CaixaBank : Scrip dividend amendment

November 22, 2016 at 03:23 am

With regard to the significant event dated 17 November

2016 (registry number 244,881), related to the decision

of the Board of Directors to remunerate with 4 euro

cents per share through the flexible remuneration

program "CaixaBank Dividendo/Acción", in the context

of the implementation of the free-of-charge share capital

increase approved by the Ordinary General

Shareholders' Meeting of 28 April 2016, CaixaBank,

S.A. informs that it has noticed a material error in the

number of free allotment rights needed to receive one

new share set forth in the informative document that is

enclosed to the mentioned significant event, as well as

in the capital increase announcement published in the

Official Bulletin of the Commercial Registry ("Boletín

Oficial del Registro Mercantil") on 21 November 2016.

On the basis of the decision of the Board of Directors

that the price of each free allotment right pursuant to the

undertaking to acquire the free allotment rights is 4 euro

cents, the correct number of free allotment rights

needed to receive one new share is 72 instead of 64.

Consequently the amount of the alternative option is

240,000,000 euros (instead of 270,000,000 euros) and

the maximum amount of shares to be issued in the

capital increase is 82,086,703 (instead of 92,347,541).

Further, CaixaBank has waived 68 (instead of 60) free

allotment rights.

A revised version of the informative document dated 17

November 2016 regarding the capital increase charged

to reserves is enclosed for purposes of article 26.1.e) of

Royal Decree 1310/2005, of 4 November, as well as a

further version of this document with the amendments

marked.

The remaining terms of the mentioned significant event

dated 17 November 2016 remain unaltered.

Barcelona, 21 November 2016

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© Caixabank, S.A., Barcelona, 2016 2

INFORMATIVE DOCUMENT

CAPITAL INCREASE CHARGED TO RESERVES

CAIXABANK, S.A.

17 November 2016

THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH ARTICLE 26.1.E) OF

ROYAL DECREE 1310/2005

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© Caixabank, S.A., Barcelona, 2016 3

1. OBJECT

The Ordinary General Shareholders' Meeting of CaixaBank, S.A. ("CaixaBank",

or the "Company") held on 28 April 2016 resolved, under item nine of its agenda,

to increase the share capital of CaixaBank, with full charge to an unavailable

reserve funded with reserves of article 303.1 of Royal Legislative Decree 1/2010,

of 2 July, by means of which the consolidated Spanish Capital Corporations Law

was passed ("Spanish Capital Corporations Law"), in an amount to be

determined in accordance with the terms and conditions set out in the resolution

(the "Increase"), delegating the execution of the Increase to the Board of

Directors, with authority to delegate in turn to the Executive Committee, pursuant

to article 297.1.a) of the Spanish Capital Corporations Law. The Board of

Directors held on 17 November 2016 has decided upon the matters pending

determination in relation to the Increase, that is, principally, the maximum amount

of shares to be issued, the number of free allotment rights needed to receive one

new share and the final price for the rights-purchase undertaking.

In accordance with article 26.1.e) of Royal Decree 1310/2005, of 4 November, the

preparation and publication of a prospectus related to the admission to listing of

the shares issued as a consequence of the execution of the Increase will not be

necessary "provided that a document is made available containing information on

the number and nature of the shares and the reasons for and details of the offer".

This informative document is aimed at providing the above mentioned information

on the Increase. This document constitutes that to which article 26.1.e) of Royal

Decree 1310/2005 of 4 November refers to, which makes the preparation and

publication of a prospectus related to the admission to listing of the shares issued

as a consequence of the execution of the Increase not necessary. This informative

document is available at the Company's website (www.caixabank.com) and the

Spanish Securities Market Commission's web page (www.cnmv.es).

2. PURPOSE OF THE INCREASE: "CAIXABANK

DIVIDENDO/ACCIÓN" PROGRAM

The Increase serves as an instrument for the shareholder-remuneration program

named "CaixaBank Dividendo/Acción". This program allows shareholders to opt

between receiving newly issued CaixaBank shares or an amount in cash equivalent

to 0.04 Euro per share. The "CaixaBank Dividendo/Acción" program is similar to

other programs implemented in the past by other international banks and industrial

corporations. With it, the Company's shareholders benefit from more flexibility,

since they will be able to adapt their remuneration to their preferences and

personal situation.

