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BANKIA AMENDED THE BOARD OF DIRECTORS REGULATIONS TO INCLUDE THE BMN MERGER MONITORING AND OVERSIGHT COMMITTEE REGULATIONS AND THE DIRECTORS’ OBLIGATION TO HOLD SHARES.

IN MARCH 2017 BANKIA RE-ELECTED SIX MEMBERS OF ITS BOARD OF DIRECTORS FOR A FOUR-YEAR TERM

Two executive (José Ignacio Goirigolzarri and Antonio Ortega) and four independent directors (Jorge Cosmen, José Luis Feito, Fernando Fernández and Álvaro Rengifo, although the latter resigned from his position in October). With this renewal, the Board of Directors continues to have a large majority of independent directors, in line with corporate governance best practice.

In February 2017, the Board of Directors agreed to amend the Board Regulations to include the obligation that Board members have an equity interest in the bank.

The aim is to more closely align the interests of directors with those of the shareholders.

MERGER PROCESS

The bank adopted various decisions in relation to the merger with BMN. In order to ensure total autonomy and independence in its actions, the Board of Directors approved the creation of the Bankia-BMN Merger Monitoring and Oversight Committee.

This Committee, which was dissolved in January 2018 once the legal merger had been completed, was made up of the lead independent director and chairman of the Appointments and Responsible Management Committee, who acted as chairman; the chairman of the Audit and Compliance Committee; the chairman of the Remuneration Committee; and the chairman of the Risk Advisory Committee.

Furthermore, in order to ensure total independence of the Board of Directors to make decisions in the exclusive interest of Bankia, its three executive directors abstained in all deliberations and voting on the merger, given their ties as directors of BFA, Tenedora de Acciones, S.A.U.

COMPLIANCE WITH THE CODE OF GOOD GOVERNANCE

Bankia maintains its commitment to the Code of Good Governance of Listed Companies and compliance with its recommendations. Of the Code’s 64 recommendations, the bank fully complies with the 59 that are applicable to it.

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