Culpa exclusiva de la víctima

shareholder remuneration

At the Ordinary Annual General Meeting of May 19, 2010, shareholders approved the distribution of a dividend of €0.06 per share against reserves, up to a maximum amount of €201,773 thousand. On March 1, 2011, the dividend was paid to shareholders, for a total amount of €201,099 thousand, including treasury shares.

CaixaBank’s shareholder remuneration policy will continue to entail quarterly dividend payments, in March, June, September and December. A new Optional Scrip Dividend remuneration scheme was approved at the Annual General Meeting of May 12, 2011. Under this program, in certain quarters shareholders can choose between the following three options:

a) Receive shares via a scrip issue;

b) Receive cash from the market sale of the rights allocated in the issue; or

c) Receive cash from the sale to CaixaBank, at a price fixed by it, of the rights allocated during the capital increase. Shareholders may also combine these three options, at their discretion.

Approval was also given at the Ordinary Annual General Meeting of May 12, 2011, for the purpose of conforming to this shareholder remuneration scheme, to carry out capital increases of up to €172,100 thousand, €229,200 thousand and €232,100 thousand and to delegate powers to the Board of Directors to establish the conditions of the capital increase. This delegation can be executed for a period of one year from the date of the adoption of the resolution by the Annual General Meeting.

On June 27, 2011, the Board of Directors initiated the first dividend process under the Optional Scrip Dividend program, which ended in July with the issue of bonus shares to be delivered to shareholders who opted to receive shares, and payment of the predetermined price to shareholders who opted to receive cash. At the Board of Directors meeting held September 22, 2011, approval was given for the second dividend in this program, which ended October with the related capital increase and cash payment.

These two dividends had an impact on reserves equivalent to the capital increases required for delivery to shareholder who chose that option (€34,249 thousand and €68,560 thousand for the first and second dividends, respectively) and the cash payment to shareholders who opted to sell their rights (€9,063 thousand and €4,157 thousand for the first and second dividends, respectively).

On November 17, 2011, the Board of Directors agreed to distribute an interim dividend charged against 2011 profit of €0.06 per share. This dividend was paid on December 27, 2011.

In addition, on December 15, 2011, the Board of Directors, in line with its quarterly shareholder remuneration program, announced a €0.06 per share dividend payable on March 27, 2012.

Dividends

Thousands of Euros

Euro per share Initial amount _{of announcement}Date Payment date

Dividends paid from reserves or share premium

Dividend 0.060 201,099 25-02-2010 01-03-2011

Optional scrip dividend program(*) 0.051 171,507 27-06-2011 20-07-2011

Optional scrip dividend program(*) 0.060 226,293 22-09-2011 18-10-2011

Dividends paid from profits:

Third interim dividend – 2010 0.080 267,944 02-12-2010 11-01-2011

First interim dividend – 2011 0.060 226,826 17-11-2011 27-12-2011

Second interim dividend – 2011(**) 0.060 230,406 15-12-2011 27-03-2012

(*) Includes cash paid to shareholders and the fair value of the shares delivered.

(**) Maximum distributable amount: €0.06 per share for a total of 3,840,103,475 shares outstanding. This amount will be reduced depending on the number of treasury shares held at the time of the dividend payment.

earnings per share

Basic earnings per share are calculated by dividing net profit or loss for the period attributable to equity holders of the parent by the weighted average number of shares outstanding during the period, excluding treasury shares. This calculation includes:

• 1, 00 million of mandatory convertible subordinated bonds issued by Criteria in June 2011 (see Notes 1, 3, , 20 and 23).

• 3 , 03, 0 new shares issued under the scope of the reorganization which, for the purposes of calculating the

average weighted number of shares for the period, were considered to have been issued on January 1, 2011 (see “Reorganization of the CaixaBank Group” in Notes 1 and 23).

• 3 ,2 ,2 and , 0, new shares arising from the capital increases carried out for the Optional Scrip

Dividend program in July and October, respectively (see Note 23).

Diluted earnings per share are calculated by dividing the net profit or loss for the period attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding less treasury shares after adjusting for dilutive potential ordinary shares (share options, warrants and convertible bonds).

At December 31, 2011, there were no transactions involving potential ordinary shares that would lead to a difference between basic and diluted earnings per share.

Basic and diluted earnings per share in 2011, as per the consolidated profit of the CaixaBank Group attributable to the parent, are as follows:

Calculation of basic and diluted earnings per share

Thousands of Euros 2011

Numerator

Profit attributable to the Parent 1,053,495

Denominator (thousands of shares)

Average number of shares outstanding(*) 3,327,528

Adjustment for scrip issue at June 30, 2011 374,404

Adjustments for capital increases at July 24, 2011 and October 28, 2011 102,809

Adjustment for issue of the mandatory convertible instruments 159,596

Adjusted number of shares (Basic and diluted earnings per share denominator) 3,964,337

Basic and diluted earnings per share (in euros)(**) 0.27

(*) Number of shares outstanding at the beginning of the year, excluding average number of treasury shares held during the period. (**) Including the individual profit of CaixaBank in 2011, basic and diluted earnings per share would be €0.21.

Basic and diluted earnings per share as per the combined consolidated income statement for 2010, which is shown in note 1.c of the 2011 consolidated financial statements of CaixaBank Group, are as follows:

Calculation of basic and diluted earnings per share

Thousands of Euros 2010

Numerator

Profit attributable to the Parent 1,212,050

Denominator (thousands of shares)

Average number of shares outstanding(*) 3,348,034

Adjustment for scrip issue at June 30, 2011 374,404

Adjustments for capital increases at July 24, 2011 and October 28, 2011 102,810

Adjusted number of shares (Basic and diluted earnings per share denominator) 3,825,248

Basic and diluted earnings per share (in euros)(**) 0.32

(*) Number of shares outstanding at the beginning of the year, excluding average number of treasury shares held during the period.

(**) Criteria CaixaCorp, SA’s basic and diluted earnings per share in 2010 stood at € 0.53, deriving from profit attributable to the parent of €1,822,932 thousand and an average number of shares outstanding of 3,450,844. This denominator factors in adjustments for capital increases retroactively. Including the individual profit of Criteria CaixaCorp, SA for 2010 basic and diluted earnings per share would be €0.33.