA Item
MR FRANCISCO JAVIER CAMPO GARCÍA Item
MS EVA CASTILLO SANZ Item
MR FERNANDO MARÍA COSTA DUARTE ULRICH Item
MS MARÍA VERÓNICA FISAS VERGÉS Item
MS CRISTINA GARMENDIA MENDIZABAL Item
MR PETER LÖSCHER Item
MS MARÍA AMPARO MORALEDA MARTÍNEZ Item
MS MARÍA TERESA SANTERO QUINTILLÁ Item
MR JOSÉ SERNA MASIÁ Item
MS KORO USARRAGA UNSAIN Item
MR JOHN S. REED Item

c) Summary of remuneration (in thousands of €):

The summary should include amounts for all remuneration components referred to in this report accrued by the Director, in thousands of euros.

Remuneration accrued in the company
Name Total
Remuneration
in cash
Gross profit
of the shares
or
consolidated
financial
financial
instruments
Remuneration
By
saving
Remuneration
for other
concepts
Total financial
year
2023 company
Total
Remunerati
on
in cash
Gross profit
of the shares
or
consolidated
financial
financial
instruments
Remuneration
By
saving
Remuneration
for other
concepts
Total financial
year
2023 Group
Total financial year
2023
company + group
MR JOSÉ IGNACIO
GOIRIGOLZARRI
TELLAECHE
1,918 231 116 2,265 0 2,265
MR TOMÁS MUNIESA
ARANTEGUI
200 33 233 435 435 668
MR GONZALO GORTAZAR
ROTAECHE
2,702 614 89 3,405 86 86 3,491
MR EDUARDO JAVIER
SANCHIZ IRAZU
287 287 0 287
MR JOAQUIN AYUSO
GARCÍA
179 179 0 179
MR FRANCISCO JAVIER
CAMPO GARCÍA
202 202 0 202
MS EVA CASTILLO SANZ 214 214 0 214
MR FERNANDO MARÍA
COSTA DUARTE ULRICH
179 179 750 750 929

<-- PDF CHUNK SEPARATOR -->

Remuneration accrued in the company
Name Total
Remunerati
on
in cash
Gross profit
of the shares
or consolidated
financial
financial
instruments
Remuneration
By
saving
Remuneration
for other
concepts
Total financial
year
2023 company
Total
Remunerati
on
in cash
Gross profit
of the shares
or consolidated
financial
financial
instruments
Remuneration
By
saving
Remuneration
for other
concepts
Total
financial
year
2023 Group
Total financial year
2023
company + group
MS MARÍA VERÓNICA
FISAS VERGÉS
160 160 0 160
MS CRISTINA GARMENDIA
MENDIZABAL
210 210 0 210
MR PETER LÖSCHER 99 99 0 99
MS MARÍA AMPARO
MORALEDA MARTÍNEZ
234 234 0 234
MS MARÍA TERESA
SANTERO QUINTILLÁ
147 147 0 147
MR JOSÉ SERNA MASIÁ 179 179 0 179
MS KORO USARRAGA
UNSAIN
264 264 0 264
MR JOHN S. REED 45 45 0 45
Total 7,219 878 0 205 8,302 1,271 0 0 0 1,271 9,573

C.2 Indicate the changes over the last five years in the amount and percentage of the remuneration earned by each of the listed company's directors during the year, in the consolidated results of the company, and in the average remuneration on a full-time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listed company.

Total amounts accrued and % annual variation
Financial year
2023
% change
2023/2022
Financial year
2022
% change
2022/2021
Financial year
2021
% change
2021/2020
Financial year
2020
% change
2020/2019
Financial year
2019
Executive Directors
MR JOSÉ IGNACIO
GOIRIGOLZARRI TELLAECHE
2,265 2.58 2,208 38.78 1,591
MR GONZALO GORTAZAR
ROTAECHE
3,491 6.56 3,276 11.09 2,949 26.84 2,325 (24.56) 3,082
External Directors
MR TOMÁS MUNIESA ARANTEGUI 668 (0.30) 670 0.30 668 10.23 606 5.39 575
MR EDUARDO JAVIER SANCHIZ
IRAZU
287 24.78 230 230 5.50 218 10.66 197
MR JOAQUIN AYUSO GARCÍA 179 5.29 170 31.78 129
MR FRANCISCO JAVIER CAMPO
GARCÍA
202 18.82 170 31.78 129
MS EVA CASTILLO SANZ 214 25.88 170 31.78 129
MR FERNANDO MARÍA COSTA
DUARTE ULRICH
929 0.98 920 4.66 879
MS MARÍA VERÓNICA FISAS
VERGÉS
160 (15.79) 190 190 3.83 183 12.96 162
MS CRISTINA GARMENDIA
MENDIZABAL
210 5.00 200 200 18.34 169 177.05 61

