Protocol for managing the financial

investment of Fundación Bancaria Caixa

d’Estalvis i Pensions de Barcelona, ”la

Caixa” in CaixaBank, S.A.

Barcelona, July 24, 2014

TABLE OF CONTENTS

1. INTRODUCTION ............................................................................................................... 1

2. RATIONALE, PRINCIPLES AND OBJECTIVES ........................................................... 1

3. BASIC STRATEGIC CRITERIA GOVERNING THE MANAGEMENT OF THE

INVESTMENT IN CAIXABANK ...................................................................................... 4

4. RELATIONSHIP BETWEEN THE BOARD OF TRUSTEES OF THE FUNDACIÓN

BANCARIA ”LA CAIXA” AND CAIXABANK’S GOVERNING BODIES. CRITERIA

IN FORCE FOR THE SELECTION OF CAIXABANK DIRECTORS ............................. 5

5. TRANSACTIONS BETWEEN COMPANIES IN GRUPO FUNDACIÓN BANCARIA

”LA CAIXA” AND GRUPO CAIXABANK COMPANIES AND MECHANISMS TO

REDUCE AND REGULATE CONFLICTS OF INTEREST ............................................. 7

6. USE OF DISTINCTIVE SIGNS AND DOMAIN NAMES OF THE FUNDACIÓN

BANCARIA “LA CAIXA” ……………………………………………………………….10

7. PRE-EMPTIVE RIGHT TO ACQUIRE MONTE DE PIEDAD ……………………… 12

8. COLLABORATION BETWEEN FUNDACIÓN BANCARIA ”LA CAIXA” AND

CAIXABANK ………………………………………………………………………….. 12

9. INFORMATION FLOWS 13

10. TAX CONSOLIDATION 15

11. DURATION 16

APPENDIX I ................................................................................................................................... 17

APPENDIX II .................................................................................................................................. 18

APPENDIX III ................................................................................................................................. 19

APPENDIX IV ................................................................................................................................. 23

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1. INTRODUCTION

In accordance with article 43 of Ley 26/2013, de 27 de diciembre, de cajas de ahorros y

fundaciones bancarias (the “Savings Banks and Banking Foundations Act”) and articles

18(1)(f) and 27 of the Bylaws of the banking foundation FUNDACIÓN BANCARIA CAIXA

D’ESTALVIS I PENSIONS DE BARCELONA, ”la Caixa” (the “Fundación Bancaria ”la

Caixa””), the members of the Board of Trustees of the Fundación Bancaria ”la Caixa”

drafted and signed at the meeting of the Board of July 24, 2014, this management

protocol for the financial investment in CaixaBank, S.A. (the “Protocol”).

All terms having specific definitions for the purposes of this Protocol are capitalized. Appendix

I contains a breakdown of all such terms.

2. RATIONALE, PRINCIPLES AND OBJECTIVES

2.1 Rationale

The Fundación Bancaria ”la Caixa” is the result of the transformation of the Caixa d’Estalvis i

Pensions de Barcelona into a banking foundation, approved at the General Assembly of Caixa

d’Estalvis i Pensions de Barcelona on May 22, 2014, in accordance with the first transitional

provision of the Savings Banks and Banking Foundations Act, by virtue of the instrument of

transformation executed on June 13, 2014, before the Barcelona Notary Public Mr. Tomás

Giménez Duart, under number 1,600 of his protocol, the Fundación Bancaria ”la Caixa” being

registered in the Register of Foundations of the Ministry of Education, Culture and Sports on June

16, 2014, under number 1,658.

On the date of this Protocol, Fundación Bancaria ”la Caixa” is the direct owner of a 58.844%

investment in the share capital of CAIXABANK, S.A., a public limited company [sociedad

anónima] incorporated in accordance with Spanish law, having its registered office at Avenida

Diagonal 621 (Barcelona), being registered in the Barcelona Commercial Register at tome 37,883,

folio 123, sheet B-41,232, and holding tax identification number A-8,663,619 (“CaixaBank”).

CaixaBank is a credit institution, specifically a bank, registered in the official Register of Entities

of the Bank of Spain under number 2,100. CaixaBank shares are admitted for trading on the stock

markets of Barcelona, Bilbao, Madrid and Valencia, as well as on the Stock Market Interconnection

System (Continuous Market). CaixaBank is subject to the legal regime established for credit

institutions and for Spanish listed companies and is supervised by the Bank of Spain and by the

National Securities Market Commission (CNMV), among other regulators.

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In accordance with article 32(2) of the Savings Banks and Banking Foundations Act and article

6(1) of its own Bylaws, the main activity of the Fundación Bancaria ”la Caixa” focuses on

managing and developing its “social welfare work.” A further concern is the appropriate

management of its investment in CaixaBank.

On June 26, 2014, the Board of Trustees of the Fundación Bancaria ”la Caixa” gave its initial

approval to the segregation that involves the transfer of the investment of the Fundación Bancaria

”la Caixa” in CaixaBank to Criteria CaixaHolding, S.A.U. (“Criteria”), a wholly-owned subsidiary

of the Fundación Bancaria ”la Caixa” that holds the non-financial investments of the group headed

by Fundación Bancaria ”la Caixa”. Consequently, once the segregation process is completed —

which is scheduled to occur in the last quarter of 2014 ‒ the Fundación Bancaria ”la Caixa” will

manage its investment in CaixaBank in an indirect manner, through Criteria, pursuant to article

32(1) de of the Savings Banks and Banking Foundations Act.

