BASE PROSPECTUS Criteria Caixa, S.A., Sociedad Unipersonal (incorporated as a public limited company) €2,000,000,000 Euro Medium Term Note Programme This base prospectus (the Base Prospectus) has been approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores the CNMV), as the competent authority for the purpose of Regulation (EU) 2017/1129 of the European Parliament and of the Council of the European Union of 14 June 2017 (as amended, the Prospectus Regulation), as a base prospectus in accordance with the requirements provided under the European Union (EU) and Spanish law pursuant to the Prospectus Regulation with regard to the issue by Criteria Caixa, S.A., Sociedad Unipersonal (the Issuer, Criteria or CriteriaCaixa), a public limited company (sociedad anónima), of notes (the Notes) under the Euro Medium Term Note Programme (the Programme) described in this Base Prospectus during the period of twelve months after the date hereof. The CNMV has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. This Base Prospectus is valid for a period of twelve months from the date of approval. An application will be made for the Notes to be admitted to trading on the Spanish AIAF Fixed Income Securities Market (AIAF). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information applicable to each issue of Notes will be set out in a final terms document (the Final Terms) which will be filed with the CNMV. For the purpose of Article 21 of the Prospectus Regulation, this Base Prospectus and any Final Terms issued under the Programme will be published on the website of the CNMV (www.cnmv.es) and on the Issuer’s website (www.criteriacaixa.com). Unless specifically incorporated by reference in this Base Prospectus, information contained in these websites or in any websites mentioned throughout this Base Prospectus does not form part of this Base Prospectus and has not been examined or approved by the CNMV. This Base Prospectus is only addressed to, and directed at, persons who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation. In addition, in the United Kingdom, this Base Prospectus may be distributed to, and directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order); (ii) high net worth companies, unincorporated associations and other bodies within the categories described in Article 49(2) of the Order; and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together, relevant persons). Therefore, this Base Prospectus must not be acted on or relied upon (i) in any member state of the European Economic Area (EEA), by persons who are not qualified investors, and (ii) in the United Kingdom (UK), by persons who are not qualified investors or relevant persons. The Notes will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exception from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable securities laws of any state of the United States. Under the Programme, the Issuer may from time to time issue Notes denominated in any currency or currencies, subject to compliance with all applicable legal and/or regulatory requirements. No Notes may be issued under the Programme with a denomination of less than €100,000 (or the equivalent amount in another currency). The aggregate principal amount of Notes outstanding under this Programme will not at any time exceed €2,000,000,000 or its equivalent in any other specified currency. CriteriaCaixa’s Board of Directors approved on 20 May 2021 the update of the existing programme or the establishment of new programmes for a maximum aggregate principal amount of €2,000,000,000 on the basis of the authorisation granted by a decision of the sole shareholder of the Issuer taken on 20 May 2021. As at the date of this Base Prospectus, CriteriaCaixa has not carried out any issue of Notes under such authorisations. The Notes will be issued in uncertificated, dematerialised book-entry form (anotaciones en cuenta) and will be registered with the Spanish Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A., Sociedad Unipersonal (Iberclear) as managing entity of the central registry of the Spanish clearance and settlement system (the Spanish Central Registry) or the entity which will be specified in the Final Terms. Consequently, no global certificates will be issued in respect of the Notes. Clearing and settlement relating to the Notes, as well as payment of interest and redemption of principal amounts, will be performed within Iberclear’s (or the entity which will be specified in the Final Terms) account-based system. At the date of this Base Prospectus, the Issuer has been rated BBB+ (negative outlook) as long-term debt issuer and F1 as short-term debt issuer by Fitch Ratings Ireland Limited (Fitch) and Baa2 (stable outlook) as long-term debt issuer by Moody’s Deutschland GmbH (Moody’s). As of the date of this Base Prospectus, Fitch and Moody’s are established in the EU and are registered under the Regulation (EC) No 1060/2009 on credit rating agencies (the EU CRA Regulation). As such Fitch and Moody’s are included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified- CRAs) in accordance with the EU CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed under “Risk Factors” below. This Base Prospectus will be valid for twelve months after its registration in the official registers of the CNMV provided, when applicable, it is duly supplemented in accordance with Article 23 of the Prospectus Regulation. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement to this Base Prospectus. Once this Base Prospectus is no longer valid, the Issuer will have no obligation to supplement this Base Prospectus in case of significant new factors, material mistakes or material inaccuracies. Arranger Morgan Stanley Dealers Barclays BNP PARIBAS BofA Securities CaixaBank Citigroup Crédit Agricole CIB Deutsche Bank Goldman Sachs Bank Europe SE HSBC IMI- Intesa Sanpaolo ING J.P. Morgan Mediobanca Morgan Stanley Natixis Santander Société Générale Corporate & UniCredit Investment Banking The date of this Base Prospectus is 29 June 2021. 2/129 IMPORTANT NOTICES This Base Prospectus comprises a base prospectus for the purposes of the Prospectus Regulation. This Base Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this Base Prospectus or any Final Terms, nor the offering, sale or delivery of any Notes shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Base Prospectus must be read and construed together with any supplements hereto and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. The only persons authorised to use this Base Prospectus in connection with an offer of Notes shall be Morgan Stanley Europe SE (the Arranger), Banco Santander, S.A., Barclays Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, CaixaBank, S.A. (CaixaBank), Citigroup Global Markets Europe AG, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, Goldman Sachs Bank Europe SE, HSBC Continental Europe, ING Bank N.V., Intesa Sanpaolo S.p.A., J.P. Morgan AG, Mediobanca – Banca di Credito Finanziario S.p.A., Morgan Stanley Europe SE, Natixis, Société Générale, and UniCredit Bank AG, as well as any other Dealer appointed in accordance with the Dealer Agreement as a new Dealer in respect of the Programme (in which event a supplement to this Base Prospectus will be published) (together with the Arranger, the Dealers).