Total amounts accrued and % annual variation
Financial year
2023
% change
2023/2022
Financial year
2022
% change
2022/2021
Financial year
2021
% change
2021/2020
Financial year
2020
% change
2020/2019
Financial year
2019
MR PETER LÖSCHER 99
MS MARÍA AMPARO MORALEDA
MARTÍNEZ
234 0.86 232 12.62 206 206 6.19 194
MS MARÍA TERESA SANTERO
QUINTILLÁ
147 5.00 140 30.84 107
MR JOSÉ SERNA MASIÁ 179 5.29 170 4.29 163 16.43 140 140
MS KORO USARRAGA UNSAIN 264 5.60 250 250 8.23 231 17.26 197
MR JOHN S. REED 45 (72.56) 164 164 10.07 149 18.25 126
Consolidated results of the
company
6,924 60.06 4,326 (18.61) 5,315 231.98 1,601 (22.92) 2,077
Average Employee Remuneration 74 8.82 68 6.25 64 8.47 59 (1.67) 60

Notes:

The average remuneration of the staff from 2019 to 2020 was impacted by the effect of the voluntary departures associated with the 2019 layoffs and the incentivised departures in 2020 of older employees, and due to temporary redundancies resulting from the pandemic. The 2020-2021 variation in Mr. Gortazar's accrued remuneration is due to the voluntary renunciation in 2020 of his variable remuneration, both annual and multi-year, as an act of responsibility for the exceptional economic and social situation generated by COVID-19, since his remuneration conditions did not change. The average remuneration of the staff from 2020 to 2021 was also affected by the merger with Bankia and by the voluntary departures of the 2021 layoffs.

With regard to the change in the company's results in 2021, the merger of CaixaBank and Bankia must be taken into account.

For the calculation of the average remuneration of employees from 2021 onwards, wage and salary items have been included, as well as other items included in other personnel expenses (defined contribution to the Pension Plan (savings and risk), health policy, study grants, etc.) without consolidation adjustments or employer's social security contributions. This amount is divided by the average workforce figure for the year, as detailed in the consolidated management report.

The increase in Mr. Goirigolzarri's remuneration from 2021 to 2022 is mainly due to his remuneration in 2022 covering the entire year, while in 2021 it was only received for part of the year.

The variation in Mr. Gortazar's remuneration from 2021 to 2022 is due to the higher accrual of variable remuneration in 2022, which is also the case of Mr. Goirigolzarri. In both cases, the amount of variable target remuneration and annual fixed remuneration has been the same in both financial years.

From 2021 to 2022, the remaining remuneration increases of the rest of directors are due to arrivals in 2021 or changes in delegated committees, where remuneration for belonging to the Board or delegated committees has remained the same between 2021 and 2022.

At the 2023 General Shareholders' Meeting, a 5% increase in the remuneration of the Board of Directors was approved, as well as in the remuneration of the Executive Directors for their executive functions, which explains the increase compared to 2022.

D. OTHER USEFUL INFORMATION

This annual remuneration report has been approved by the company's Board of Directors, in its meeting on:

15/02/2024

State whether any Directors voted against or abstained from voting on the approval of this Report.

  • [ ] Yes
  • [ √ ] No

DECLARACIÓN DE RESPONSABILIDAD SOBRE EL CONTENIDO DEL INFORME FINANCIERO ANUAL DEL GRUPO CAIXABANK CORRESPONDIENTE AL EJERCICIO 2023

Los miembros del Consejo de Administración de CaixaBank, S.A. declaran que, hasta donde alcanza su conocimiento, las cuentas anuales elaboradas con arreglo a los principios de contabilidad aplicables ofrecen la imagen fiel del patrimonio, de la situación financiera y de los resultados de CaixaBank, S.A. y de las empresas comprendidas en la consolidación tomados en su conjunto, y que el informe de gestión incluye un análisis fiel de la evolución y los resultados empresariales y de la posición de CaixaBank, S.A. y de las empresas comprendidas en la consolidación tomadas en su conjunto, junto con la descripción de los principales riesgos e incertidumbres a que se enfrenta.

Las Cuentas Anuales e Informe de Gestión de CAIXABANK, S.A. Y SOCIEDADES QUE COMPONEN EL GRUPO CAIXABANK, correspondientes al ejercicio anual cerrado el 31 de diciembre de 2023 han sido formulados en formato electrónico por el Consejo de Administración de CaixaBank, S.A., en su reunión de 15 de febrero de 2024, siguiendo los requerimientos establecidos en el Reglamento Delegado (UE) 2019/815.

Valencia, a 15 de febrero de 2024

Don José Ignacio Goirigolzarri Tellaeche Presidente

______________________________________

______________________________________

Don Tomás Muniesa Arantegui Vicepresidente

______________________________________

______________________________________ Don Gonzalo Gortázar Rotaeche Consejero Delegado

______________________________________ Don Eduardo Javier Sanchiz Irazu Consejero Coordinador

Don Joaquín Ayuso García Consejero

Don Francisco Javier Campo García Consejero

______________________________________

Doña Eva Castillo Sanz Consejera

Doña María Verónica Fisas Vergés Consejera

_____________________________________

______________________________________

______________________________________

______________________________________

Doña Cristina Garmendia Mendizábal Consejera

______________________________________

______________________________________

Don Peter Löscher Consejero

Doña María Amparo Moraleda Martínez Consejera

______________________________________

______________________________________

Doña Teresa Santero Quintillá Consejera

Don José Serna Masiá Consejero

Doña Koro Usarraga Unsain Consejera

Don Fernando Maria Costa Duarte Ulrich Consejero

______________________________________

Talk to a Data Expert

Have a question? We'll get back to you promptly.