Under article 43 of the Savings Banks and Banking Foundations Act banking foundations owning

an investment equal to or greater than 30% of the share capital of a credit institution, and banking

foundations that, though owning a lower stake, exercise control over the credit institution by virtue

of any of the tests set forth in article 42 of the Commercial Code, must prepare a management

protocol for the financial investment in the credit institution in question.

The Fundación Bancaria ”la Caixa” holds an investment of over 30% in the share capital of

CaixaBank and also controls CaixaBank in accordance with the tests set out in article 42 of the

Commercial Code. Therefore, in order to comply with the provisions of the article 43 of the

Savings Banks and Banking Foundations Act, the Board of Trustees of the Fundación Bancaria ”la

Caixa” has prepared this Protocol.

2.2 Principles and objectives

This Protocol aims to design the basic principles by which the Fundación Bancaria ”la Caixa” will

perform its activities in its capacity as direct or indirect controlling shareholder of CaixaBank, once

the indirect exercise of the financial activity of Caixa d’Estalvis i Pensions de Barcelona through

CaixaBank has come to an end.

Therefore, the objectives of this protocol are, primarily, the following:

(i) Define the basic strategic criteria which must govern the management of the investment in

CaixaBank by the Fundación Bancaria ”la Caixa”;

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(ii) Determine the relationship between the Board of Trustees of the Fundación Bancaria ”la

Caixa” and CaixaBank’s governing bodies, with reference to, among other items, the criteria

governing the appointment of Directors at CaixaBank by Fundación Bancaria ”la Caixa”;

(iii) Regulate the general criteria for carrying out transactions between the Fundación Bancaria ”la

Caixa” and CaixaBank and establish mechanisms to regulate and help prevent conflicts of

interest;

(iv) Establish mechanisms to avoid the emergence of conflicts of interest caused by Fundación

Bancaria ”la Caixa”’s status as the controlling shareholder of CaixaBank;

(v) Regulate the basic criteria relating to the assignment and use of distinctive signs and domain

names owned by Fundación Bancaria ”la Caixa” by CaixaBank and the companies in its group;

(vi) Make provision for the Fundación Bancaria ”la Caixa” to have a right of pre-emptive

acquisition in the event of a transfer by CaixaBank of Monte de Piedad, which it owns;

(vii) Establish the basic principles for a possible collaboration between CaixaBank and the

Fundación Bancaria ”la Caixa” so that (a) CaixaBank may implement corporate social

responsibility policies through the Fundación Bancaria ”la Caixa”, and, at the same time, (b)

the Fundación Bancaria ”la Caixa” may disseminate its “Social Welfare” programs through the

CaixaBank branch network, and where appropriate, through other material means; and

(viii) Regulate the flow of adequate information to allow the Fundación Bancaria ”la Caixa” and

CaixaBank to prepare their financial statements and to comply with periodic reporting and

supervisory duties as before the Bank of Spain and other regulatory bodies.

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For the purposes of this Protocol:

(a) the Fundación Bancaria ”la Caixa” and the companies in its group at any given time — except

for CaixaBank and its subsidiaries — will be called the “Grupo Fundación Bancaria ”la

Caixa””;

(b) CaixaBank and its subsidiary companies will, at all times, be called the “Grupo CaixaBank

Companies”; and

(c) “group” and “subsidiary company” will have the meaning established in article 42 of the

Commercial Code.

Lists of the Grupo Fundación Bancaria ”la Caixa” Companies and of the Grupo CaixaBank

Companies as at the date of this Protocol are included as Appendices II and III, respectively.

The provisions of this Protocol are to be construed as subject to the provisions governing the

management of financial participation in credit institutions by banking foundations, relations with

significant shareholders, conflicts of interest, related party transactions, and insider information,

among other matters, that are established in the law in force at any given time.

2.3 New internal protocol for relations with CaixaBank

The Board of Trustees of Fundación Bancaria ”la Caixa” will take steps to sign a protocol with

CaixaBank to replace the internal protocol for relations signed on July 1, 2011 by Caixa d’Estalvis

i Pensions de Barcelona and by CaixaBank. The new agreement will cover the aspects of the

present Protocol that require the participation of CaixaBank as a counterparty to Fundación

Bancaria ”la Caixa”.

3. BASIC STRATEGIC CRITERIA GOVERNING THE MANAGEMENT OF THE INVESTMENT IN CAIXABANK

The holding of a controlling interest in CaixaBank which allows Fundación Bancaria ”la Caixa” to

participate in the sound and prudent management by CaixaBank of its financial business, and that

strictly complies with the principles established in the regime established for significant holdings

prescribed in Ley 10/2014 (the Credit Institution Supervision Act) and in the rest of applicable laws

and regulations is the basic strategic criterion that will govern the management by Fundación Bancaria

”la Caixa” of its investment in CaixaBank.

In addition, Fundación Bancaria ”la Caixa” will seek to ensure that the management of Caixabank’s

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financial activity is respectful of the traditional values of Caixa d’Estalvis i Pensions de Barcelona,

and that CaixaBank maintains its character as a credit institution focusing mainly on the retail

segment, dedicated to service and primarily aiming to meet the needs of people, families, and small

and medium sized business, within the framework of social market economy principles as

interpreted by the main countries of the European Union.

