Fund for Orderly Bank Restructuring (FROB)

January 2011

1 Table of Contents

1 The FROB: characteristics, objectives and functions p. 3

The restructuring of the Spanish banking system. 2 p. 9

3 Financial structure of the FROB. p. 19

4 Securities issued by the FROB p. 22

Annex I. FROB’s inaugural issue: post-mortem p. 25 Annex II. Conditions for FROB’s support: The p. 28 recapitalization scheme approved by the EC. Annex III. Institutional Protection Schemes (IPS). p. 32 Annex IV. Regulatory appendix. p. 36

2 1. The Fund for Orderly Bank Restructuring (FROB): characteristics, objectives and functions.

3 1. The FROB: Main characteristics

The Fund for Orderly Bank Restructuring (FROB) is a public entity created by Royal Decree 9/2009, of 26 June, concerning bank restructuring and reinforcing the equity of credit entities.

Characteristics of the FROB:

Strict and independent governance: Public control by: Guarantee by the . chaired by and with a Strongly . Parliament Kingdom of Spain, capitalized: majority of the . The Ministry of up to €27.0bn Banco de España and €9,000Mn Economy . with the participation . National Court of the Deposit of Auditors Guarantee Funds (FGD)

4 1. The FROB: Main characteristics Initial allocation of €9,000Mn, €6,750Mn has been contributed by the State Budget and €2,250Mn by the Deposit Guarantee Funds Public control: report submitted to the Ministry of Economy every four months, quarterly parliamentary control and every time there is an FROB action; audits by National Court of Auditors FROB Governance Governing Committee • 5 members from the Banco de España made up of 8 members: - Deputy Governor (Chairman of the Governing Committee). - General Director of Supervision (Deputy Chairman of the Governing Committee) FROB - General Director of Regulation - General Director of Internal Services Banco de - General Secretary (Secretary of the Governing Committee) España • 3 members on behalf of the Deposit Guarantee FGD Funds • A representative (without the right to vote) of the General Comptroller Department of the State Administration (Intervención General de la General Director Administración del Estado) will also sit in on the meetings of the Governing Committee

5 1. The FROB: Objectives and Functions.

Final purpose of the FROB: credit institution equity reinforcement and orderly restructuring of credit entities.

Helping entities which could have difficulties to adapt to the new setting

. Adjusting productive capacity and costs . Increasing efficiency and productivity . Improving management capacity . Reinforcing their resiliency and solvency . Resuming the normal furnishing of credit to companies and households

6 1. The FROB: Objectives and Functions

Supporting entities' integration processes through the temporary injection of capital: . Will be carried out by the underwriting of convertible preference shares once an integration plan has been approved by the Banco de España . This support will be on a temporary basis and will be geared towards improving efficiency and increasing productivity . Entities must repurchase the preference shares within a period of 5 years (can be extended for 2 further years). The FROB has the option of converting preference shares into ordinary shares. Integration

.

Managing the restructuring processes of Spanish credit institutions: . First of all, using their own initiative, entities with weaknesses should find a private solution . As a second option, they can seek the support of Deposit Guarantee Fund (FGD), if the Banco de España approves an action plan with the object of assuring the entity's viability . If it does not choose either of these options, the Banco de España shall appoint the FROB to interim administrator of the entity. A restructuring plan will be drawn up, ending with the merger or transfer - total or partial - of its business Restructuring . The FROB's support in the restructuring process could include financial support measures (guarantees, loans with favorable conditions, subordinate financings, acquisition of assets, capital injections, etc.) and management measures

7 1. The FROB: Objectives and Functions

Supporting entities´ individual recapitalization, in exceptional cases:

. According with the Banco de España assessment, when the entity must reinforce its solvency but an integration process is not necessary.

. It will be carried out using the same instruments, terms and conditions than apply for integration processes, once the recapitalization plan has been approved by the Banco de España. Recapitalization

Thus, the FROB contributes to the resizing and restructuring of the Spanish banking system as a whole, against the backdrop of the international financial crisis, and complements the role of the deposit guarantee funds in crisis resolution at individual entities.

8 2. The restructuring of the Spanish banking system.

