On 25 May, it was reported that Bankia SA had negotiated a further state guarantee, marking another rise in the cost of a drawn-out rescue. Bankia also revised its earnings statement for 2011, stating that instead of a profit of €309 million, it had in fact lost €4.3 billion before taxes, and asked for 1.4 billion fiscal credit to reduce its loss. The New York Times described the increasing bailout as making Spain one of the new focal points of the European sovereign-debt crisis. In response to growing concerns, Standard & Poor’s downgraded its rating of Bankia’s creditworthiness to BB+, making it a junk bond. Once the annual accounts have been approved, the general meeting will resolve regarding allocation of results for the financial year. The average term for payment to suppliers of the Company will be published on the Company’s website.

The assets were transferred to SAREB for a net carrying amount of €27,579.2 million, €19,467 million of which related to assets belonging to Bankia and €8,112.2 million to assets belonging to BMN. Furthermore, on 27 and 28 November 2012 the Bank of Spain and the EC approved the Restructuring Plan, which envisaged an additional capital injection of €13,459 million. On the same day, in order to continue the process of strengthening Bankia’s regulatory capital, BFA and Bankia entered into an agreement for a subordinated loan of €4,500 million to implement the contribution of capital by BFA to Bankia (the “Subordinated Loan Agreement”).

Bankia valued at €3.8B in all-share merger deal with CaixaBank

The overall result has been that the balance sheets of both central banks have, in just one quarter, expanded significantly (+23% for the ECB and +35% for the Fed). It should be noted that on 15 September 2020 Bankia received authorisation from the Governing Council of the European Central Bank to make a material change to the probability of default parameters it uses in its model for calculating credit risk capital requirements on its retail mortgage business, following a request it made in October 2018. The authorisation means that Bankia will be able to apply the above material change in the third quarter of the 2020 financial year along with the loss given default and credit conversion factor parameters 20 aud to sek exchange rate to Bankia’s entire retail mortgage portfolio, with the exception of those positions that were created by BMN before its merger with the Bankia group. Bankia believes that this will reduce risk-weighted assets by around €5970 million. It also hopes that once all relevant requirements have been met it will be able, in the final quarter of this financial year, to extend application of the same parameters to its portfolio of retail mortgages created by BMN, saving an estimated €2280 million in RWAs. The authorisation will therefore allow Bankia to reduce its RWAs by around €8250 million, with a 160 bp positive impact on its fully-loaded CET1 ratio improving the second quarter’s closing ratio (13.27%).

On 27 January 2016, the Spanish Supreme Court ordered Bankia to reimburse two small investors for misleading them during its 2011 IPO. The court said that the prospectus for its public stock offering had contained “serious inaccuracies”. The bank is aware of lawsuit claims totalling €819 million and has set aside €1.84 billion in provisions for claims. On 17 February 2016, the bank announced it would fully compensate minority shareholders who participated in the IPO in exchange for returning their shares to the bank. They will receive 100% of their investment plus 1% compensatory interest per annum. On 7 July 2015, Bankia paid the first dividend in its history €0,0176 per share.

Alantra strengthens its asset management business with the acquisition of an additional 24.5% stake in Access Capital Partners

Qualified as a State Trade Expert and Economist and former ambassador of the Kingdom of Spain, at present he is a member of the Economic and Financial Policy Commission of the CEOE business confederation and a trustee of Fundación Carlos III. He has been chairman and CEO of the Instituto de Estudios Económicos and an independent director of Red Eléctrica Corporación. Before joining Bankia he held various management positions in BBVA, where he served as general director of Risks and member of the Management Committee, head of the Office of the chairman and of the Division of Strategy and Finance for the Americas in BBVA. He is a director of Asociación para el Progreso de la Dirección .

To cover the risk arising from claims and proceedings, as well as other legal, regulatory and tax risks, as at 30 June 2020 the Group had made balance sheet provisions of €188 million, representing 12.9% of all provisions recorded in the Group’s assets as at that date. The liquidation share will be paid, in whole or in part, in assets or rights originally contributed by each shareholder, on the terms established by the general meeting. The general meeting may resolve that the dividend will be fully or partially paid in kind, provided that the assets or securities distributed are uniform and are not distributed at a value less than that appearing on the balance sheet of the Company.

Bankia

Between 2008 and 2019 he was head of retail banking and was appointed Deputy General Manager, Retail Banking in July 2014. In January 2019 he was appointed Deputy General Manager, Asset Management and Investees. He has been a member of Bankia’s Management Committee since 25 June 2014.

Bankia announced on 16 May 2019 that it had been formally notified by the Bank of Spain of the decision of the Single Resolution Board that it would, as from 1 July 2021, be required to reach 23.66% of RWAs calculated at the end of the 2017 financial year. As at 30 June 2020, the Bankia Group’s MREL ratio, calculated in accordance with the current calculation criteria of the Single Resolution Board, amounts to 21.74% of total RWAs. The costs, benefits and synergies derived from the merger of both entities may not match those expected or may not materialise. The new group which Bankia will become a part of may have to face customer losses or terminate contracts with different counterparties and for different reasons, which could result in costs or losses of income which are unexpected or greater than expected. Similarly, the process of integration may cause alterations or redundancies, as well as costs or losses of income or additional or extraordinary expenses which require adjustments to the business or in the means of the entities.