In light of the above, the Fundación Bancaria ”la Caixa” will seek to ensure that in the operation of

its financial activity CaixaBank abides by the principles and values of correct and personalized

commercial management undergirding the public reputation that Caixa d’Estalvis i Pensions de

Barcelona has enjoyed and continues to enjoy since its founding, over one hundred years ago, and

which constitutes its most valuable and enduring asset.

4. RELATIONS BETWEEN THE BOARD OF TRUSTEES OF THE FUNDACIÓN BANCARIA ”LA CAIXA” AND THE GOVERNING BODIES OF CAIXABANK. CRITERIA THAT GOVERN THE APPOINTMENT OF CAIXABANK DIRECTORS

The relationship between the Board of Trustees of the Fundación Bancaria ”la Caixa” and

CaixaBank’s governing bodies, and especially, the appointment by Fundación Bancaria ”la Caixa”

of CaixaBank Directors, will be governed by the following criteria:

(i) The Board of Trustees of the Fundación Bancaria ”la Caixa” will be responsible for

determining the direction of the vote and the exercise of the rest of the voting rights that

correspond to CaixaBank shares owned by Fundación Bancaria ”la Caixa”— directly or

indirectly;

(ii) The Fundación Bancaria ”la Caixa” will nominate a number of CaixaBank Directors that is in

line with the investment held in Caixabank by the Fundación Bancaria ”la Caixa” at any

given time, and therefore reserves the right to proportional representation;

(iii) The Board of Trustees of the Fundación Bancaria ”la Caixa” is the body responsible for

appointing the Directors of CaixaBank whose designation corresponds to the Fundación

Bancaria ”la Caixa”;

(iv) In accordance with articles 43(1)(b) and 3(2) of the Savings Banks and Banking Foundations

Act, the Caixabank Directors nominated by the Board of Trustees must meet the

requirements of honorability, experience, and good governance demanded by the legislation

applicable at any given time to the members of Caixabank’s Board of Directors.

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In selecting the CaixaBank Directors, the Board of Trustees must consider, to the extent that

they are applicable to the members of the Board of Directors of Caixabank, the

recommendations and proposals regarding good corporate governance in respect of the

composition of the board of directors (relating to, among other things, its diversity) and the

directors’ profile (relating to, among other aspects, education, knowledge and experience)

issued by Spanish or EU authorities and experts.

In the same way, the Board of Trustees will ensure that CaixaBank’s Board of Directors, as a

whole, embraces the different outlooks necessary to ensure that CaixaBank’s management is

sound and prudent, in accordance with the legacy of Caixa d’Estalvis i Pensions de

Barcelona and in line with the principles set out in section 3 above;

(v) During the period established in the second transitional provision of the Savings Banks and

Banking Foundations Act, and subject to the limits established in that statutory provision, the

members of the Board of Fundación Bancaria ”la Caixa” may be appointed to Caixabank’s

Board of Directors.

In accordance with the provisions of article 40(3) of the Savings Banks and Banking

Foundations Act, when the period of temporary compatibility for directors prescribed in the

second transitional provision of the Savings Banks and Banking Foundations Act ends,

Trustees of the Fundación Bancaria ”la Caixa” may not be directors at Grupo Caixabank

Companies.

Furthermore, within the limits established by the Savings Banks and Banking Foundations

Act and the rest of the applicable laws and regulations, there may be employees of Grupo

Fundación Bancaria ”la Caixa” Companies that may also be employees of Grupo CaixaBank

Companies, as well as natural or legal persons who have a service relationship with

Companies in both Grupo Fundación Bancaria ”la Caixa” and Grupo CaixaBank; and

(vi) The Fundación Bancaria ”la Caixa” will vote on proposals for the appointment of Directors

other than the ones it has nominated itself, based on the best of its knowledge and belief,

taking into account the personal aptitudes of the candidates, the nominating shareholder or

shareholders, where appropriate, and with a comprehensive vision regarding the composition

of the CaixaBank Board of Directors.

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5. TRANSACTIONS BETWEEN IN GRUPO FUNDACIÓN BANCARIA ”LA CAIXA” COMPANIES AND GRUPO CAIXABANK COMPANIES AND MECHANISMS TO REDUCE AND REGULATE CONFLICTS OF INTEREST

The establishment of a framework for relations that aims to achieve adequate coordination and

transparency with the aim of, on the one hand, regulating the general criteria for carrying out

transactions between Grupo Fundación Bancaria ”la Caixa” Companies and Grupo CaixaBank

Companies and establishing mechanisms that regulate and help reduce conflicts of interest, and, on

the other hand, to helping prevent the emergence of conflicts of interest arising from the fact that

Fundación Bancaria ”la Caixa” is the controlling shareholder in CaixaBank, will be articulated in

accordance with the following parameters:

(i) The setting of general criteria for carrying out transactions or the rendering of intra-group

services at arm’s length and identifying services that the Grupo Fundación Bancaria ”la Caixa”

Companies provide and will provide to Grupo CaixaBank Companies and those that Grupo

CaixaBank Companies provide or will provide to Grupo Fundación Bancaria ”la Caixa”

Companies;

(ii) The establishment of the mechanisms to ensure the necessary information flow between the

Grupo Fundación Bancaria ”la Caixa” Companies and the Grupo CaixaBank Companies in

order to comply with the management requirements and obligations as before the respective

regulators, and the provision of the complete information that the Fundación Bancaria ”la

Caixa” must have about CaixaBank to meet the obligations stipulated in the Savings Banks and

Banking Foundations Act and in its implementing regulations; and

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(iii) The creation of reporting mechanisms that ensure that the Board of Trustees of the Fundación

Bancaria ”la Caixa” is adequately informed, at all times, of the obligations and duties relating

to loyalty, applicable to Fundación Bancaria ”la Caixa” in its capacity as direct or indirect

controlling shareholder of CaixaBank, and any conflicts of interest that the Fundación Bancaria

”la Caixa” might be affected by due to its status as the controlling shareholder in CaixaBank.

