Certain tender offers, business combinations and rights offerings, in which the subject company is a foreign private issuer of which less than 10% of its securities are held by U S persons Amendment CB A

Independently of the provisions of section 1 above, the board may appoint a chief executive officer, granting thereto such authority as it deems to be appropriate, to assist and report to the executive chairman regarding the progress of business and the matters within its competence. Board of directors meetings may also be held by videoconference, multiple telephone conference or other such comparable means as may exist in the future, unless 4 directors state their opposition to using them. Under these circumstances resolutions will be deemed to have been adopted at the corporate headquarters. The top 13 mobile game development tools preferred by developers board of directors will be called by individual notice, stating the agenda for the meeting in sufficient detail. Chairman will call the extraordinary meeting within a maximum term of three business days after receipt of the request, to be held within the three following business days, including the agenda items to be considered at the meeting. The directors will be liable to the Company, the shareholders and the creditors of the Company for any damage they cause through acts or omissions contrary to the law or these bylaws, or carried out in violation of the duties inherent in their office.

  • For this purpose, without prejudice to the functions of the Remuneration Committee, the Risk Advisory Committee will monitor the remuneration system’s policy on bonuses to ensure that it gives proper consideration to risk, capital, liquidity and the probability and timing of profits.
  • The Group’s efficiency ratio21 at the end of December 2019 was 56%, compared with 55.5% in December 2018.
  • The secretary of the meeting will prepare minutes of the meeting which, once approved, will be included in the corresponding minutes book.
  • The members of the Risk Advisory Committee are appointed by the Board of Directors, taking into account their knowledge, aptitudes and experience and the Committee’s tasks.
  • A) Assist the Board of Directors in fulfilling its supervisory and decision-making responsibilities in matters of technology with respect to the activities and strategies that affect the Bank’s business, with a cross-disciplinary outlook.
  • The above ratios exceed current minimum regulatory requirements.

The authority delegated to the chairman may be granted by the board of directors by way of power of attorney. When they cannot do so personally, all directors may cast their votes and extend proxies to another director, although non-executive directors may only extend proxies to another executive director. Proxies will be granted on a special basis for the meeting of the board of directors in question. Notice thereof may be given in any of the ways contemplated in the section 2 of the preceding article. With the exception of those matters for which the law establishes a qualified majority, resolutions of the board of directors will be adopted by absolute majority of the directors present at the meeting in person or by proxy. In order to be appointed as a member of the board of directors it will not be necessary to be a shareholder.

Bankia Banca Privada Moderado PP (0P000017AB.F)

In any event, the remuneration of members of the management bodies of the Company will be in accordance with the provisions regarding this matter contained in corporate and banking regulation. The board risk committee, as the body responsible for overall risk management, will evaluate reputation risk within the scope of its activities and decision-making authority. The members of the risk advisory committee will be appointed by the board of directors, taking into account the directors’ knowledge, skills and experience and the committee’s duties. The members of the remuneration committee will be appointed by the board of directors, taking into account the directors’ knowledge, skills and experience and the committee’s duties. The board regulations will develop the rules governing the appointments and responsible management committee contemplated in this article. Managers, those provided by law, and the responsibilities and authority regulated in the board regulations, or such others as the board of directors may attribute thereto.

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The scope of the SRM is identical to the SSM, i.e. one central authority. MREL is set by the Single Resolution Board under the SRM Regulation. After consulting the competent authorities, including the ECB, the Single Resolution Board will set an MREL for each institution that takes account of factors such as, inter alia, its size, funding model, risk profile and contagion risk to the financial system.

Bankia valued at €3.8B in all-share merger deal with CaixaBank

For the historical financial information of the Issuer see section 18.1 of this Universal Registration Document and for the interim financial information of the Issuer see section 18.2 of this Universal Registration Document. There are no significant environmental issues that could affect Bankia’s utilisation of the tangible fixed assets. most profitable investment Bankia does not carry out any polluting activity so has not made any specific investment whatsoever to mitigate the potential environmental impact. Given the nature of its activity, the Bank’s business and profitability are not dependent on patents or licences, industrial, commercial or financial contracts or new manufacturing processes.

¿Cómo se puede invertir en bonos?

Cuando comprás un bono entregás una cantidad de dinero (el capital de la operación) a la entidad emisora del bono, la cual se compromete a devolver el capital al final del plazo establecido junto a un tanto por ciento de interés (el beneficio que obtendrás de esta operación).

Once the resolution has been submitted to vote and the votes have been tabulated, the chairman will declare the result, if applicable stating that the resolution has been validly adopted. C) to excuse the aforesaid shareholder from the obligations deriving from the duty of loyalty legally established for directors. Those attending the general meeting will be entitled to one vote for each share they hold or represent. Non-voting shares will have this right under the circumstances contemplated by law. A remote vote referred to in this article will be invalidated by physical attendance of the shareholder that cast it at the meeting or transfer of the shares known to the Company.