9 2. The restructuring of the Spanish banking system

The Spanish banking system has proved a strong relative resistance by virtue of:

. Lack of toxic assets . Retail business model with high level of efficiency . Stringent regulation and supervision: high anti-cyclical provisions, control of off balance sheet operations

Systemic entities have not needed government bail-outs and emerge from the crisis in a stronger position

Certain small and medium-sized entities, especially in the savings bank sector, are facing problems due to:

. The length and depth of the financial crisis and its impact on the real economy. As business adjusted to the new demand conditions, it became clear there was excess capacity, implying the need to adjust the size of the banking sector. . The economic environment had made it more difficult for entities to conduct their business efficiently with various factors putting pressure simultaneously on their income statements: rising defaults, especially in the real estate sector, tightening financing conditions on the wholesale markets with the consequent effect on financing costs and the adjustment in business volume mentioned above.

10 2. The restructuring of the Spanish banking system

Looking to the future and under this adverse scenario for the savings banks in particular, a large-scale transformation of their structure, increasing the average size of the entities or groups and harnessing synergies, was necessary to gain solidity and raise efficiency, as an essential condition in order to enhance not only the savings banks’ competitive position but also their market credibility.

With the last integration plan, involving Banca Cívica and Cajasol, approved at the end of December by the Banco de España, the restructuring of the Spanish savings bank sector is almost complete.

The FROB participates in these merger processes when requested to do so by the entities concerned. Not all of the mergers agreed have requested aid from the FROB.

The main figures of this concentration process are summarized in the next slides.

11 2. The restructuring of the Spanish banking system

The savings bank sector is being restructured through several integration processes, through mergers or Institutional Protection Schemes (IPS), involving 38 of the 45 Spanish savings banks. The restructuring of another institution, Cajasur, taken over by the FROB in May, has culminated on December 31st with the transfer of its whole assets and liabilities to BBK Bank.

In total, 40 savings banks are participating in the restructuring of the sector and only 5 savings banks have not been involved in this process.

12 2. Map of integration processes

MERGER IPS Assets in € Mn

Caja España BANCA CÍVICA C.A. Catalunya C.A. Sabadell Caja Duero Cajasol+Guadalajara C.A. Tarragona C.A. Terrassa Total 46.017 C.A. Navarra C.A. Manresa C.A. Manlleu C.A. Burgos Total 76.649 Total 28.548 C.A. Canarias Total 71.306

C.A. Galicia La Caixa Caixanova C.A. Girona Total 75.549 Total 271.338

BANCO FINANCIERO Caja Madrid BANCO BASE Bancaja CAM C.A. Insular Cajastur+CCM C.A. Laietana Caja Cantabria C.A. Ávila C.A. Extremadura C.A. Segovia Total 125.562 C.A. Rioja Total 334.508 BANCO MARE NOSTRUM BANCO CAJA 3 C.A. Murcia CAI C.A. Penedes C.A. Circulo Unicaja Sa Nostra C.A. Badajoz C.A. Jaen C.A. Granada Total 20.145 Total 34.817 Total 71.026

13 2. The restructuring of the Spanish banking system

FROB aid FROB´s Eight integration Entities involved Type Stage (million) approval processes1 have requested aid from the Approved by Bank of Spain, with FROB aid FROB totaling €11.17 1 Catalunya-Tarragona-Manresa Merger 1,250 25/03/2010 Completed billion. 2 Manlleu-Sabadell-Terrassa Merger 380 25/03/2010 Completed 3 España-Duero Merger 525 25/03/2010 Completed Additional FROB funds 4 Galicia-Caixanova Merger 1,162 29/06/2010 Completed BANCO FINANCIERO 8,697 Mn for €392 million were 5 Madrid-Bancaja-Laietana-Insular IPS 4,465 29/06/2010 Completed granted for the Canarias-Ávila-Segovia-La Rioja restructuring of CajaSur. BANCO MARE NOSTRUM 6 Murcia-Penedés-Sa Nostra- IPS 915 29/06/2010 Completed Granada BANCO BASE Suscribed. New funds could be 7 CAM-Cajastur+CCM-Cantabria- IPS 1,493 29/06/2010 Pending to be injected into those Extremadura disbursed entities that didn’t pass BANCA CÍVICA 2,470 Mn Navarra-Cajasol+Guadalajara- Pending to be the stress tests (€1.2 bn 8 IPS 977 22/12/2010 expected). General Canarias-Municipal de suscribed Burgos