5.1 Intra-Group Services

5.1.1 There are two major areas in which services are rendered between Grupo Fundación Bancaria

”la Caixa” Companies and Grupo CaixaBank Companies:

(i) rendering of banking and financial services by Grupo CaixaBank Companies to Grupo

Fundación Bancaria ”la Caixa” Companies. In particular, and among others, the provision of

financing, in the form of credit facilities, loans and analogous transactions, whether unsecured

or secured by personal guarantees or proprietary rights, deposits and other liability-side

transactions, and other financial services; and

(ii) rendering of miscellaneous services by Grupo CaixaBank Companies to Grupo Fundación

Bancaria ”la Caixa” Companies. These may include, but are not limited to, leasing and

management services for real estate and infrastructure; corporate services; project management;

management of operations and businesses; administration and advisory services; provision of

information and commercial contacts; development, maintenance and operation of information

systems; knowledge transfer, consulting and advice (including the necessary provisions for

assignment or licensing of intellectual property); and management and legal representation of

funds indirectly owned by the Grupo Fundación Bancaria ”la Caixa” Companies.

The relations between Grupo Fundación Bancaria ”la Caixa” Companies, on the one hand, and

Grupo CaixaBank Companies, on the other, currently in existence, and any services and/or

transactions that may be undertaken in future, will be referred to as the “Intra-Group Services.”

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5.1.2 Intra-Group services must always be documented in writing and, without prejudice to the

terms and conditions of each individual contract, will be governed by the following general

principles:

(i) transparency and the performance or provision of the services at arm’s length;

(ii) pre-emptive rights, in the form of undertakings given by the Parties to offer each other the most

favorable terms that they are offering for the same transaction or service to third parties at any

given time;

(iii) a commitment by the Parties to provide the services with the greatest diligence and with all the

means at their disposal;

(iv) a commitment by the Parties to comply with confidentiality requirements and to not disclose

any information to which they have access as a consequence of the provision of the Intra-Group

Services; and

(v) in the event of a change in effective control at CaixaBank, both Parties will have the right to

cease the provision of the respective services with reasonable advance notice (which will

depend on the type of service provision in question), subject to the determination, in good faith

and by the Parties, of the break costs that such early termination may generate, as the case may

be, for each of them. For these purposes, the internal relations protocol to be signed by the

Fundación Bancaria “la Caixa” and CaixaBank referred to in section 2.3 above should state that

contracts relating to the provision of Intra-Group Services should include an early termination

clause following the model shown in Appendix IV.

5.2 Other conflicts of interest

The Fundación Bancaria “la Caixa” must also (i) comply with the duties and obligations relating to

loyalty applicable to shareholders of commercial companies, and in particular to controlling

shareholders of credit institutions, and (ii) take into consideration any conflicts of interest that may

arise due to activities carried out or transactions executed as a result of their status as a shareholder

of CaixaBank.

6. USE OF DISTINCTIVE SIGNS AND DOMAINS OF THE FUNDACIÓN BANCARIA “LA CAIXA”

Following the transformation of la Caixa d’Estalvis i Pensions de Barcelona into the the Fundación

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Bancaria “la Caixa”, CaixaBank is no longer the instrument through which la Caixa d’Estalvis i

Pensions de Barcelona indirectly exercises its financial activities as a credit institution.

Although the licenses for distinctive signs and domains granted to CaixaBank and CaixaBank

Group Companies were awarded due to CaixaBank’s status as the instrument through which la

Caixa d’Estalvis i Pensions de Barcelona exercised its financial activities, a new regulation must be

established for this issue to accommodate the nature and characteristics of the new relationship

between the Fundación Bancaria “la Caixa” and CaixaBank.

Within this new relationship a difference must be established between the different distinctive signs

of CaixaBank group companies and the domain names used by CaixaBank group companies to

identify online resources or to configure email addresses associated with the activities performed

by each company, and the use of the ”la Caixa” brand, lacaixa.es domain names and any other

similar or higher level name including the words ”la Caixa” or any of its graphic image known as

the “star of Miró”, which must also be clearly defined.

6.1 Free transfer of specific brands and domain names

The Fundación Bancaria “la Caixa” shall transfer freely to CaixaBank and CaixaBank group

companies the brands corresponding to the names of CaixaBank Group Companies, the brands

used currently to distinguish banking or financial, investment or insurance products and services

(excluding those bearing the graphic image known as “the star of Miró” or the defining sign of ”la

Caixa”), and the domain names used by CaixaBank group companies to identify online resources or

configure email accounts associated with the activities carried out by each company, with the

exception of the domain names lacaixa.es, lacaixa.com and .lacaixa, or any other similar or higher

level name including the words ”la Caixa”.

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This free transfer is part of the change in the nature of the relationship existing between the

Fundación Bancaria “la Caixa” and CaixaBank following the implementation of the Savings Banks

and Banking Foundations Act. Effectively, while CaixaBank continues to act as a credit institution

in its own right, and not as an instrument of the Fundación Bancaria “la Caixa”, it is appropriate

that in the course of its financial activity CaixaBank should gain ownership of the brands and

domain names of the Fundación Bancaria “la Caixa”.