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Notwithstanding the fact that as of 30 June 2020 the Bankia Group was not highly dependent on wholesale funding, in the current economic context and in view of new developments that could affect the market, the Bankia Group’s funding structure could change and, consequently, dependence on wholesale funding could be greater. However, as of 30 June 2020 the Bankia Group had a comfortable debt repayment profile, since the maturities of issues in 2020 and 2021 represented only 10% of the Group’s total issues. Furthermore, the business of the BFA-Bankia Group, its financial position and its results of operations could be affected by other claims which may be brought in relation to compliance with the former restructuring plan of the BFA-Bankia Group, which was approved by the Bank of Spain and the European Commission on 27 and 28 November 2012 and which terminated in December 2017. As at the date of this Universal Registration Document, the most relevant legal and regulatory proceedings in which the Bankia Group is involved are those described in section 18.6 of this Universal Registration Document.

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In addition, the Strategic Plan envisaged a possible increase in revenue generation, mainly in net interest income and fees, as the integration of BMN, the leading franchise in regions where Bankia had little presence, would provide a significant increase in scale and in the customer base in these areas. The technological integration of processes and transactions was completed on 19 March 2018. On 31 August 2012, the financial statements of BFA, Bankia and their respective consolidated Groups for the first half of 2012 were published, reporting a net loss as a result of the provisions and write-downs made under the BFA-Bankia Group’s financial restructuring and recapitalisation plan. That restructuring plan was presented to the Bank of Spain on 28 June 2012 and was amended on 8 August 2012.

In any case, directors will notify the Board of Directors of any direct or indirect conflict which they themselves or persons related to them may have with the interests of the Company. For these purposes, persons related to directors will be deemed to be those indicated in article 231 of the Corporations Act. B) Not to use the Company’s name or their status as directors to unlawfully influence the execution of private transactions. In 2004 he joined Caja de Ahorros de Ávila as head of organisation, a position he held until 2009, when he became head of integration.


She is also chair of the Asociación para el Progreso de la Dirección and a member of the Board of Trustees of Fundación Adecco and the advisory board of ISS in Spain. He began his professional activity in the industrial sector, in the company Fraymon, and from there entered the financial sector through Banco Atlántico. In 1976 he joined Caja de Ahorros de Murcia and in 1983 was appointed CEO of Caja de Ahorros de Murcia and in 2008, chairman. Since June 2008 he has been chairman of Fundación Caja Murcia, of which he had been vice-chairman since it was first created in 2001.

The loss reported at the end of 2018 amounted to €155 million compared with €115 million for 2017 as the results of the earlier year included a gain of €47 million arising from the deferred payment for the sale of Globalvia. Operating income and expenses produced a net margin before provisions of €1,498 million in 2018, €459 million (+44.2%) more than reported in 2017. On a like-for-like basis, had a full year of BMN results been included in 2017, net income before provisions would have decreased by an estimated 9.1%. At the end of 2018 the Bankia Group reported profits attributable to the parent company of €703 million, €199 million more than for 2017 (+39.4%).


Shareholders casting remote votes, on the terms indicated in this article, will be deemed to be present for purposes of the quorum for the meeting in question. As a result, appointments of proxies made by them before the vote will be deemed to be revoked, and proxies granted subsequently will be taken not to have been extended. In order to cast votes by mail, shareholders must complete the corresponding section of the attendance card provided to them, and arrange for it to reach the Company’s domicile before midnight of the third day prior the day set for holding the meeting on first call. The chairman of the general meeting has authority to specify the system of voting he deems to be most appropriate, and lead the corresponding process.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the proposed transaction, since the companies are located in Spain and some or all of their officers and directors are residents of Spain. You may not be able to sue the companies or their officers or directors in a Spanish court for violations of the U.S. securities laws. Finally, it may be difficult to compel the companies and their affiliates to subject themselves to a U.S. court’s judgment. Spain’s CaixaBank SA and Bankia SA have reached an all-share merger agreement to create the country’s third-largest banking group with €664.03 billion in assets. A number of limitations were imposed as a result of having received state aid. Shareholders had to share part of the burden of the capital injection, the balance sheet had to be reduced, dividends were restricted until 2014, and both the branch network (-39%) and workforce (-28%) had to be reduced.

In particular, it will see to it that the remuneration of external directors is sufficient to compensate them for the dedication, qualification and responsibility required to serve in the position. The board risk committee will have operational authority and, therefore, may adopt the corresponding decisions within the scope of authority delegated by the board. The board regulations will develop the rules governing the risk advisory committee contemplated in this article. The board of directors may validly meet when a majority of its members attend the meeting, personally or by proxy, at the place contemplated in the call. The board also may validly meet without need of a call if the holding of the meeting is unanimously accepted by those present in person or by proxy.

