Caja , Bancaja, La Caja de Canarias, Caja de Ávila, Caixa Laietana, Caja Segovia and Caja Rioja constitute the IPS , which celebrates its first Board of Directors

 The 21 advisers that form the Board of Directors of the new society, and proposed by the savings , have been gathered today in Valencia to put the IPS into operation following the constitution of the bank signed by the Presidents.

 The new company will begin to operate from January 2011, just as the seven savings banks promised seven months ago in their General Assemblies when they approved the Integration Contract, and once the necessary authorisations from Autonomous Communities and other organisations had been obtained.

 The IPS becomes the leading organisation in retail and companies banking in the national market in terms of turnover, and the third Spanish financial institution with assets of some 340,000 million euros.

3-12-2010. Caja Madrid's Chairman, Bancaja, La Caja de Canarias, Caja de Ávila, Caixa Laietana, Caja Segovia and Caja Rioja have met today in Valencia to constitute the Parent Company of the IPS, Financial and , S.A. In virtue of which, and in accordance with a defined calendar, they will pool 100% of their results, will integrate parts of their businesses, and will establish a system of overall treasury that allows them to improve access to markets, to strengthen solvency and to create value to give a greater service to individuals and companies. From a functional point of view, operational integration will be undertaken, and

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technological and business policies and strategies will be centralised, preserving the legal entity of the companies, governing bodies, the brands and the management of the banking business retailer, in their home territories and the Obra Social (Fund for Social Projects).

The 21 members of the Board of Directors of the IPS put forward and designated by the seven organisations today, have met following the constitution of the bank, in order to appoint the President, Rodrigo de Rato Figaredo, the Deputy President, José Luis Olivas Martínez, and the General Secretary and of the Board, Miguel Crepo Rodriguez. They have also delegated the President’s executive faculties and the Vicepresident’s Investee and Audit executive faculties, approved other documents related to the operation of the Bank and have designated seven members to the managerial frontline.

The Board has approved Matías Amat Roca’s appointment as a Managing Director of Investees, Aurelio Izquierdo Gómez as Managing Director of Business, Ildefonso Sánchez Barcoj as Risk Financial Managing Director and Pedro Vázquez Fernández as a Managing Director of Media. In addition, Luis Maldonado García-Pertierra has been appointed as Director of the Office of the Presidency, Corporate Strategy and Development, and Miguel Ángel Soria Navarro, as Audit Director.

The General Committee of the Bank has today approved the capital increase and the issuing of common stocks, as a loan to the non-money contribution of pooling rights, as well as the issuing of preferred stocks that will allow the subscription of the 4,465 million euros requested for the Orderly Bank Restructuring Fund (FROB) and approved by the Bank of Spain.

In the General Committee of the Bank, savings banks have a level of rights that correspond to the amount they have invested in the capital, that, on the basis of their individual assessment, is of 52.06% for Caja Madrid, 37.70% for Bancaja, 2.45% for La Caja de Canarias, 2.33% for Caja de Ávila, 2.11% for Caixa Laietana, 2.01% for

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Caja Segovia and 1.34% for Caja Rioja. The adoption of certain agreements of special importance, require reinforced majorities (75% or 93% of the total vote rights).

Brands Savings banks will maintain their own brands in their territories of influence, specified as the following: Caja Madrid ( and Community of Castile-La Mancha); Bancaja (Valencian Community and Balearic Islands); La Caja de Canarias (Canary Islands); Caja de Ávila (the Province of Ávila); Caixa Laietana (the Provinces of Girona and Barcelona, except the municipality of Barcelona); Caja Segovia (the Province of Segovia); and Caja Rioja (the Community of La Rioja). Equally, Caja de Ávila will have the responsibility of managing Salamanca and Caja Segovia of Valladolid. Furthermore, in the municipality of Barcelona, Caja Madrid, Bancaja and Caixa Laietana will maintain the ownership of their respective office networks. In the rest of the territories, the Group will operate with a common brand, which is being worked on at present.

The Savings Banks will continue to contribute to economic growth and to the promotion of the business activity and the Obra Social (Fund for Social Projects), particularly in its traditional territories. The organizations involved in this process, who become shareholders of the new society, want to maintain the natural beginnings of the savings bank and for this reason, have committed to promoting the activities of the Obra Social, directing them to society’s needs at all times.