6.2 Licence for the ”la Caixa” brand, lacaixa.es domain name and graphic image known as

“the star of Miró”

With regard to the ”la Caixa” brand, the lacaixa.es domain name and the graphic image known as

“the star of Miró”, as a result of the new relationship existing between CaixaBank and the

Fundación Bancaria “la Caixa”, the controlling shareholder and independent owner of these, the

Fundación Bancaria “la Caixa”, as owner and licensor, will grant a license to CaixaBank, as

licensee, under the following terms and conditions:

(i) the subject matter of the license will be the ”la Caixa” brand, the lacaixa.es domain name and

the graphic image known as “the star of Miró” (the “Licensed Signs”);

(ii) this license will not be exclusive, and therefore the Fundación Bancaria “la Caixa” may use the

Licensed Signs for its own activities and grant other licenses for their use;

(iii) the license will include all types of products, services and regions for which brand names or

other registered intellectual property rights have been granted that include the Licensed Signs;

(iv) CaixaBank may also sub-license the Licensed Signs to CaixaBank group companies other than

CaixaBank, and they may use them directly but without sub-licensing rights in their ordinary

activities, for their products and services;

(v) CaixaBank must pay the Fundación Bancaria “la Caixa” the annual fee stipulated in the license

agreement in exchange for the license, and in formal and express recognition of the Fundación

Bancaria “la Caixa”'s full and unlimited ownership of the Licensed Signs;

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(vi) the license shall be granted for an indefinite period, without prejudice to any specific

termination clauses and subject to the following conditions: (a) that the Fundación Bancaria “la

Caixa” owns a direct or indirect share equal to or greater than 30% of the share capital and

voting rights of CaixaBank, and (b) that no shareholder holds an investment in the share capital

or voting rights of CaixaBank greater than that held by the Fundación Bancaria “la Caixa”.

If either or both of the conditions referred to above are breached, the license agreement

indicates that a temporary regime must be following during which time the Licensed Signs

may continue to be used, without prejudice to the parties reaching a new agreement which

must fully satisfy the Fundación Bancaria “la Caixa” that their use will not cause it any

detriment; and

(vii) the Fundación Bancaria “la Caixa” reserves the right to supervise the use and activities to

which the Licensed Signs are designated by CaixaBank group companies, and may, where

applicable, prohibit their use if it does not comply with the values of the Fundación Bancaria

“la Caixa” or fails to meet the basic strategic criteria ruling its holding in CaixaBank.

7. PRE-EMPTIVE ACQUISITION RIGHTS FOR MONTE DE PIEDAD

The Fundación Bancaria “la Caixa” will grant to CaixaBank a pre-emptive acquisition right for

Monte de Piedad, owned by CaixaBank, so that, in the event that Monte de Piedad is intended to be

transferred to a third party, the Fundación Bancaria “la Caixa” will have a pre-emptive right to

acquire Monte de Piedad under the terms agreed by CaixaBank with the third party.

8. COLLABORATION BETWEEN THE FUNDACIÓN BANCARIA “LA CAIXA” AND CAIXABANK

The Fundación Bancaria “la Caixa” is the foundation into which la Caixa d’Estalvis i Pensions

de Barcelona was transformed and in addition to its status as a credit institution it is now

established as a non-profit financial institution providing charitable welfare services with a

private board of trustees, independent from any other company or entity. In contrast, up until

the transformation of la Caixa d’Estalvis i Pensions de Barcelona into a banking foundation,

CaixaBank was the instrumental bank through which the former indirectly exercised its

financial activities; therefore CaixaBank has its origins in la Caixa d’Estalvis i Pensions de

Barcelona and has participated in its welfare services.

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The Fundación Bancaria “la Caixa” maintains the character and social welfare function of la Caixa

d’Estalvis i Pensions de Barcelona, in addition to the ownership and development of its Welfare

projects. As a result, it is convenient to continue to use the channels used during the time that

CaixaBank was the instrument through which la Caixa d’Estalvis i Pensions de Barcelona, today

the Fundación Bancaria “la Caixa”, exercised its financial activities.

On the other hand, the Fundación Bancaria “la Caixa” will, in its capacity as a shareholder of

CaixaBank, endeavor to ensure that CaixaBank CSR activities are focused on the ends and

objectives traditionally pursued by la Caixa d’Estalvis i Pensions de Barcelona.

Therefore, the Fundación Bancaria “la Caixa” and CaixaBank will collaborate as follows:

(i) the dissemination and development of the Social Welfare activities carried out by the

Fundación Bancaria “la Caixa” through CaixaBank's branch network and where applicable

other channels; and

(ii) the use by CaixaBank group companies of the Fundación Bancaria “la Caixa” as a channel through which to implement CSR initiatives.

9. INFORMATION FLOWS

9.1 As a banking foundation, pursuant to the Savings Banks and Banking Foundations Act (in

particularly, article 44), the Fundación Bancaria “la Caixa” is subject to obligations requiring

access to CaixaBank's financial and accounting information.

Pursuant to section 46 of the Savings Banks and Banking Foundations Act, the Fundación Bancaria

“la Caixa” is also subject to oversight by the Bank of Spain. In discharging its oversight functions,

the Bank of Spain may request information from the the Fundación Bancaria “la Caixa” that

requires access by the the Fundación Bancaria “la Caixa” to information on CaixaBank.