1. Caja Castilla-La Mancha, which was placed under administration by the Bank of Spain pursuant to legislation existing prior to that of the FROB, received €3.78 billion of aid from the Deposit Guarantee Fund and is also participating in an integration process. 14 2. The restructuring of the Spanish banking system

% assets/total Group RWA system The entities that have GRUPO SANTANDER 562.616 32,2 requested FROB’s GRUPO BBVA 290.062 15,4 SIP BANCO FINANCIERO Y DE AHORROS 223.066 9,9 support mean the 25% LACAIXA 162.979 7,9 SIP BANCO BASE 86.534 3,9 of the Spanish banking BANCO POPULAR 92.571 3,8 system in terms of BANCO SABADELL (including GUIPUZCOANO) 65.771 2,7 CATALUNYA CAIXA 51.861 2,3 RWAs. NOVA CAIXA GALICIA 58.516 2,3 SIP BANCA CÍVICA (including CAJASOL) 51.292 2,3 SIP BANCO MARE NOSTRUM 45.858 2,1 BBK (including CAJASUR) 31.296 1,4 BANKINTER 30.659 1,6 CAJA ESPAÑA-DUERO 28.881 1,4 IBERCAJA 25.291 1,3 UNICAJA 21.909 1,0 BANCO PASTOR 18.713 0,9 UNNIO DE CAIXES (UNNIM) 19.703 0,8 KUTXA SAN SEBASTIAN 16.100 0,6 SIP BANCO CAJA 3 14.994 0,6 BANCA MARCH 9.488 0,4 CAJA VITAL 6.652 0,3 CAJA ONTINYENT 688 0,0 CAIXA POLLENSA 183 0,0

15 2. Consequences and impacts of the restructuring

The first steps in the restructuring of the saving banks sector can be considered almost completed:

. Strengthening solvency: €11.6 bn of FROB’s funds are injected into the new €11.6 bn entities and groups.

. Increasing write-downs and provisions that will cover expected losses: €26 bn additional provisions amounting €26 bn have been constituted against equity at the time of integration, by the entities that have received FROB’s support.

18 . Strong concentration increasing the average size of the entities: from 45 st saving saving banks in 2009 to 18 by the December 31 2010. This will entail economic benefits for the resulting entities through lower operating costs, banks access to the wholesale markets, better managerial practices,…

Tackling the problem of the excess of capacity in the sector boosting the -20% . entities eficiency: closure of 20 to 25% of branches and reducing staff by capacity 15%, in average.

16 2. Future steps in the restructuring

Despite the main goals of the restructuring have been achieved and the positive results of the measures adopted till now, new efforts could be considered to finish off the transformation of the savings bank sector contributing to regain markets’ confidence.

In this way, new legal reforms could be carried out to reinforce sector’s solvency and transparency. Two main ways of action could be considered:

. Changes in the saving banks regulation removing obstacles that difficult their access to capital markets.

. Encouraging and easing the entry of private investors into the entities capital increasing transparency and contributing, by this way, to take advantage of market discipline benefits.

17 2. Future steps in the restructuring New measures could include incentives to:

. Speed up the effective separation between financial business and social activities of the saving banks, that will result in a better and independent management.

. Strengthen solvency and capital quality requirements preparing the entities in advance to meet the most stringent international capital standards and future stress tests. New capital should be obtained:

• From private investors in market conditions. • If necessary the FROB could grant temporal support to help entities to raise the funds from private investors. • For the last instance, the FROB could provide the funds directly taking a stake on the entity on a temporary basis.

. Improve the entities assets quality

18 3. Financial structure of the FROB.

