Bankia S A : Report of the Remuneration Committee for 2020.

C O N T E NT S

A. REGULATIONS OF THE REMUNERATION COMMITTEE 1

B. COMPOSITION 2

C. FUNCTIONS AND TASKS PERFORMED IN 2020 5

1. REMUNERATION POLICY FOR DIRECTORS AND SENIOR MANAGERS ................... 7

2. ANNUAL REMUNERATION REPORT AND ANNUAL CORPORATE GOVERNANCE

REPORT ........................................................................................................................... 9

3. OTHER MATTERS ADDRESSED BY THE REMUNERATION COMMITTEE ............... 10

A. REGULATIONS OF THE REMUNERATION COMMITTEE

Article 529 terdecies of the 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 with regards to 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 2014 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 2019, Spain's securities regulator, the Spanish National Securities Markets Commission (Comisión Nacional del Mercado de Valores; CNMV), published 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 include advice that remuneration 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 Remuneration 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, evaluations of the Committee, and reports and proposals to issue.

Section 11 of CNMV Technical Guide 1/2019 states that the contents of the Remuneration Committee's report, which is due to 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 every year, and recommends the contents of the report to be published for this purpose.

The report on the functioning and activities of Bankia's Remuneration Committee for 2020 has been prepared in accordance with the instructions of 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 Remuneration Committee, this 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 Committee's members and following an invitation from the Committee's Chairman.

At present, the Lead Director does not have a seat on the Remuneration Committee. Instead, it has been decided to name in his place a likewise independent director member of the Risk Advisory Committee that examines matters relating to fulfilment of objectives, such as collaborating in establishing rational remuneration practices and policies, ensuring that the incentives policy envisaged in the remuneration system takes into consideration risk, capital, liquidity and the likelihood and timing of the profits, or submitting to the Board of Directors proposals on remuneration, including those that have implications for risks and risk management in the Company, that must be adopted by the Board of Directors, taking into account the long-term interests of shareholders, investors and other stakeholders in the Company.

Members of the Remuneration 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 group having knowledge and experience in the following areas:

• a) corporate governance;

• b) strategic analysis and evaluation of human resources;

• c) performance of senior management functions, and

• d) design of remuneration policies and plans for directors and senior managers

The Board of Directors shall ensure that the Committee has a diverse composition with regards to gender, professional experience, skills, personal capabilities and sector knowledge.

The Committee shall be chaired by an independent director, appointed by the Board of Directors, who shall have prior experience in comparable companies by size or complexity, as a member of remuneration committees, as an executive director or as a member of the senior management team.

The Chairman of the Committee must be replaced every four years, but may be re-elected one or more times for additional four-year periods.

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