9.2 So that the Fundación Bancaria “la Caixa” and CaixaBank may carry out their planning and

management control functions and comply with their duties as regulated entities on a timely

basis, each of them undertakes to supply to the other, subject to availability, the information

required for the other to comply with its legal duties, including, but not limited to, the

following:

(i) preparing their separate and consolidated financial statements;

(ii) complying with the obligation to prepare a financial plan, as stipulated in article 44 of the

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Savings Banks and Banking Foundations Act, and to allocate a capital reserve fund so that

CaixaBank can meet its potential capital needs, as set out article 44(3);

(iii) complying with their reporting obligations to the Bank of Spain, the National Securities Market

Commission (Comisión Nacional del Mercado de Valores, CNMV) and other supervisory

authorities;

(iv) performing detailed monitoring of their own funds, investment coefficients and solvency

margin;

(v) carrying out its risk analyses and complying with the terms of legislation on financial

conglomerates;

(vi) estimating investees' capital requirements under different macroeconomic scenarios;

(vii) analyzing and monitoring tax matters;

(viii) any other measure the Bank of Spain deems necessary to ensure healthy and prudent

management of CaixaBank and its ability to comply with applicable organizational and

disciplinary rules; and

(ix) any other complementary or ancillary measure.

9.3 The Fundación Bancaria “la Caixa” and CaixaBank undertake to collaborate so that each may

supply rating agencies and institutional investors with the information on portfolio

developments for determining their respective risks.

9.4 Similarly, CaixaBank undertakes to make available to the Fundación Bancaria “la Caixa”

whatever information is required so that the Fundación Bancaria “la Caixa” may comply with

current and future solvency regulations.

9.5 As regards information referred to in Clause 9 the parties undertake the following:

(i) that the information will be used solely and exclusively for the purposes for which it has been

gathered;

(ii) to establish the measures required to prevent the flow of “insider information” regarding the

Fundación Bancaria “la Caixa” and Fundación Bancaria “la Caixa” Group Companies, or

CaixaBank and CaixaBank Group Companies, as appropriate, between their different

department, such that knowledge of the information is strictly limited to those areas or persons

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(including, where applicable, external advisers) for whom they are strictly necessary; and

(iii) to establish security measures over the he safekeeping, access, reproduction and distribution of

the information.

9.6 Both the Fundación Bancaria “la Caixa” and CaixaBank must implement the measures required

to diligently comply with their information undertakings, establishing to this end measures to

permit the stipulated flows of information, while respecting in all cases their confidentiality

undertakings.

10. TAX CONSOLIDATION

The Fundación Bancaria “la Caixa” and CaixaBank belong to the same tax group in accordance

with Title VII Chapter VII of Royal Legislative Decree 4/2004, of 5 March, adopting the restated

Corporate Income Tax (CIT) Act, having entered into a consolidation agreement that sets out the

rules and criteria applicable to the tax consolidation process. The Fundación Bancaria “la Caixa”

and CaixaBank must amend the consolidation agreement to include Criteria and adapt to the

amendments made in the Savings Banks and Banking Foundations Act and in the present Protocol.

11. TERM

This Protocol will remain in force while the Fundación Bancaria “la Caixa” is owner of an

investment equal to or greater than 30% in CaixaBank or, if lower, that enables it to control

CaixaBank in accordance with any of the tests under article 42 of the Commercial Code. * * *

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APPENDIX I

Glossary of defined terms

CaixaBank means CaixaBank, S.A.

Criteria means Criteria CaixaHolding, S.A.U.

The Fundación Bancaria “la Caixa” means Fundación Bancaria Caixa d’Estalvis i Pensions de Barcelona, ”la Caixa”.

The Savings Banks and Banking Foundations Act means Ley 26/2013, de 27 de diciembre, de cajas

de ahorros y fundaciones bancarias.

The Protocol means the present protocol governing management of the financial investment.

Intra-Group Services means relations between the Fundación Bancaria “la Caixa” Group's companies and the CaixaBank Group's companies currently in existence, as well as any services and/or transactions that may be agreed upon in the future.

Licensed Signs means the ”la Caixa” brand, the lacaixa.es domain name and the graphic image known as “the star of Miró”.

CaixaBank Group Companies means CaixaBank and the companies of its group at any given time.

The Fundación Bancaria “la Caixa” Group Companies means the Fundación Bancaria “la Caixa” and the companies of its group at any given time, but excluding CaixaBank and CaixaBank Group Companies.

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APPENDIX II

List of the Fundación Bancaria “la Caixa” Group Companies

Company Shareholding CRITERIA CAIXAHOLDING, S.A.U. 100.00% CAIXA ASSISTANCE, S.A. 100.00% CAIXA CAPITAL MICRO II, FCR DE RÉGIMEN SIMPLIFICADO 100.00% CAIXA CAPITAL RISC, S.G.E.C.R., S.A. 100.00%