19 3. Financial structure of the FROB Initial allocation of €9,000Mn, 75% of which is furnished by State Budget and 25% by the FGD. Debt capacity of €27 bn (3 times its allocation)…and can be increased up to 10 times, €90 bn, with the approval of the Ministry of Economy. … with the explicit, unconditional and irrevocable guarantee of the Kingdom of Spain (guarantee of €27 bn, already granted) Strong position in liquid assets (current account or Public Debt)

Current FROB’s balance sheet

Own funds

8.700 Mn Preference shares

8.697 Mn A back-up credit line of €3 bn Liquid assets and other Other liabilities: 350 Mn (*) was agreed, in July, with a pool of 13 banks, providing Marketable bonds (**) 3.353 Mn additional flexibility for FROB’s 3.000 Mn funding activities. Off balance: Credit line available: 3.000 Mn

*Aid for CajaSur restructuring ** Subject to possible new issuances 20 3. Financial structure of the FROB

Commitments vs. funds available Main conclusions:

• Funds available are sufficient to support the restructuring processes of

Remaining the savings banks: 21 Estate Guarantee 11.6 bn committed vs. 15 bn available

•There are still buffers to support Recapitalizations 3 Credit facility additional processes and FROB’s funding (expected) 1,2 Restructuring of CajaSur 0,4 Marketable capacity remains almost intact. 3 bonds

Integration processes 11,2 •New bonds issuance can be consider to 9 Capital reinforce FROB’s liquidity position.

Total Funding • Financial incomes expected in 2011 committements Capacity amount € 800 Mn €12,8 bn €36 bn

21 4. Securities issued by the FROB: the guarantee of the Kingdom of Spain

22 4. Securities issued by the FROB Simple bonds...

…with the explicit, unconditional and irrevocable guarantee of the Kingdom of Spain… (Current rating: Aa1 (Moody’s); AA (S&P); AA+ (Fitch))

. Equity Requirements for credit risk: 0% RWA (confirmed by the Banco de España)

. Eligible as guarantee assets in ECB monetary policy operations (confirmed by the Banco de España) • Up to 5 years: Haircut: 4.5% • Between 5 and 7 years: Haircut: 5.5%

Trading on the Public Debt Entry Book Market

The Banco de España will act as a payment agent in FROB issues.

Equivalent treatment for tax purposes to that of the Government bonds

23 4. Guarantee of the Kingdom of Spain

Limit of guarantee granted1: €27 bn of principal plus the pertinent ordinary interests (€ 21 bn still available).

Characteristics: Explicit, unconditional, irrevocable and waiving the right of excussion

Guaranteed operations: Marketable securities, loans or credits in euros or other currency with a term no longer than 7 years, formalised prior to 15.12.2016. Payments agent: Banco de España

Clearing in the event of execution: At the EONIA rate for the days elapsed between the maturity date of the guaranteed obligation and the date of payment by the guarantor, provided the execution of the guarantee is requested within the 5 days following the maturity date

Execution procedure: The Banco de España, as the payment agent, and on behalf of the legitimate creditors, will claim, at the General Directorate of the Treasury and Financial Policy, the payment through it of the amount not paid to the holders of the affected securities or loans

Payment by the Government: The General Directorate of the Treasury and Financial Policy is authorised by Royal Decree 9/2009 to carry out the payments arising from the execution of the guarantee, immediately and with no need for further budget-related steps.

1 From 01.01.2010 onwards can be increased up to 10 times, €90,000 Mn, with the approval of the Ministry of Economy.

24 Annex I. FROB inaugural issue: post-mortem

25 Annex I. FROB inaugural issue: post-mortem

Issuer: Fondo de Reestructuración Ordenada Bancaria (FROB) Amount: €3,000,000,000 Face value 50.000 € Issue rating: Aaa (Moody´s) / AA+ (S&P) / AAA (Fitch) * Type: Simple bonds. Single repayment on maturity (bullet). Fixed interest rate. Range: Senior, guaranteed Guarantor: Kingdom of Spain Term: 5 years Settlement date: 19th November 2009 Maturity date 19th November 2014 Coupon: 3,00% annual (Act/act) Re-offer price: 99,881% Re-offer spread: MS+25 bps Madrid. Mercado de Deuda Pública en Anotaciones( Entry Book Public Debt Listing: Market) (governing body: Bank of Spain) Representation of bonds: By book entry Registration: Iberclear Payments Agent: BANK OF SPAIN Lead managers: Barclays Capital, BBVA, Calyon, Deutsche Bank, HSBC

* At the time of issuance. Current ratings are: Aa1; AA; AA+ 26 Annex I. FROB inaugural issue: post-mortem

Summary of Placement

By region By investor type

Pension Funds Others Others 2% 9% 5% Scandinavia Spain Agency 5% 30% 6% Fund Managers Insurance Middle East & Asia 37% 11% 9%

Sw itzerland 9% Central Banks 11%

UK Germany 11% 15% Banks France 28% 12%

27 Annex II. Conditions for FROB’s support: The recapitalization scheme approved by the European Commission.

28 Annex II. The recapitalization scheme approved by the European Commission

On January 28th 2010, the European Commission (EC) approved the Spanish recapitalization scheme for banks aimed at enhancing the strength and solvency of credit institutions (State Aid N-28/2010). This scheme has been in force till December 31st.

