Internal Code of Conduct for Treasury Shares Transactions of CaixaBank, S.A. and Group Companies

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1 Internal Code of Conduct for Treasury Shares Transactions of CaixaBank, S.A. and Group Companies

2 TITLE 1. SCOPE OF APPLICATION OF INTERNAL CODE AND TREASURY SHARE TRANSACTIONS 3 Article 1. Scope of application of Internal Code 3 Article 2. Guiding principles of treasury share transactions 3 Article 3. Approval and execution of treasury share transactions 4 Article 4. Personnel entrusted with treasury share management 4 Article 5. Externalization of treasury share transactions 5 TITLE II. SYSTEM OF TREASURY SHARE TRANSACTIONS BY CAIXABANK AND GROUP COMPANIES CARRIED OUT TO ENSURE STOCK LIQUIDITY AND THE SHARE PRICE STABILITY 6 Article 6. Timing 6 Article 7. Price 6 Article 8. Volume 6 Article 9. Suspension of trading 7 TITLE III. TRANSPARENCY AND PRESERVATION OF RECORDS 7 Article 10. Market information 7 Article 11. Preservation of records on treasury share transactions 7 TITLE IV. COMPLIANCE AND ENFORCEMENT OF THE INTERNAL CODE 7 Article 12. Compliance with the Internal Code 7 2

3 TITLE 1. SCOPE OF APPLICATION OF INTERNAL CODE AND TREASURY SHARE TRANSACTIONS Article 1. Scope of application of Internal Code 1. The provisions of this Internal Code of Conduct for Treasury Share Transactions of CaixaBank (the Internal Code ) shall apply to transactions directly or indirectly made by CaixaBank, S.A. ( CaixaBank or the Company ), or by companies in its Group, with securities or financial instruments specified in the following paragraph. For the purposes of this Internal Code, the CaixaBank Group shall be understood to comprise CaixaBank and those companies which are, in relation to CaixaBank, in any of the situations envisaged in article 42 of the Spanish Code of Commerce. 2. The scope of application of this Internal Code shall include transactions involving shares in the Company or financial instruments or contracts of any kind that carry a purchase right. Article 2. Guiding principles of treasury share transactions 1. Treasury share transactions in the CaixaBank Group must have a legitimate purpose and may never seek to manipulate the free formation of the CaixaBank share price on the market. Legitimate purposes shall include, though not be limited to, the following: (a) The objectives envisaged in Commission Regulation (EC) No 2272/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buyback programmes and stabilisation of financial instruments ( Regulation 2272/2003 ), Circular 3/2007 of December 19 of the Comisión Nacional del Mercado de Valores (the Spanish securities market regulator, CNMV ) on Liquidity Contracts for their acceptance as market practice, and any others considered market practices accepted by the CNMV pursuant to Royal Decree 1333/2005 of November 11 implementing Securities Market Law 24/1988 of July 28 in respect of market abuse. (b) To enhance liquidity in trading and regularity in trading CaixaBank shares or preventing price changes not caused by market trends. (c) To implement CaixaBank s shareholder remuneration policy through buybacks of shares on the market and their subsequent redemption or distribution to Company shareholders. (d) To enable access by CaixaBank to the securities it requires to fulfil obligations to deliver treasury shares in respect of options provided to personnel, securities exchangeable for shares, corporate acquisitions, dividend reinvestment programs or other transactions. Furthermore, holding treasury shares will allow the Company to actively manage the shares it acquires through corporate transactions. 2. Treasury share transactions by the CaixaBank Group shall be executed in conditions that ensure neutrality in the free price formation of CaixaBank shares in the market. In particular, any of the conducts specified in article 83 ter 1 of the Securities Market Law, article 2 of Royal Decree 1333/2005 of November 11, implementing the Securities 3