"CaixaBank Dividendo/Acción" program works as follows. Each shareholder will

receive a free allotment right for every CaixaBank share held. These rights will be

listed in and may be traded in the Spanish Stock Exchanges during a 15 calendar

day period. Following the end of this period, the rights will be automatically

converted into new CaixaBank shares. Each shareholder may opt for one of the

following alternatives:

(i) Receive new CaixaBank shares. In this case, the shareholder will receive

free of charge the number of shares corresponding to the number of rights

held. The delivery of shares will not be subject to Spanish withholding tax.

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© Caixabank, S.A., Barcelona, 2016 4

(ii) Receive a cash payment equivalent to 0.04 Euro per share. To this end, the

Company will assume an irrevocable undertaking to acquire the free

allotment rights for a fixed price. This option will be offered only to

shareholders of record as of the date when the free allotment rights are

granted (envisaged for 21 November 2016, as set out in the calendar shown

in Section 4.1 below) and only with regard to the allotment rights granted on

that date. Consequently, it is not possible to opt for the cash option in

relation to the free allotment rights acquired on market. This option will be

subject to the same tax treatment as a dividend distribution and, therefore,

the amount to be paid to the shareholders will be subject to a 19 % Spanish

withholding tax deduction.

(iii) Receive a cash payment through selling rights on market. Given that the

rights will be listed, the shareholders may sell them on market at any time

during the trading period described in section 4.2 below at the prevailing

market price rather than at the guaranteed price offered by the Company.

The proceeds for the on market sale will not be subject to Spanish

withholding tax.

Additionally, shareholders will be able to combine the above mentioned

alternatives in view of their specific needs.

Shareholders who do not make an election will receive new shares corresponding

to the rights they hold once the free allotment trading period ends.

As stated above, shareholders will receive a free allotment right for each

CaixaBank share held. The number of rights needed to receive a new share and the

guaranteed price at which CaixaBank undertakes to acquire the rights to those

shareholders opting to receive cash, which have been determined on the basis of

the market price of CaixaBank shares in the days prior to the execution of the

Increase and on the number of shares outstanding, are set forth in section 3 below.

3. INFORMATION RELATING TO THE INCREASE

3.1. Number of free allotment rights needed to receive one new share,

maximum number of shares to be issued and maximum amount of the

Increase

The Board of Directors of CaixaBank held on 17 November 2016 resolved

to execute the Increase in accordance with the terms and conditions set out

by the Ordinary General Shareholders' Meeting dated 28 April 2016.

Applying the formulas provided in the Increase resolution, the mentioned

Board of Directors established the following parameters for the Increase:

(i) The number of shares to be issued is 82,086,703. Nevertheless, the

actual number of shares which shall be finally issued may be lower, as

it will depend on the number of shareholders which opt not to transfer

their free allotment rights to CaixaBank (so that the amount of the

Increase shall result from multiplying the final number of shares

issued times their face value of 1 euro).

CaixaBank has waived the free allotment rights it acquires by virtue of

the undertaking to acquire them 1 , and therefore, only the shares

1 Likewise, should the number of CaixaBank shares issued -deducting the shares corresponding to

free allotment rights acquired by CaixaBank by virtue of the undertaking (which CaixaBank will

waive)-, result in a fraction, CaixaBank will also waive the number of free allotment rights

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© Caixabank, S.A., Barcelona, 2016 5

corresponding to the free allotment rights not acquired by CaixaBank

will be issued. In any case, the final number of shares issued shall be

duly made public through a significant fact ("hecho relevante") on the

closing of the Increase, which is envisaged to be published on 13

December 2016.

(ii) The number of free allotment rights needed to receive one new share is

72. Those who appear as entitled in the book-entry registries of

Sociedad de Gestión de los Sistemas de Registro, Compensación y

Liquidación de Valores, S.A.U.(Iberclear) on the settlement date of

transactions carried out by 23:59 on the day of publication of the

announcement of the Increase in the Official Bulletin of the

Commercial Registry ("Boletín Oficial del Registro Mercantil")

(envisaged for 21 November 2016) will be allotted a free allotment

right for each share of CaixaBank held. Therefore, the aforementioned

shareholders will have the right to receive one new share for each 72

old shares held.

The number of rights needed to receive one new share and the

guaranteed price at which CaixaBank undertakes to acquire the rights

has been calculated as follows:

Num. rights =NTAcc -5,910,242,684- / (Amount of the Option -

240,000,000- / PreCot), rounded up to the nearest whole number,

where,

"Num. rights" is the number of rights needed to receive a share (i.e.,

72).