The scheme laid down the terms and conditions for FROB´s support to integration and recapitalization procedures and established the commitments that aid beneficiaries had to assume in order to avoid competition distortions. As a consequence, the processes that met these conditions didn´t need specific approval by the EC.

29 Annex II. The recapitalization scheme approved by the European Commission Main characteristics and conditions of FROB´s support under the scheme (either integration or recapitalization processes):

Support amount was capped: 2% of beneficiary RWA (could be exceeded when justified) or till the maximum amount necessary to reach a Tier 1 ratio of 8% taking into account potential losses.

Support measures took the form of purchase of convertible preference shares, qualifying as Tier 1 capital, which must be bought back within five years (extendable to a total of seven years)

The remuneration of the preference shares has to be equal to the minimum of: a) 7.75% annual yield; or b) 5Y Treasury bonds issued by the Kingdom of Spain plus 500 bp. An additional 15 bp will be added annually as a step-up clause until the fifth year. In the case, the step-up clause will be increased till 100 bp per year for the sixth and seventh years.

FROB’s option to convert, in market conditions, into ordinary shares or cuotas participativas with voting rights.

30 Annex II. The recapitalization scheme approved by the European Commission

Beneficiary’s commitments to avoid competition distortion:

. To refrain from non-organic growth

. Not to use the fact that they benefit from FROB’s support for advertising or marketing purposes or carry out aggressive commercial strategies

. To accommodate the remuneration of senior management to the applicable Union rules and to the criteria laid down in the Commission Recommendations

. To cap dividend payment or, in the case of savings banks, to limit distribution to "obra benefico-social" up to 30% of annual profits.

Additional safeguards apply in the case of receiving FROB’s support in excess of 2% RWA.

31 Annex III. Institutional Protection Schemes (IPS): Characteristics and functions.

32 Annex III. Institutional Protection Schemes (IPS): Characteristics and functions. Institutional Protection Scheme (IPS). What’s that?

. Economic integration between two or more entities based on a contractual arrangement. A central common institution is usually created (a credit institution with the status of a bank) which is charged with determining essential management aspects.

.The mergers and IPSs are essentially the same as far as the relevant end-effects are concerned, because of the following:

• the attribution to the central institution of the power to define the principal policies, strategies and risk management: the central institution controls the group; •the high degree of commitment between participants to support each other in terms of solvency and liquidity. The degree of pooling of solvency must be at least 40 % but, in fact, reaches 100% in the agreements which have been drawn up; • the participants have to mutualise a high percentage of the profit from their activity, at least 40% but here again the this level reaches 100% in the most of the cases. • the obligation to remain in the institutional protection system for at least 10 years and the need of the previous approval of the Bank of Spain as a condition to leave the IPS

. Entities involved maintain a formal separate legal status and are shareholders of the SIP

33 Annex III. Institutional Protection Schemes (IPS): Characteristics and functions. Institutional Protection Scheme (IPS). Main steps

Integration: Integration Project Preparation & Integration Formalisation

June 30th 3-5 months December December 31st

- Board of Directors´ - Ratify Contract and - General Assemblies approvals - Preliminary - Bank of Spain - Execution approval Integration project by - FROB approval negotiations approval Board of Directors - Signature of the - FROB's approval - Inscription of the New Bank in Integration Protocol - FROB funds request - European the mercantile and the BofS - Communications to - Viability plan Commission register CNC, CNMV & delivered to BofS approval - Regional govs. approval regional gov. - Goverment bodies of the new - Accounting - New banking Consolidation - General Assemblies license request bank Calls - New Bank General Meeting

- Deliver draft of Contract and - Disbursement Integration of FROB's funds Project to BofS