4 Market Law in respect of market abuse ( RD 1333/2005 ) and article 8 of the Internal Code of Conduct, shall be avoided. 3. Treasury share transactions by the CaixaBank Group may, under no circumstances, be carried out on the basis of insider information, which is understood pursuant to article 81 of the Securities Market Law, article 1 of RD 1333/2005 and article 8 of the Internal Rules of Conduct. 4. Management of treasury shares shall be totally transparent in dealings with supervisors and market regulators. 5. In its treasury share transactions, the CaixaBank Group shall fully observe, in addition to this Internal Code, any other obligations or requirements applicable in prevailing legislation. Article 3. Approval and execution of treasury share transactions 1. The Board of Directors of CaixaBank shall approve the general policy to be followed by the Company in matters of treasury shares pursuant to article 4.3 of the Regulation of the Board of Directors of CaixaBank as per any authorizations granted by the shareholders in General Meeting. 2. The Company s treasury share transactions shall be executed by the separate area specified in article 14 of the Internal Rules of Conduct and regulated in this Internal Code (the Separate Area ). To this effect, the Separate Area shall perform the following functions: (a) Manage treasury shares in accordance with the limits and conditions established by the Board of Directors and the shareholders in General Meeting, as well as with the provisions of this Internal Code. (b) Monitor the securities market price of Company shares specified in article one, paragraph two, above. (c) Execute mandates issued by the Board of Directors, the Chairman or the CEO in relation to specified objectives that carry price, volume or time restrictions. (d) Maintain a file, updated on a daily basis, of all the purchases and sales ordered and executed by the Company involving the Company's own shares and financial instruments specified in article one, paragraph two above, accompanied by all information necessary to comply with all reporting obligations required in prevailing legislation. Transactions effected by other CaixaBank Group companies shall be added to this file as soon as the transactions are reported to the General Secretary s Office, the Board of Directors of the Company or persons in the Separate Area. (e) Report regularly to the Board of Directors, the Monitoring Body or the General Secretary s Office on transactions with treasury shares carried out. 3. The Separate Division may carry out treasury share transactions internally or externally under the conditions of article 5 of the Internal Code, subject to the limits established by the Board of Directors and the General Assembly of CaixaBank. Article 4. Personnel entrusted with treasury share management 1. The Monitoring Body of CaixaBank shall monitor the specific individuals in the Separate Division to take charge of treasury share management subject to the limits and conditions established by the Board of Directors and any buyback programs approved by the Board of Directors. 4

5 2. Personnel of the Separate Area shall adhere to the Internal Code of Conduct. 3. Personnel in the Separate Area may not have access to any insider information generated within the CaixaBank Group. To that end, the necessary measures shall be in place at all times to ensure the existence of effective barriers to information between individuals in the CaixaBank Group responsible for handling insider information directly or indirectly related to the Company and the individuals of the Separate Area. These measures shall consist of at least the following: (a) At all times, individuals entrusted with managing treasury shares shall work in areas that are, to the extent possible, distinct and physically separated from individuals in other departments that regularly handle insider information. (b) Individuals entrusted with managing treasury shares may not be members of the Monitoring Body, in view of the responsibilities regarding insider information assigned to the Monitoring Body in the Internal Rules of Conduct. (c) At all times, specific IT restrictions shall be implemented to prevent access to files containing insider information by individuals entrusted with managing treasury shares. (d) Individuals entrusted with managing treasury shares do not and may not participate in internal processes, whether recurring or non-recurring, that require handling of insider information, including at least the following: (i) preparation of individual and consolidated annual financial statements or periodic financial reporting of CaixaBank and its Group, and (ii) in general, preparation of projections on the future financial performance of the Group. This shall not preclude members of the Separate Area from carrying out information and reporting activities, provided these activities do not entail access to insider information. This shall include general or specific macroeconomic and market analysis and the preparation of reports or documents on these matters for the CEO, the Management Committee, the Board of Directors and Board Committees, or shareholders and investors. Frequent interaction is also allowed with individuals in different areas of CaixaBank, such as the finance or investor relations areas, for the preparation of specific studies on shares and market performance, provided this does not involve gaining access to insider information. 4. If, in spite of the above precautions, any of the individuals entrusted with managing treasury shares should become aware of any insider information relating to the CaixaBank Group, the individual must refrain from executing, ordering or participating in the decision-making processes for treasury share transactions and report this fact immediately to the General Secretary s Office. The individual s superior shall take the appropriate measures, which may include temporarily suspending the individual in question from participating in functions related to treasury shares. Article 5. Externalization of treasury share transactions 1. Should the Board of Directors so authorize, management of treasury share transactions of the CaixaBank Group may be entrusted to an investment company or credit institution pursuant to the terms of CNMV Circular 3/2007 of December 19 on Liquidity Contracts for their acceptance as market practice. 2. Further, the Separate Area may execute transactions with treasury shares through financial intermediaries that shall act in accordance with instructions given by the 5