Synergies The Group, which will have its head office and investee companies centre in Valencia and its operational headquarters in Madrid, hopes to obtain synergies and increased savings each financial year, reaching an annual mark of 500 million euros from 2013.

The technical teams of the savings banks immersed in the project have worked in nine working groups over the last few months (Financial and Accounting; Tax Law; Human Resources; Retail Banking and Business Development; Risk; Technology and Operations; Cash Management and Markets; Investees; and Communication). This is

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so as to define the model of operation that each area will have within the new Company, as well as the model to guarantee the operation of activities during the period of technological integration of all the savings banks.

To achieve these objectives relating to the integration of the IPS, and to comply with the commitments acquired by FROB, the Group will make an effort to improve efficiency, consisting of a cost-saving policy in central services close to 10%. In addition, it will study efficiency ratios of different offices, considering figures of close of 12%, which implies necessary labour adjustments, so that the figure can get closer to 14% - a lower figure than other similar processes -, and will predominantly be carried out through pre- retirement schemes over the next two years. To seek a greater consensus, savings banks signed an Employment Guarantee Agreement with representatives of the Negotiating Committee's workers on the 10 September. With this, they are working to guarantee a balance of interests between all stakeholders involved. With the constitution of the Bank, the IPS initiates a great challenge that places it in a relevant position in terms of the National and European financial outlook.

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ANNEXE I: IPS Managerial Frontline Members IPS

Matías Amat Roca. Investee Managing Director Graduate in Economics from the University of Barcelona. At present, he is the Business Managing Director of Caja Madrid and Corporación Financiera Caja Madrid's Chief Executive. In Caja Madrid, he has occupied the position of Financial Managing Director. In addition, he is an adviser in various societies on behalf of Grupo Caja Madrid. He also worked at , where he was Managing Director in Mexico. He was also Chief Executive of S.G. Warburg in Spain.

Aurelio Izquierdo Gómez. Managing Director of Business Graduate in Economics and Business Studies, Chartered Accountant and member of the Record of Economists Auditors of Accounts. At present, he occupies the position of General Director of Bancaja. He was previously Director of the Financial Area, with responsibility in the Areas of Treasury and Market Capital, International Banking, Corporate Banking, Investments and Investee Companies, Management and Audit Control. Equally, he is adviser in various societies on behalf of Group Bancaja, and prior to his incorporation into Group Bancaja he carried out part of his professional activity in Group Bank Bilbao Vizcaya and in Arthur Andersen.

Ildefonso Sánchez Barcoj. Financial and Risk Managing Director Graduate in Economics from the Complutense University of Madrid and Master in Business Administration (MBA), from the University of Houston (Texas). He is currently Financial Managing Director Financial of Media in Caja Madrid. He had previously carried out the positions of Media Director, Audit Director and Director of Retail Banking in Caja Madrid, as well as Altae Banco's Managing Director (Grupo Caja Madrid). He is also adviser in various societies on behalf of Grupo Caja Madrid.

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Pedro Vázquez Fernández. Media Managing Director Graduate in Economics and Business Studies from the Autonomous University of Madrid. He is also a Chartered Accountant. He currently occupies the position of General Director and Group Operations Director of Group Bancaja. He has previously carried out the role of Marketing and Technical Director of Resource Management in Bancaja. Before this he exercised the position of Financial Director at Arthur Andersen and Co, and also Avidesa/Luis Suñer, S.A.

Miguel Crespo Rodríguez. General Secretary and of the Board Prosecutor. At present, he occupies the position of General Secretary of the Board of Directors of Caja Madrid, Secretary of the Boards of Directors of Corporación Financiera Caja Madrid, S.A., Altae Banco, S.A. and Secretary of the Board of Trustees of the Fundación Caja Madrid. Up until his incorporation into Caja Madrid, he occupied the position of General Secretary and member of the Board of Directors of ING Direct, Spain. He has been adviser to the societies of Crédito y Caución S.A. and the State Company of Industrial Shares (SEPI).

Luis Maldonado García-Pertierra. Director of the Presidency, Strategy and Corporate Development Office Graduate in Law, Economics and Business Studies by the Comillas Pontifical University (ICADE), Commercial and Economist Technician of the State and in possession of a postgraduate degree in Business Administration from Georgetown University (Washington, DC). He currently occupies the position of Director of Caja Madrid's Presidential Office. Prior to his incorporation in Grupo Caja Madrid, he was Director of Strategic Consultancy at PricewaterhouseCoopers Financial Sector. Similarly, he also worked at the International Monetary Fund.

