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Shareholders and Investors

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BANKIA’S SHAREHOLDING STRUCTURE UNDERWENT MINOR CHANGES IN 2017 AS A RESULT OF A REVERSE SPLIT AND THE PLACEMENT OF A PACKAGE OF SHARES.

DURING 2017 BANKIA COMPLETED A SHARE CAPITAL REDUCTION TO BOOST RESERVES (IMPROVING THE BANK’S CAPITAL STRUCTURE) AND A REVERSE SPLIT AT A RATIO OF ONE NEW SHARE FOR EVERY FOUR OLD SHARES.

The share price was increased in the same proportion and the total number of the company’s shares was reduced.

In December, BFA sold 7% of its stake in Bankia for 818 million euros, marking another step towards the bank’s privatisation. The sale was carried out through an accelerated book building among qualified investors at a price of 4.06 euros per share.

At year-end 2017, after these transactions, Bankia’s share capital amounted to 2,879 million euros. 38.6% of the shares constituted the free float, while the remaining 60.68% were held by BFA, Bankia’s state-owned parent company.

The number of shareholders at 31 December was down 48,378 compared to one year earlier, at 190,655.

This decrease was due largely to shareholders who held fewer than four shares before the reverse split and the changes in share ownership that took place during 2017 as a result of the refunding of the investment to minority shareholders who bought shares in the IPO.

In the first few days of 2018, the merger of Bankia with BMN was carried out, entailing the delivery of 205.6 million newly issued shares of Bankia to BMN shareholders. As a result, Bankia’s total capital was increased to 3,085 million shares.

Given the current composition of the two entities’ shareholder base, the distribution of shares of the resulting bank will leave the FROB with 60.98% of the capital. Bankia’s current private shareholders hold 36.72% of the capital and BMN’s private shareholders, 2.33%..

Bankia’s main shareholders by investor type % % Share capital post merger exchange % Share capital at 31/12/2017 % Share capital at 31/12/2016 Y-O-Y Change (P.P.) Y-O-Y Change (%)
BFA 60.98% 60.68% 65.90% -5.22 -7.93%
Spanish institutional 6.76% 4.87% 5.28% -0.41% -7.74%
Foreign institutional 23.3% 24.92% 16.81% 8.10 48.19%
Minority interests 8.96% 9.53% 12.00% -2.47% -20.58%
Registered shares 3,084,962,950   2,879,332,136    

GENERAL MEETING OF SHAREHOLDERS

Two General Meetings were held in 2017:

  • The Ordinary General Meeting, which took place in Valencia on 24 March and was attended, in person or by proxy, by shareholders representing 79.80% of the capital, corresponding to 5,508 shareholders.
  • The Extraordinary General Meeting, held in Valencia on 14 September, in which the merger by absorption of BMN was approved. This meeting was attended, in person or by proxy, by shareholders representing 82.49% of the capital, corresponding to 2,699 shareholders.

From the moment the Notice of General Meeting is published, all the information is available to shareholders on the Bankia website and at the General Meeting Service Office.

Shareholders who wish to raise any matter relating to the agenda may do so through the channels of communication placed at their disposal for that purpose, including the Shareholders’ Electronic Forum.

DIVIDEND

The General Meeting of Bankia Shareholders held in Valencia on 24 March approved the payment of a cash dividend of 2.756 euro cents per share out of profit for 2016, 5% more than the amount paid the previous year. The dividend was paid on 31 March in the total amount of 317 million euros, giving a payout ratio of 39.5% with respect to the Bankia Group’s attributable profit for 2016.

This was the third dividend paid since the bank was created and allowed the bank to continue to repay the state aid received, given that the State, as Bankia’s main shareholder, received 211 million euros in dividends.

One of the items on the agenda of the General Meeting to be held on 10 April 2018 (the first General Meeting since the merger with BMN) is a proposal to pay a total dividend of 340 million euros out of profit for 2017, 7% more than was paid the previous year.

AMOUNT ALLOCATED TO DIVIDENDS

In millions of euros

CHANNELS OF COMMUNICATION

Bankia has established various channels of communication to fulfil its promise of maintaining a continuous dialogue with its shareholders:

Corporate website

Through its website the bank complies with the principles of equality and symmetry in access to information. Available in Spanish and English, the website contents are continuously being updated. One of its most practical sections is the Investor’s Calendar, which shows earnings announcement dates and notices of General Meetings, as well as information about conferences, dividend payments and other material events.

During 2017 the corporate website was updated and improved in various ways, including most notably an overhaul of the “Share price” section. The main new features are real-time share price display (with a 15-minute delay), an interactive chart, comparisons with peers and indices, volumes traded, share performance, customisable historical data and an investment calculator.

Shareholder and Investor Information Service newsletter

This free digital publication is emailed to all subscribers periodically. The newsletter is sent quarterly with each results presentation. Also, special editions are issued in connection with important events, such as General Meetings, dividend payments or specific operations.

The newsletter provides information about the bank’s results, financial reports, news, material disclosures, indicators, studies and presentations, events, videos, infographics and other useful links. Nine newsletters were sent during 2017.

Shareholder’s Office

The Shareholder’s Office provides information about the group’s business performance and share price trends and about the benefits of being a Bankia shareholder. In 2017, it answered 1,025 telephone calls (943 the previous year) and 200 email inquiries (90 fewer than in 2016).

During 2017, other channels of communication were also used, including text messages or SMS (99,328 text messages were sent with the quarterly results, compared to 102,674 the previous year), corporate social media, quality surveys and the branches.The Shareholder’s Office provides information about the group’s business performance and share price trends and about the benefits of being a Bankia shareholder. In 2017, it answered 1,025 telephone calls (943 the previous year) and 200 email inquiries (90 fewer than in 2016). During 2017, other channels of communication were also used, including text messages or SMS (99,328 text messages were sent with the quarterly results, compared to 102,674 the previous year), corporate social media, quality surveys and the branches.

INSTITUTIONAL INVESTORS

During the year, the Investor Relations and Ratings Directorate took part in 13 road shows, 15 international conferences, 12 field trips and numerous individual visits, gathering information about the bank’s situation and results, resolving doubts and sharing opinions.

These gatherings were attended by 563 institutional investors (equity and fixed income), analysts, managers and rating agencies from 366 firms from 22 different countries, 84.4% of them international. Bankia also took part as a speaker in five financial conferences addressed to global investors.

MORE INFORMATION, AND NOT JUST FINANCIAL INFORMATION

Following the principles of proactivity and transparency, Bankia keeps its various stakeholders (analysts, investors, management companies, shareholders, rating agencies, bank counterparties, clearing houses, proxy advisors and other institutions and public bodies) constantly informed through periodic communications and meetings.

Apart from the financial content, the bank also provides information on social, environmental and corporate governance matters, which are increasingly demanded by the public. In fact, 51.34% of Bankia’s institutional investors apply responsible investment policies.

BENEFITS FOR SHAREHOLDERS

In 2017 individual shareholders continued to benefit from the “No fees” strategy implemented at the beginning of 2016. Since then they have not been required to have a direct income deposit in order to be exempt from fees. The only requirement is that they hold one thousand or more shares deposited at the bank.

Thus, they are exempted from paying service and maintenance fees on all their demand accounts, on all the usual debit cards, on credit transfers through any channel (Oficina Internet, Oficina Móvil and ATMs) and the paying-in of Spanish cheques.

Shareholders holding one thousand or more shares also benefit from certain advantages, such as special conditions on the Gold and Platinum cards and receipt of a free electronic newsletter.

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