6 Separate Area, subject to the regulations set out in the Internal Rules of Conduct and this Internal Code. TITLE II. SYSTEM OF TREASURY SHARE TRANSACTIONS BY CAIXABANK AND GROUP COMPANIES CARRIED OUT TO ENSURE STOCK LIQUIDITY AND THE SHARE PRICE STABILITY Article 6. Timing 1. The Company shall seek to execute treasury share transactions during normal hours of trading in the continuous market (Spanish electronic trading system), notwithstanding the possibility of transactions in the course of the block market or after closing in accordance with the rules governing special share operations. 2. The Company may not simultaneously maintain buy and sell orders for its own shares. Article 7. Price 1. In transactions executed as general trades on the continuous market, the Company shall seek to ensure that the purchase price of shares does not exceed the higher of the following: (i) the price of the last independent transaction completed, or (ii) the independent purchase offer for the highest price prevailing at the time the order is issued. 2. Further, the Company will seek to ensure that the selling price of shares is not below the lower of the following: (i) the price of the last independent transaction completed, or (ii) the lowest independent sale offer available at the time the order is issued. 3. In opening auctions and any closing auctions, the Company shall seek to formulate purchase orders at a price equal to or below the higher of the following: (i) the price of the independent transaction immediately prior to the start of the auction, or (ii) the highest price available among independent purchase offers at the time the order is issued. 4. In opening auctions and any closing auctions, the Company shall seek to formulate sales orders at a price equal to or above the lower of the following: (i) the price of the independent transaction immediately prior to the start of the auction or (ii) the lowest price available among independent sales offers at the time of the order is issued. Article 8. Volume 1. Treasury share transactions in the previous twenty (20) days must not represent more than twenty five per cent (25%) of the volume traded in the previous twenty (20) trading days. Additionally, treasury share transactions carried out each day should not exceed 25% of the volume traded in that day. 2. Calculation of the aforementioned limits shall not take into account the following transactions: (a) Those arising from public offerings or takeover bids (b) Special transactions (c) Block trades, except where the counterparty is a market risk hedge entered into by the Company 6

7 3. Notwithstanding the above, the limits set out in previous sections of this article may be exceeded on an exceptional basis in isolated sessions when justified by the prevailing circumstances, and providing that proper advance notice has been submitted to the CNMV and the latter has made no objections. The Board of Directors must authorize or ratify any excesses over the limits envisaged in this article. Article 9. Suspension of trading Treasury share transactions must be immediately suspended in the following periods, unless they have the objective envisaged in the article two, paragraph one d) of this Internal Code: (a) During the lifetime of buyback programs and stabilization of financial instruments envisaged in Commission Regulation (EC) No 2273/2003, except for transactions pursuant to the same buyback programs and stabilization of financial instruments. (b) During the period between the publication date of the announcement and the end of a takeover bid for CaixaBank shares. (c) In any other period indicated by the Monitoring Body, by imperative of applicable laws or in view of prevailing circumstances. TITLE III. TRANSPARENCY AND PRESERVATION OF RECORDS Article 10. Market information CaixaBank shall promptly provide the market with any information required by prevailing legislation and its own internal rules regarding treasury share transactions, specific programs for share buyback approved by the Board of Directors, and treasury share transactions of the CaixaBank Group. Article 11. Preservation of records on treasury share transactions CaixaBank shall keep records on all treasury share transactions during the period required by prevailing legislation. TITLE IV. COMPLIANCE AND ENFORCEMENT OF THE INTERNAL CODE Article 12. Compliance with the Internal Code 1. The Monitoring Body shall adopt the necessary measures to foster awareness of this Internal Code among individuals affected by it and to ensure compliance with the provisions set out herein. The Committee shall also resolve any issues regarding its interpretation and application. 2. The Monitoring Body may ask individuals in the Separate Area for any data and information it deems necessary to perform its duties. 7

8 3. Failure to comply with this Internal Code shall give rise to the consequences envisaged in prevailing legislation. 8

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