CAIXA INNVIERTE BIOMED II, FCR DE REGIMEN SIMPLIFICADO 50.33%

CAIXA TITOL, S.A. 100.00% CLUB CAIXA I, S.A. 100.00% ELS ARBRES DE LA TARDOR, S.L.U. 100.00% INVERSIONES AUTOPISTAS, S.L. 50.10% LUMINE TRAVEL, S.A.U. 100.00% MEDITERRÁNEA BEACH & GOLF COMMUNITY, S.A.U. 100.00% PALAU MIGDIA, S.A. 50.00% SABA INFRAESTRUCTURAS, S.A. 50.10% SERVIHABITAT ALQUILER II, S.L. 100.00% SERVIHABITAT ALQUILER IV, S.L. 100.00% SERVIHABITAT ALQUILER, S.L. 100.00% ARRENDAMENT IMMOBILIARI ASSEQUIBLE, S.L.U. 100.00% CAIXA NETWORK I, S.A. 100.00% CAIXA PODIUM I, S.A. 100.00% FOMENT IMMOBILIARI ASSEQUIBLE, S.A.U. 100.00%

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APPENDIX III

List of CaixaBank Group Companies

Company Shareholding GRUPCAIXA CARD, S.A. 100.0% CAIXA EMPRENDEDOR XXI, SA 100.0% AGENCAIXA, S.A. 100.0% ARIS ROSEN, S.A. 100.0% ARQUITRABE ACTIVOS S.L. 100.0% ARTE, INFORMACIÓN Y GESTIÓN, S.A. 100.0% BAVACUN, S.L. 100.0% BIODIESEL PROCESSING SL 100.0% BODEGA SARRIA, S.A. 100.0% BUILDINGCENTER INMOBILIAR, S.R.L. 100.0% BUILDINGCENTER, S.A.U. 100.0% C.PROV.GUADALAJARA PART.PREF. 100.0% CAIXA CAPITAL FONDOS S.C.R.SAU 100.0% CAIXA CAPITAL MICRO, SCR. SAU 100.0% CAIXA CAPITAL SEMILLA S.C.R. 100.0% CAIXA PREFERENCE, S.A. 100.0% CAIXABANK ELECTRONIC MONEY EDE 100.0% CAIXACARD 1, EFC, S.A. 100.0% CAIXACARD, S.A. 100.0% CAIXACONSULTING, S.A. 100.0% CAIXADIAGONAL, S.A. 100.0% CAIXAESTEL I, S.A. 100.0% CAIXAINSTANT, S.A 100.0% CAIXAJOCS, S.A. 100.0% CAIXAJOVE, S.A. 100.0% CAIXAJUNIOR, S.A. 100.0% CAIXALIFE, S.A. 100.0% CAIXAMAIL, S.A. 100.0% CAIXAMARKET, S.A. 100.0% CAIXAMEDITERRANIA, S.A. 100.0% CAIXAMONEY, S.A. 100.0% CAIXARECORD, S.A. 100.0% CAIXARENTING, S.A. 100.0% CAIXASENIOR, S.A. 100.0% CAIXASPORT, S.A. 100.0% CAIXASTART, S.A. 100.0% CAIXAVIDA, S.A. 100.0% CAJA SAN FERNANDO FINANCE SAU 100.0% CAJABURGOS OBS S.A 100.0% CAJASOL INVERSIONES INMOBILIARIAS 100.0% CAJASOL PART. PREFERENTES S.A 100.0%

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Company Shareholding CAN MEDIACION,OPER.BANCA SEG. V 100.0% CANALCAIXA, S.A. 100.0% CASTELLANA CAIXA, S.A. 100.0% CESTAINMOB, S.L.U. 100.0% CORP.HIPOT.MUTUAL S.A. E.F.C 100.0% CREDICAIXA, S.A. 100.0% CREDIFIMO 100.0% CUBICAN, S.L.U. 100.0% EL MONTE CAPITAL S.A. UNIPERSO 100.0% EL MONTE PARTICIPACIONES PREF. 100.0% E-LA CAIXA, S.A. 100.0% ELECTRONICAIXA I, S.A. 100.0% ESTUGEST S.A. 100.0% FIDOCAIXA, S.A. . 100.0% FIN-CAIXA I, S.A. . 100.0% FINCONSUM E.F.C. S.A 100.0% GDS-CUSA ENTIDAD FINANCIACION 100.0% GDS-FOMENT INMOBILIARI I, S.A. 100.0% GDS-GRUPO DE SERVICIOS I, S.A. 100.0% GEN. DE INV. TORMES, S.A. 100.0% GESCAIXA, S.A. 100.0% GESTICAIXA, S.G.F.T, S.A. 100.0% GESTORCAIXA, S.A. 100.0% GUADALCORCHO, S.A. 100.0% HIPOTECAIXA 2, S.L. 100.0% HIPOTECAIXA I, S.A.U. 100.0% HISCAN PATRIMONIO , S.A.U. 100.0% HODEFI 100.0% HOLRET, S.A.U. 100.0% INTERCAIXA, S.A. . 100.0% INVERCAIXA GESTION, SGIIC., SA 100.0% INVERJICO 2005, S.L. 100.0% INVERSIONES CORP.DIGITALES, S.L. 100.0% INVERSIONES VALENCIA CAPITAL RIESGO S.C.R., S.A. 100.0% INVERSIONES VITIVINICOLAS, S.L. 100.0% LA CAIXA NET, S.A. 100.0% LA CAIXA OLIMPICA, S.A. 100.0% LIDERES EMPRES. SIGLO XXI, S,L 100.0% MEDICAIXA, S.A. 100.0% MERCHANTCAIXA, S.A. 100.0% MULTIMAR CAIXA, S.A. 100.0% MUNDICAIXA, S.A. 100.0% MYQUELI INMUEBLES, S.L.U. 100.0% NEGOCIO DE FINAN.E INVER.II,SL 100.0% NUEVO MICROBANK, S.A.U. 100.0% PREMIAT COMUNIDAD ONLINE, S.L. 100.0% PROMOCAIXA, S.A. 100.0%