• The aforesaid remuneration will be included in a contract to be entered into between the director and the Company, which must be approved by the board of directors with the favourable vote of two thirds of its members, and must be attached as an annex to the minutes of the meeting.
• Answers to shareholders exercising their information right during the meeting, if it is not possible to meet the shareholder’s request at that time, will be given in writing during the seven days following the end of the meeting.
• At 30 June 2020 there are no exposures exceeding the concentration limit imposed by the Bank of Spain.

The most relevant operations between both groups are described in the Bank’s Annual Corporate Governance Report. Other operating income and expenses represented a net expense of €238 million in the year, an increase of €43 million (+22.1%) on the figure reported in the previous year, mainly due to higher contributions to the Deposit Guarantee Fund (+8%) and an increase in the tax on deposits after the merger with BMN. Net interest income for the year totalled €2,049 million, €81 million (+4.1%) higher than in 2017 due to the consolidation of BMN. Net equity amounted to €13,189 million, €424 million less (-3.1%) than at the end of 2017.

Preference shares

J) Report to the Board of Directors on the Company’s corporate governance in areas within the Committee’s remit (objectives, talent management, liability insurance, etc.) and make proposals to improve it. One of its meetings of necessity will be used to evaluate the efficiency of, and compliance with, the Company’s governance rules and procedures and to prepare the information the Board must approve and include in the annual public documentation. Supervise the strategy for communication and relations with shareholders and investors, including small and medium-sized shareholders.

In addition, at 30 June 2020 refinanced and restructured secured transactions totalled a gross carrying amount of €5,118 million (€473 million more than at 31 December 2019), of which €2,712 million were considered “non-performing” transactions (an increase of 26.1% with respect to those so considered at 31 December 2019). At 30 June 2020 the Bankia Group had recorded deferred tax assets amounting to €10,449 million (€10,421 million at 31 December 2019) (see section 18.1). The consequence of providing for such a rate would be the nullity of the contract. It is likely that this ruling will have a significant impact on the banking sector. Apart from individual actions brought by specific customers, there is a proceeding derived from the exercise of a class action brought by the Association for the Défense of Consumers and Users of Banks, Savings Banks and Insurance Companies (“ADICAE”), currently pending resolution by the Supreme Court.

At the date of this Universal Registration Document, neither the General Meeting of Shareholders nor the Board of Directors of Bankia has agreed on any change relating to the Board of Directors or the Board committees that could have a significant impact on Bankia’s corporate governance. In June 2010 the CNMV published a guide with recommendations on internal control of financial reporting by listed companies. This guide provided a set of recommendations and best practices, and identifies the benchmark indicators listed companies should use when reporting on their system of internal control over financial reporting (“SICFR”). Bankia has mechanisms in place to underwrite directors’ civil liability in conditions that are commensurate with the Company’s circumstances and situation. Specifically, in the period from June 2019 to June 2020 the premiums paid for civil liability insurance for directors, officers and the Company amounted to €1,277,726.

Financial Reports

An additional source of funding is however available if shareholder and bank creditor contributions prove insufficient. This is the Single Resolution Fund administered by the Single Resolution Board , which takes the final decision on whether a bank should be resolved, while operating decisions are implemented through cooperation with national resolution authorities. The regulations provide that banks must make contributions to SRF over eight years. The debt securities recorded on the Bankia Group’s balance sheet at 30 June 2020 totalled €47,671 million. Stripping out the amount corresponding to the SAREB securities, the total was €29,161 million, 97.5% of which consisted of sovereign debt and the remaining 2.5% of corporate bonds and other regional and local public administrations.

These types of claims and proceedings may expose the Bankia Group to financial loss or damage, direct or indirect costs, financial loss, civil and criminal penalties, loss of licences or authorisations, or loss of reputation, as well as potential regulatory restrictions affecting the Group’s business. These consequences could have a material adverse effect on the Group’s business, as well as the financial position, results of operations and prospects of the Bank and the Group. Is eventually approved by their respective General Shareholders’ Meetings, upon completion of the relevant conditions precedent, Bankia will be absorbed by CaixaBank, S.A. And the former shall be extinguished, by dissolution without liquidation, and all its assets transferred in a block to the latter, which shall acquire by universal succession all of the rights and obligations of Bankia. As a result of the merger, the shareholders of Bankia will receive shares of CaixaBank in exchange. A return to recessionary conditions in the economies of Europe and, in particular, in Spain, would be likely to have a significant adverse impact on the Group’s loan portfolio and, as a result, on its financial position, cash flows and results of operations.