"NTAcc" is the number of outstanding shares on the date of execution

of the Increase (i.e., 5,910,242,684 shares); and

"PreCot" is the average of the weighted average price of the

CaixaBank share on the Spanish Stock Exchanges in the 5 business

days prior to the resolution to execute the Increase, dated 17

November 2016 (i.e., 10, 11, 14, 15 and 16 November 2016), rounded

up or down to the nearest Euro thousandth (i.e., 2.914 Euros).

Fixed price of the undertaking to acquire the free allotment rights

=PreCot / (Num. of rights + 1), rounded up or down to the nearest

Euro thousandth and, in case of a half Euro thousandth, rounded up to

the nearest Euro thousandth.

where "PreCot" and "Num. of rights" have the meaning indicated

above.

(iii) As a result, the maximum amount of the Increase shall be 82,086,703

Euros. For further clarification, the amount by which the Company's

capital will actually be increased is dependent upon the number of

shares finally issued.

In order to ensure that the number of shares to be issued in the Increase and

the number of rights needed to receive one share are a whole number and not

necessary so that the number of new shares finally issued as a consequence of the Increase is a

whole number and not a fraction.

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© Caixabank, S.A., Barcelona, 2016 6

a fraction, CaixaBank has waived 68 free allotment rights, corresponding to

68 CaixaBank shares held by the Company.

3.2. Final price for the rights-purchase undertaking

The final price of the undertaking to purchase rights of CaixaBank,

calculated in accordance with what is established in the Increase resolution

passed by the Ordinary General Shareholders' Meeting dated 28 April 2016,

is 0.04 Euros.

As a result, those shareholders willing to receive their remuneration in cash,

will be able to sell their free allotment rights to CaixaBank at a fixed gross

price of 0.04 Euros.

The final price to be paid to the shareholders who sell their free allotment

rights according to the rights-purchase undertaking will be paid out of

unrestricted reserves from prior years' profits.

The undertaking to purchase rights is addressed only to those free allotment

rights granted to shareholders who appear as entitled in the book-entry

registries of Iberclear on the settlement date of transactions carried out by

23:59 on the day of publication of the announcement of the Increase in the

Official Bulletin of the Commercial Registry ("Boletín Oficial del Registro

Mercantil") (envisaged for 21 November 2016), but not to those

subsequently acquired on the market by such shareholders or third parties.

Therefore, the undertaking to purchase rights does not extend to those free

allotment rights acquired on the market.

4. DETAILS OF THE OFFER

4.1. Calendar

The envisaged calendar for the Increase is the following:

(i) 21 November 2016. Publication of the announcement of the Increase

in the Official Bulletin of the Commercial Registry ("BORME"). Last

trading date for the allotment of rights (23:59 h. CET).

(ii) 22 November 2016. Beginning of the trading period of the free

allotment rights and of the term for their receivers to request the

purchase of such rights by CaixaBank. CaixaBank share quotes "excoupon"

(ex-date).

(iii) 1 December 2016. Last date to request the purchase of the free

allotment rights by CaixaBank.

(iv) 6 December 2016. End of the trading period of the rights. Acquisition

of free allotment rights by CaixaBank from those shareholders who

have requested cash equivalent.

(v) 8 December 2016. Cash payments to those shareholders who have

requested the sale of their free allotment rights to CaixaBank, by virtue

of the rights-purchase undertaking.

(vi) 12 December / 15 December 2016. Closing of the Increase and actions

for the registration of the Increase and admission to listing of the new

shares on the Spanish Stock Exchanges.

(vii) 16 December 2016. Beginning of ordinary trading of new shares on

the Spanish Stock Exchanges.

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© Caixabank, S.A., Barcelona, 2016 7

4.2. Allotment of rights and procedure to opt for cash or new shares

The free allotment rights will be allotted to those who appear as entitled in

the book-entry registries of Iberclear on the settlement date of transactions

carried out by 23:59 on the day of publication of the announcement of the

Increase in the Official Bulletin of the Commercial Registry ("Boletín

Oficial del Registro Mercantil") (envisaged for 21 November 2016). The

trading period of the rights will begin on the next business day and will have

a term of 15 calendar days (from 22 November 2016 to 6 December 2016

both included).

During the trading period of the rights, the shareholders who received these

rights for free may opt for cash or new shares as explained above, as well as

for acquiring on market free allotment rights to subscribe for new shares 2 .