34 Annex III. Institutional Protection Schemes (IPS): Characteristics and functions. Institutional Protection Scheme (IPS). Central body main functions

General .Financial Management (ALM, Strategy, Planning, etc.) .Treasury and Capital Markets (Treasury, Funding, etc) Policies .Risk Policies and management: credit risk, market risk, liquidity and interest rate risk, operational risk

.Retail Business strategy .Retail Banking branches located outside respective core regional markets Business .Wholesale and Corporate Banking .Non-banking financial business (Wealth, Insurance, Brokerage) .Equity Investments Management

.Operations (back-office), Accounting, Administration, Purchases .Audit, Compliance, Legal, Tax Services .Technology and Information Systems .Research, Product Factory

35 Annex IV. Regulatory appendix

.Royal Decree 9/2009, of 26 June, on bank restructuring and reinforcing of equity of credit entities, which creates the Fund for Ordered Bank Restructuring (FROB)

.Order of the Ministry of Economy and the Treasury, hereby granting a guarantee for the Government as a guarantee for the economic obligations which could be demanded of the Fund for Ordered Bank Restructuring (the Guarantee Order)

.Order of the Ministry of Economy and the Treasury, amending the Guarantee Order and extending the deadline to arrange the transactions secured by the guarantee of the State till Dec. 2016.

.Order of the Ministry of the Economy and the Treasury whereby, pursuant to the stipulations of section 1 of the single last provision of Royal Decree 505/1987, of 3 April, the regime of Public Debt securities represented using the entry book system is extended to the securities issued by the Fund for Ordered Bank Restructuring in accordance with Royal Decree 9/2009 (Pending)

.Decision of the Bank of Spain regarding the treatment of the regulation for the equity of credit entities as regards the holding of securities issued by the FROB (RWA: 0%)

.Decision of the Bank of Spain regarding the treatment of the securities issued by the FROB as guarantee for the monetary policy operations of the European Central Bank (Haircut: 4.5%)

36 Further and detailed information can be consulted on the website of the Fund for Orderly Bank Restructuring (FROB):

www.frob.es

37 Disclaimer

This document and its contents are set out for illustrative purposes only having the information contained herein merely the character of an example and do not constitute an offer, invitation or solicitation to purchase or subscribe to any securities or other instruments, or to undertake or divest investments. Neither shall this document nor its contents form the basis of any contract, commitment or decision of any kind and shall not be deemed to be considered in any case as an investment advice nor a recommendation to enter into any transaction. This document and the information, opinions, estimates and recommendations expressed herein, have been prepared by Fund for Orderly Bank Restructuring . (hereinafter called “FROB”) as indicative to provide its customers with general information as of its date and are subject to changes without prior notice, FROB is not liable for giving notice of such changes or for updating the contents hereof.

The contents of this document is based upon information available to the public that has been obtained from sources considered, in general, to be reliable. However, such information has not been independently verified by FROB and therefore no warranty, either express or implicit, is given regarding its accuracy, integrity or correctness. FROB accepts no liability of any type for any direct or indirect losses arising from the use of the document or its contents. Terms, prices and figures are for information purposes only and not binding and are subject to changes without prior notice, FROB and its clients shall not be bound until they have both agreed to enter into a transaction and have agreed to its material terms. The past performance of securities or instruments or the historical results of investments do not guarantee future performance. The market prices of securities or instruments or the results of investments could fluctuate against the interests of investors.

You acknowledge that the products to which this document refers may not be appropriate for you due to your specific investment goals, financial positions or risk profiles, as these have not been taken into account to prepare this document. Therefore, before entering into a transaction, you should independently evaluate the financial, market, legal, regulatory, credit, tax and accounting risks and consequences involved and should not rely on FROB for this.

FROB shall not assume any liability nor responsibility of any kind for any cost or direct or indirect losses arising from the use of this document or its contents. No part of this report may be copied, conveyed, distributed or furnished to any person or entity in any country (or persons or entities in the same) in which its distribution is prohibited by law, Failure to comply with these restrictions may breach the laws of the relevant jurisdiction. No part of this report may be copied, conveyed or distributed into the United States of America or furnished to any person or entity in the United States or any US person, The failure to comply with these restrictions may breach the laws of the US.

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