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Company Shareholding PUERTO TRIANA S.A. 100.0% RECOUVREMENTS DULUD, S.A. 100.0% REDCAIXA, S.A. 100.0% SEGURCAJASOL, S.L. 100.0% SERCAPGU S.L. 100.0% SERVICAIXA, S.A. 100.0% SERVIHABITAT GESTION INMBO. 100.0% SILC IMMOBLES, S.A. 100.0% SILK APLICACIONES, S.L. 100.0%

SOCIEDAD DE GESTIÓN HOTELERA DE BARCELONA, S.L. 100.0%

TELECAIXA, S.A.. 100.0% TENERIFE DESARROLLO EXTERIOR 100.0% TOTCAIXA, S.A. 100.0% TUBESPA, S.A. 100.0% VALENCIANA INV.PARTICIPADAS, S.L. 100.0% VIDACAIXA MEDIACIÓ, SOCIEDAD DE AGENCIA DE SEGUROS VINCULADA, S.A.U.

100.0%

VIDACAIXA, S.A. DE SEGUROS Y REASEGUROS 100.0% VIDEOCAIXA, S.A. 100.0% VIP ADMINISTRACIÓN DE INMUEBLES, S.L.U. 100.0% VIP DESARROLLOS S.L.U 100.0% VIP GESTIÓN DE INMUEBLES, S.L.U. 100.0% VIP NEGOCIOS, S.L.U. 100.0% WEB GESTION 1, S.A. 100.0% WEB GESTION 2, S.A. 100.0% WEB GESTION 3, S.A. 100.0% WEB GESTION 4, S.A. 100.0% WEB GESTION 5, S.A. 100.0% WEB GESTION 6, S.A. 100.0% WEB GESTION, 7 S.A. 100.0% CAIXACORP 100.0% SUMASA 100.0% RENTCAIXA 1, S.A. 100.0% ACUIGROUP MARE MAR, S.L. 100.0% NAVIERA ARGOS, A.I.E. 95.0% SERV.PREV.MAN C. GRUP LA CAIXA 91.0% CAIXA CAPITAL BIOMED S.C.R. 90.9% GRUP ASSEGURADOR "LA CAIXA", A.I.E. 88.8% VIP CARTERA, S.L. 84.2% C.CAPITAL TIC SCR REG.SIMPLIF. 80.6% VIAJES CAJASOL, S.A. 80.0% NAVIERA KURILES AIE 67.5% SALDAÑUELA RESIDENCIAL S.L. 67.0% INVERSIONES ALARIS S.L. 66.7% CIA.ANDALUZA RENTA INV., S.A. 66.6% INVERSIONES COSAN 99 SICAV SA 65.0%

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Company Shareholding PROM.INMOB.EDIFICARTE, S.A. 65.0% TENEDORA DE VEHÍCULOS, S.A. 65.0% RONDA INNOVACION, F.C.R. 62.0% RONDA VIDA, F.C.R. 62.0% INICIATIVAS TURÍSTICAS DE CAJAS, S.A. 60.0% INV.INMOB. OASIS RESORT, S.L. 60.0% INVER. INMOBIL. TEGUISE RESORT 60.0% HABITAT 2018, S.L. 55.6% CAIXA INNVIERTE INDUSTRIA, SCR 52.2% MENACHA DOS, S.A.U. 51.0% RIOSEVILLA 98 51.0% ARENA COMUNICACIÓN AUDIOVISUAL, S.L. 50.0% CUBICAN CIPSA, S.L. 50.0% CUBICAN INFEMA, S.L. 50.0% CUBICAN XXI, S.L. 50.0% DESARROLLOS ALBERO, S.A. 50.0% GP BRASIL, SERV.PAGAMENTOS S.A 50.0% INFORMATICA Y DESARROLLO 50.0% KANTEGA DESARROLLOS INMOBILIARIOS, S.A. 50.0% MONTEALCOBENDAS, S.L. 50.0% PETIZAR ATIBEL, S.L. 50.0% TELEFÓNICA CONSUMER FINANCE, E.F.C., S.A. 50.0% URBANIZADORA EXPERIENCIA INMOBILIARIA, S.L. 50.0% VITALIA BAHIA, S.L. 50.0% VITALIA COSTASOL, S.L. 50.0% VITALIA MAIRENA, S.L. 50.0% VITALIA RINCONADA, S.L. 50.0% VITALIA SUR, S.L. 50.0% VIVIENDA PROTEGIDA Y SUELO DE ANDALUCÍA, S.A. 50.0% INVERSIONES FINANCIERAS AGVAL, S.L. 50.0%

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ANNEX IV

Early termination clause in agreements on the provision of Intra-Group Services

Agreements on the provision of Intra-Group Services must include an early termination clause that follows the specimen wording set out below:

“Each party may terminate this agreement by providing 9 days’ advance notice if the Fundación

Bancaria Caixa d’Estalvis i Pensions de Barcelona, ”la Caixa” ceases to have effective control

over CaixaBank, S.A. according to the terms of the internal relations protocol signed by those

entities on [•] [•] 2014. In that event, the parties will agree in good faith on any break costs that

may be caused by the early termination for each party.”