However, those shareholders who wish to accept the undertaking to

purchase rights offered by the Company and receive cash at the guaranteed

price shall need to communicate their decision no later than 1 December

2016. To choose among the alternatives offered by the "CaixaBank

Dividendo/Acción" program, shareholders will have to contact the entities

where their CaixaBank shares and corresponding free allotment rights are

deposited to make their decision. If they want to receive cash at the fixed

purchase price of CaixaBank's undertaking, they shall make their option no

later than 1 December 2016. In the absence of an express communication,

shareholders will receive new CaixaBank shares. The depository entities

may charge to shareholders fees or costs related to the allotment of shares or

to the sale of rights pursuant to the applicable regulations.

The Increase is carried out free of fees and costs for shareholders in

connection with the allotment of the new shares, with the Company

assuming the costs for the issue, subscription, placing on market, listing and

other related costs.

5. NUMBER AND NATURE OF THE SHARES TO BE ISSUED

5.1. Maximum number of shares to be issued

The maximum number of shares to be issued will be 82,086,703.

Notwithstanding this, the number of shares actually issued will depend on

the number of shareholders who request to sale their free allotment rights to

CaixaBank at the fixed price of the undertaking to acquire rights. CaixaBank

will waive the free allotment rights acquired pursuant to such undertaking.

As a result, only those shares corresponding to the free allotment rights

which have not been acquired by CaixaBank pursuant to its undertaking will

be issued.

5.2. Face value, issue price and representation of shares

The new shares to be issued in the Increase will be ordinary shares with a

face value of 1 Euro each, of the same class and series as those currently

2 Shareholders who do not have enough free allotment rights to receive one new share may: (a)

acquire in the market a number of free allotment rights which, added to those held, allow them to

acquire one new share; (b) transfer all or part of their free allotment rights to the Company by

virtue of the undertaking to acquire the rights at a guaranteed price; or (c) sell all or part of their

free allotment rights in the market (without having in this case the right to receive a fixed

guaranteed price; the consideration for their rights will depend on market conditions in general,

and on the stock price of the free allotment rights in particular).

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© Caixabank, S.A., Barcelona, 2016 8

outstanding. The new shares will be issued at an issue price of 1 Euro, that

is, without issuance premium, and will be represented in book-entry form,

the records of which will be kept bySociedad de Gestión de los Sistemas de

Registro, Compensación y Liquidación de Valores, S.A.U.(Iberclear) and its

participant entities.

5.3. Reserves to which the shares will be charged and balance sheet used for

the Increase

The Increase is free of charge and, therefore, does not require any payment

from the shareholders.

The Ordinary General Shareholders' Meeting dated 28 April 2016 resolved

to create an unavailable reserve of 170,934,220 Euros, to which the Increase

will be charged.

This reserve was funded with a charge to unrestricted reserves.

If the final amount of the Increase is greater than the unavailable reserve

mentioned above, the excess shall be charged against voluntary reserves,

which as of 31 December 2015 amounted to 2,560,202,544.91 Euros.

The balance sheet upon which this transaction is based is the balance sheet

to 31 December 2015, duly audited by the auditor of the Company, Deloitte,

S.L., on 25 February 2016, and approved by CaixaBank's Annual General

Meeting of 28 April 2016.

Furthermore, the determination of whether there are sufficient reserves to

carry out the Increase as of the date of execution of the Increase has been

determined on the basis of balance sheet to 30 June 2016, duly audited by

the auditor of the Company, Deloitte, S.L., on 29 July 2016.

5.4. Shares in deposit

Following the end of the trading period of the free allotment rights, the new

shares that have not been capable of being allotted due to causes not

attributable to CaixaBank will be kept in deposit and available to whom

evidences lawful ownership of the relevant free allotment rights. Three years

after the end of the free allotment rights trading period, the shares still

pending to be allotted may be sold at the risk and expense of the interested

parties in accordance with article 117 of the Spanish Capital Corporations

Law. The net proceeds of the sale will be deposited in the Bank of Spain or

in the General Deposit Bank (Caja General de Depósitos) at the disposal of

the interested parties.

5.5. Rights of the new shares

The new shares will confer the same voting and economic rights upon their

holders as the currently outstanding ordinary shares of the Company from

the date on which the Increase is declared to be subscribed and paid up.

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© Caixabank, S.A., Barcelona, 2016 9

5.6. Admission to listing

The Company will apply for the listing of the new shares on the Barcelona,

Bilbao, Madrid and Valencia Stock Exchanges through the Spanish

Automated Quotation System (Mercado Continuo). Subject to the granting

of the relevant authorizations, it is expected that the ordinary trading of the

new shares in the Spanish Stock Exchanges will begin on 16 December

2016.

* * *

CaixaBank, S.A.

_______________________________

Mr. Gonzalo Gortázar Rotaeche

Chief Executive Officer