Bankia S A : Report of the Appointments and Responsible Management Committee for 2020

C O N T E NT S

• A. REGULATIONS OF THE APPOINTMENTS AND RESPONSIBLE MANAGEMENT

  COMMITTEE ......................................................................................................................... 2

• B. COMPOSITION ..................................................................................................................... 3

• C. FUNCTIONS AND TASKS PERFORMED IN 2020 .............................................................. 6

  1. ANNUAL VERIFICATION OF DIRECTORS' CHARACTER ........................................... 10

  2. REPORTS ON APPOINTMENTS ................................................................................... 11

  3. DIRECTORS AND SENIOR MANAGERS SELECTION POLICY . ................................. 15

  4. SUITABILITY EVALUATION PROCEDURE ................................................................... 15

  5. RESPONSIBLE MANAGEMENT .................................................................................... 17

  6. SUCCESSION PLANS .................................................................................................... 18

  7. ANNUAL TRAINING PLAN AND NEW MEMBERS TRAINING PLAN OF THE BOARD

  OF DIRECTORS ............................................................................................................ 18

  8. ANNUAL CORPORATE GOVERNANCE REPORT ....................................................... 19

  9. OTHER MATTERS ADDRESSED BY THE COMMITTEE .............................................. 19

• D. MEETINGS AND ATTENDEES .......................................................................................... 22

• E. EVALUATION ..................................................................................................................... 23

• F. INFORMATION ABOUT THE PRACTICAL GUIDES BEING FOLLOWED ...................... 24

• G. SIGNIFICANT VARIATIONS .............................................................................................. 24

• H. CONCLUSIONS .................................................................................................................. 25

• I. DATE OF THE REPORT AND SUBMISSION DATE TO THE BOARD OF DIRECTORS 26

A. REGULATIONS OF THE APPOINTMENTS AND RESPONSIBLE MANAGEMENT COMMITTEE

Article 529 terdecies of the Spanish Corporations Act states that listed public limited companies must create at least one committee, or two separate committees, for appointments and remuneration, which are governed by article 529 quindecies in terms of their composition, functioning and competencies.

The Appointments and Remuneration Committee of Bankia was formed on 16 June 2011 by resolution of the Company's Board of Directors. On 22 October 2014, as a consequence of the entry into force of Law 10/2014 of 26 June on the ordering, supervision and solvency of credit institutions, the Board of Directors resolved to disband the Appointments and Remuneration Committee and set up two separate committees: an Appointments Committee and a Remuneration Committee.

In February 2016, the Board of Directors Regulations were amended with the aim, amongst others, of assigning to the Appointments Committee authority for the monitoring, review and evaluation of the Company's Corporate Social Responsibility Policy, also changing the name of the Committee to the Appointments and Responsible Management Committee.

In February 2019, Spain's securities regulator, the Spanish National Securities Markets Commission (Comisión Nacional del Mercado de Valores; CNMV), published the Technical Guide 1/2019 on Appointments and Remuneration Committees, which contains the basic operating principles and a series of criteria and good practices for these committees. The recommendations of the CNMV's Technical Guide included advice that appointments committees should have their own regulations approved by the Board of Directors.

To comply with this recommendation, on 24 July 2019 Bankia's Board of Directors approved the Regulations of the Appointments and Responsible Management Committee which, among other matters, included the following: basic operating principles, composition, requirements for appointing its members, competencies, rules governing its functioning, responsibilities and assigned functions, the resources at its disposal, assessments of the Committee, succession plans and reports, and proposals to issue.

Section 11 of the CNMV Technical Guide 1/2019 states that the contents of the appointments committee's report, which must be published on the website sufficiently in advance of the Annual General Meeting, must allow shareholders and other stakeholders to understand the activities carried out by the Committee during each year, and recommends the contents of the report to be published for this purpose.

In June 2020, the Board of the CNMV approved the revised Code of Good Governance of Listed Companies, which included measures to strengthen the role of the Board of Directors' committee responsible for overseeing compliance with the Company's policies and rules on environmental and social matters and on corporate governance.

In response to the amended Code of Good Practice, the Company's Board of Directors agreed, at its meeting held on 23 December 2020, to amend the Regulations of the Appointments and Responsible Management Committee to expressly reflect the new recommendations, thereby making them obligatory for the Company.

The report on the functioning and activities of Bankia's Appointments and Responsible Management Committee for 2020 has been prepared in accordance with the instructions of the CNMV Technical Guide 1/2019 and in line with best corporate governance practices.

B. COMPOSITION

In accordance with the Company's Bylaws, the Board of Directors Regulations and the Regulations of the Appointments and Responsible Management Committee of Bankia, the Committee shall be made up of non-executive directors, with the majority being independent directors, one of whom must be the Lead Director, with a minimum of three and a maximum of five directors, notwithstanding the attendance of other directors, including executives, senior managers and any other employee, when this is expressly agreed by the members of the Committee and following an prior invitation from the Committee's Chairman.

The members of the Appointments and Responsible Management Committee are appointed by the Board of Directors, taking into account their knowledge, skills and experience and the functions of the Committee, with the Committee's members as a whole having knowledge and experience in the following areas:

• a) corporate governance;

• b) strategic analysis and evaluation of human resources;

• c) selection of directors and managers, including evaluation of the suitability requirements that may be necessary pursuant to the regulations that apply to the Company; and

d)performance of senior management functions.

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