Alantra advised Banco de Crédito e Inversiones on the acquisition of City National Bank of Florida

The secretary of the meeting will prepare minutes of the meeting which, once approved, will be included in the corresponding minutes book. The vote on proposals regarding points included in the agenda may be delegated by the shareholder by mail or electronic correspondence or by any other remote method of communication, provided the identity of the person delegating its voting right and the security of the electronic communications. If the list of attendees does not appear at the beginning of the minutes of the general meeting, it will be attached thereto in the form of an annex signed by the secretary, with the approval of the chairman.

¿Cuál es la diferencia entre las acciones ordinarias y preferentes?

Las acciones preferentes forman parte del capital social de la compañía, pero no otorgan a sus titulares derechos políticos. La principal característica diferenciadora con las acciones ordinarias es que conceden a sus adquirentes un derecho preferente en el reparto de beneficios y en la liquidación de la sociedad.

The holders of such securities who accepted the repurchase offer would therefore undertake to reinvest the repurchase price in newly issued ordinary shares of Bankia. The repurchase price was paid in four instalments and involved the issuance of 261,391,101 Bankia shares in total. Calculated as the sum of the gains or losses obtained from management of portfolios of financial assets and liabilities and accounting hedges, as these are shown in the income statement. Calculated as the sum of the gains or losses obtained from the management of portfolios of financial assets and liabilities and accounting hedges, as these are shown in the income statement. In the current environment, with low interest rates, Bankia maintains a balance sheet structure with greater sensitivity to interest rate increases on the liabilities side than on the assets side. Inadequate management of interest rate risk by the Group could have an adverse effect on the business, results and its financial situation.

  • Shareholders in default on the payment of pending contributions will be entitled to attend general meetings, but will not be entitled to exercise their right to vote.
  • Net gains on financial assets and liabilities27 totalled €130 million, 6.8% less than at June 2019, because of the lower volume of sales of fixed-income securities in the first six months of the year.
  • The Commission will receive adequate funding for that purpose.
  • The executive committee will have permanently delegated to it such legally delegable authority of the board of directors as it resolves to delegate to it.
  • An additional source of funding is however available if shareholder and bank creditor contributions prove insufficient.

However, during the first half of 2020, shares were allocated to Messrs. Goirigolzarri, Sevilla and Ortega in an amount equivalent to 25% of the annual variable remuneration accrued to them in 2016. The figure for the variable remuneration earned by Messrs. Goirigolzarri, Sevilla and Ortega in 2019 is awaiting the authorisations and approvals required under applicable law. On 26 March 2019, Carlos Egea Krauel resigned from his executive position while remaining a member of Bankia’s Board of Directors. The effects of this resignation from executive office were as provided for in the service agreement entered into between Bankia and Mr. Egea Krauel, who as of 28 June 2019 has the status of “other non-executive director”. The amounts shown relate to the period from 1 January to 27 June 2019 as an executive director and from 28 June to 31 December 2019 as a non-executive director.

The deadline for the privatisation of Bankia was end-2019, however, in December 2018 the Government decided to postpone the privatization until end-2021. Directors appointed before 1 January 2014 may complete their current terms even if they exceed the maximum duration set forth in article 39 of the bylaws. If, the Company having been extinguished and its entries in the Mercantile Register having been cancelled, new corporate assets or liabilities appear, the provisions of applicable legislation will apply.

With regard to the leverage ratio, as can be seen in the following tables, the Bankia Group exceeds the minimum requirement of 3% established by the EU Banking Reforms. At the end of 2017, the merger with BMN increased exposure by approximately €35,200 million. The Bankia Group has 6 trading strategies every trader should know 2020 also improved the risk profile of its portfolio, with a positive impact on risk-weighted assets. With these issues, Bankia maintains coverage of the minimum requirement demanded by the supervisor as part of Pillar I (1.5% of Tier I capital over risk-weighted assets by 2020).

The impact of the integration of BMN was -283 CET 1 phase-in basis points and -322 basis points at the Total Capital phase-in level (mainly due to capital increase, restructuring costs and 16,699 million of RWA from integration of BMN on the balance sheet. The total capital phase-in ratio increased by 25 basis points in the first half of 2020 to 18.34%, mainly due to the decrease in risk-weighted assets mentioned above. Also, on 23 January 2020 Bankia signed a contract of sale with Helvetia Schweizerische Versicherungsgesellschaft AG for its shareholding in Caja de Seguros Reunidos, Compañía de Seguros y Reaseguros, S.A.

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