Miguel Ángel Soria Navarro. Audit Director Graduate in Economics and Business Studies from the University of Navarra, he possesses a Masters degree in Company Law from the same university. Since 2007,

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he has occupied the position of Financial Director of Bancaja, with maximum responsibility in the areas of Intervention and Control, Cash Management and Capital Market, Overall Management of Risk, Fiscal and Development Consultancy Corporate. In addition, he is also a member of the Board of Directors of Bancaja Management of Assets and Bancaja Investments. From 1997, and up until his incorporation in Bancaja in 2004, he was a professional in the area of financial audit at Arthur Andersen and in the development of internal audit and organizational and financial consultancy of different sectors. He is also a member of the Official Registry of Account Auditors.

ANNEXE 2nd: Independent IPS Consultants

Juan Llopart Pérez. Graduate in Law and Economics. He is an adviser to Group Zeta and President of its Executive Committee. Adviser to Seeliger and Conde International, S.L, Productions Quartz, S.L., NH Hoteles S.A., SOS Food Corporation, S.A., INDUKERN, S.A., CIRSA Business Corporation, S.A. He has also been adviser, and has held positions in various financial institutions such as a Banca Jover, , Caixabank, the European Bank, Banco Herrero, Banco and the Mortgage Corporation Head office.

José Manuel Serra Peris. Prosecutor. He is also member of the Board of Directors ENCE, S.A., Corporación Financiera Alba, S.A. and Natraceutical, S.A., , L.A.E., S.A. and Martinsa. He has also been member of the Boards of Directors of the State Company of Industrial Shares (SEPI), and of the State Company of Patrimonial Shares (SEPPA). He has also been member of the Board of Directors and of the Executive Committee of ENDESA, as well as RED ELECTRICA DE ESPAÑA, S.A., and Uralita, S.A.

ANNEXE III: ISP Timeline (June-December 2010)

28 May 2010 Conversations between Caja Madrid, La Caja de Canarias, Caja de Ávila, Caixa Laietana, Caja Segovia and Caja Rioja to constitute a IPS are announced. 10 June 2010 Start of the agreement with Bancaja and with the other five companies that will form the IPS.

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14 June 2010 The Executive Boards of the seven savings banks approve the Integration Protocol for an ISP. 15 June 2010 The Presidents of the savings banks sign the CECA Integration Protocol. 29 July 2010 The Executive Boards of the Savings Banks approve the Integration Contract 2 September 2010 The first work meeting of the IPS Negotiating Committee 10 September 2010 Signature of the Employment Guarantee Agreement with the workers’ representatives 14 September 2010 The Assemblies of member savings banks of the IPS approve the Integration Contract. 21 September 2010 The constitution of 9 working groups of all the Savings Banks to draw up the Intergration Plan 7 October 2010 The Savings Banks present the Labour Agreement proposal at the Labour Executive 8-9 October and 28-29 of Foreign investors are presented to the ISP October

15 November 2010 The Extranet begins to work, a common Intranet for professionals of the savings banks that integrate the IPS. 16 November 2010 The Government of Catalonia authorises the participation of Caixa Laietana in the IPS 18 November 2010 The National Commission for Competition authorises the absorption of the savings banks in the IPS 2 December 2010  Savings banks put forward their consultants to form part of the Parent company.  The Autonomous Communities of Madrid and Castile-Leon authorise the integration of Caja Madrid, Caja de Ávila and Caja Segovia, respectively, in the IPS, with which the authorisations to constitute the society are complemented – 3 December 2010

3 December 2010 Formal constitution of the bank as a Parent Company of the IPS, which involves:

 Written formalisation  Approval of the statutes  Establishment of share capital  Mercantile record.  First meeting of the Board of Directors of the new Bank, with advisers proposed by the Savings Banks.  Announcement of the frontline directive.  Approval of the sending of preferential investees for their subscription by the FROB December 2010 Closure of internal integration processes

1 January 2011 Commencement of new activity and the countable consolidation of the new Group. The new Bank will initiate its activity January 2011 The Bank’s corporate website will begin to function

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