Based on the information provided to Bankia by the Board members and senior managers of Bankia, there is no family relationship between the persons mentioned in this section 12.1. G) Report to the Board of Directors on the annual systems plan. A) Study and report on plans and actions in relation to computer systems. D) Discuss the above matters and make recommendations and propose initiatives to the executive and the Board of Directors for their consideration. B) Advise the Board of Directors on matters relating to the Bank’s innovation strategy and plans and any trends in respect of new business models, technologies and products.

Had drafted and signed a joint draft agreement for the takeover of Bankia, S.A. By CaixaBank, S.A. After completion of all required procedures, the draft merger will be submitted for approval to the Bankia, S.A. And CaixaBank, S.A. EGMs that are expected to be held in November 2020 and the merger is expected to be completed in the first quarter of 2021 (for further information see 5.3 of the Universal Registration Document). Failure by a credit institution to meet the MREL will be treated in the same way as failure to meet minimum regulatory capital requirements, where the resolution authorities must intervene and resolve the credit institution concerned quickly if it is deemed, or expected to become, insolvent and there is no reasonable prospect of recovery. Except for the capital requirements mentioned in sections 9 and 8.3 of this Universal Registration Document, there is no restriction on the use of the capital resources, subject to supervisory authorisation as required under article 77 of the CRR. At 30 June 2020 the Group had €31,797 million in cash assets (€33,117 million at 31 December 2019, €31,938 million at 31 December 2018 and €32,827 million at 31 December 2017).

Had drafted and signed a common draft of terms for the merger by absorption of Bankia, S.A. At the date of this Registration Document, the FROB, through BFA, holds an indirect interest of 61.823% in Bankia’s share capital. On 29 June 2011, Bankia registered with the CNMV a prospectus for a public offering of shares and admission euro to us dollar rate today eur to trading of shares. The public offering of shares was executed by increasing Bankia’s share capital by 824,572,253 shares at an issue price of €3.75 per share. Bankia’s shares began trading on the Barcelona, Bilbao, Madrid and Valencia stock exchanges on 20 July 2011, through the stock exchange interconnection system .

Cash, cash balances at central banks and other demand deposits increased by 21% to €15,982 million, reflecting the surplus cash generated in the half-year following take-up of the maximum amount available under the ECB’s TLTRO III facility, which increased deposits at central banks by €9,217 million (+66.8%). The main movements in consolidated net equity in 2019 were linked to the payment of an ordinary dividend against 2018 profits and a capital decrease effected in May in order to redeem treasury shares and which was charged to voluntary reserves. Other operating income and expenses represented a net expense of €249 million in the year, an increase of €11 million (+4.6%) on the figure reported in December 2018. The movement under this item in 2019 mainly corresponds to higher annual contributions to the Deposit Guarantee Fund and the Single Resolution Fund, up 4% and 5% respectively.

• On 16 June 2011, in accordance with the provisions of article 46 of the Company’s Bylaws and article 14 of the Board of Directors Regulations, an Audit and Compliance Committee was formed.
• We place funds in a given category based on their portfolio statistics and compositions over the past three years.
• The Bylaws and the Board of Directors Regulations provide for the creation of an Executive Committee, to be made up of no fewer than five and no more than seven directors.
• In the case of other limited in rem rights in the shares, exercise of voting rights corresponds to the holder of the direct ownership.
• The pledgee will be required to facilitate the exercise of these rights.

In addition, independently of the remuneration provided for in the preceding paragraphs, it is envisaged that remuneration schemes may be implemented that are indexed to the stock market price of shares or involve delivery of shares or options on shares to directors. The risk advisory committee will be composed of a minimum of three and maximum of five directors, who may not be executive directors, without prejudice to attendance, when so expressly resolved by the members of the committee, of other directors, including executive directors, senior managers and any employee. In any event, the number of members of the risk advisory committee will be determined either directly by express resolution or indirectly by way of filling vacancies or appointment of new members within the established maximum. The remuneration committee will be comprised of non-executive directors and a majority of independent directors, with a minimum of 3 and a maximum of 5, all of the foregoing without prejudice to the attendance, when so expressly agreed by the members of the committee, of other directors including executive directors, senior executives and any employee. In any event the number of members of the remuneration committee will be determined directly by way of establishment of that number by express resolution, or indirectly by way of filling vacancies or appointment of new members within the established maximum. Gains or losses on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net.

On 26 June 2017 the boards of directors of Bankia and BMN authorised and signed the Common Draft Terms of Merger for the merger by absorption of BMN by Bankia. Second, to facilitate the listing of the share, the committee agreed to a reverse split, in which the 1,993,963,300 shares of Bankia with a par value of one euro cent, all of the same class and series, were exchanged for new shares of Bankia in the proportion cryptocurrency trading of 100 old shares for each new share, raising the par value of the shares from one euro cent to one euro per share. In this respect, in 2019 the Group broadened the digital offer with the mortgage simulator and property valuation calculator, which enable users to calculate the costs of a mortgage including different interest rate or income scenarios, and also to obtain the value of any property in Spain.