CaixaBank, S.A. (CABK) Earnings Call Transcript & Summary

March 31, 2023

Bolsa de Madrid ES Financials Banks shareholder_meeting 226 min

Earnings Call Speaker Segments

Operator

operator
#1

Very good morning, dear shareholders. I'd like to welcome you to -- welcome you all here on my behalf and on behalf of the Board of Directors of this year's Shareholders' Meeting of CaixaBank at the conference call in Valencia. First of all, I would like to say thank you to all of you who are here with us in the room, those who are following us on the Internet, remotely. According to our Articles of Associations, the regulation of the General Meeting of CaixaBank, the Board of Directors has made it possible as well. The remote attendance to this meeting to the shareholders both remotely and on real time. So you can have all your rights following the procedures on the call, not withstanding this, shareholders can also have the rights of information, delegations and distant voting previously to this meeting. I would like to say to you that Bureau Veritas has audited and certified this general meeting as a sustainable event aligned with the SDGs. As you can see in the document that it's been published in our website on the tab of our General Meeting for 2023. This general meeting has been convened for the approval, if possible, of the annual accounts of 2022 and the rest of resolutions that you will find in the agenda. Mr. Secretary will now tell us about the data of the notice call on the attendance date. I give the floor to our Secretary.

Jose Ignacio Goirigolzarri Tellaeche

executive
#2

Good morning, ladies and gentlemen, dear shareholders. The covenant of this General Meeting was published in our website and also in the website of the Securities and Exchange Commission and also in the newspaper, Levante, and in the register of companies in 21st of February in -- since then, we have other information on the website regarding the agenda for today as is established in the Spanish Corporate Act. Also, every shareholders have been able to see at the headquarters. All the documents that are going to be used today according with the Act. And since the 24th of February 2023, we have been publishing non-stop all the information in our website. Please be informed that in several points in this room, you will have some fewer course and some free access to Internet. So you can access all the documents we are going to mention during this meeting and it is also published on our website as well, if you need a copy, you can ask for read. Let me take advantage of this moment to say that all the shareholders and the shareholders representative here and remotely will have the possibility to speak and asking for any data or for any information they might want, ask. Following our regulations, all the shareholders and representatives on the room can go to the table with, as saying, a speaking time. And then you can leave your data, and you can say what you want to state. If you want your -- for your intervention to be on the record, you have to say so. And if you want it to be literally transcripted, you have to give it in Britain. So the notary public can really check it when you speak. And as we said before, let me remind to the shareholders and those representatives on this room that the time for the interventions is 5 minutes, following the regulation of a general meeting. As has been inform on the notice of call, we are streaming this general meeting. So there might some images of the people attending this general meeting. On the other hand, those speakers during the meeting that doesn't want their image to be streaming, they can say so when they are asking for the intervention. So it won't be recorded under image, won't be in a streaming. If any of the people here has any difficulty -- in any mobility difficulties, please tell any of the organizational staff that we have here and they will help you because we have done everything in our hands to make it easy for anyone to access. On the other hand, let me remind to those people who are remotely participating in this meeting that they have to send the questions in writing through our website, there's a special place there to do that, until the speakers' turn is close, which we will advise during the meeting as well. We have all the regulations regarding the participation, the remote participation. Everything you write will have a maximum 7,500 signs. And then it's more or less regarding to a 5-minute intervention and all the people or attending remotely, will have more or less the same time that the people who are here. So in case of those shareholders who are connected through the platform, and they want their participation to be on record, they have to say so when they write it. Any request for information from the shareholders, both remotely and on-site will receive a reply here today or during the 7 days after this meeting. Regarding the voting of the resolution both in favor will be of every shareholder that are here at this meeting, whether they are here, on-site or remotely. And of all of them who don't say explicitly that they are voting against or they are doing an exemption. If you want to vote against on, if you want to exempt from on voting, please, go to the table in the back on the room and make your vote there -- cast your vote there. You can go there any time during the meeting until we finish the time for request of voters. We plead to all the shareholders, both on-site and remotely who want to vote any resolutions on the agenda that haven't done this so please do that on the platform during the meeting until that moment, we say that there is no more time to vote. After reading the summary of all the resolutions and once the votes have been cast, the President will say that if we have any approval and the number of votes and if we have the favorable votes needed and not withstanding all the results of the voting that we will publish in our website following the Corporate Act and that we will be written on minutes of this meeting. Any shareholders that are assistant through the platform remotely and if they leave the general meeting without voting and they want to state that they are leaving the meeting so their vote is not counted. As a favorable to a suggest fote they have to advise and they will have to tell us and there are mechanisms for doing so in the platform of our website. Let me remind you that once you have cast a vote, we cannot change it or you cannot make new acts. Before reading the date -- the data of attendance, please if we have an issue with the internet and we cannot work remotely, we will interrupt the general meeting, and then we will reconvene it when we have again internet working for everyone. In any case, all the information will be on the website -- and for everyone there. As per the last provisional data we have -- when we have begin the meeting, we have the following attendance both for on-site and remote members and shareholders at the room. We have people at the room and those who have voted prior before this meeting. The provisional quorum of attendance, we have 3,364 shareholders holding 38,510,000 action, which is a 51 -- 31% -- 33% of the shareholder with 1, which is 25% of the share capital. So all number of -- we have 16,562 shareholders here, which represent as 76% of the shared capital. So as the general meeting is being held on the second call as we declare fully and validate constitute this in the second call following the regulations, following also the Articles of Association and within the corporate -- Spanish Corporate Law that with the definitive quorum, which will read later on, and they will published in our website in 5 days after this general meeting, and it will be stated in the minutes done by the notary. Following the regulation of the general meeting. Let me tell you that on this table we have today me as the President of the Board Administration; and Mr. Oscar Calderon de Oya, Secretary of the Board, acting as President and Secretary; and we have part in this table, all the members of the Board of Directors; and Mr. John Reed is remotely attending this meeting by video conference. As we have in the call of this general meeting and following the Spanish corporate law and the regulation of our general meeting, the Board of Directors has requested public notary to do the minutes of the meetings and we have the Notary Public of Valencia, Mr. Alfonso Maldonado Gruvio. Mr. Notary, you have the floor.

Unknown Shareholder

shareholder
#3

Following the Spanish Corporate Regulation, I ask if any of the shareholders has any issue regarding the number of shareholders, the number of shares represented and capital who's here today. If anyone was to, yes, say anything against this or the list of attendant, please do send it in writing and send in an e-mail to the following e-mail address, [email protected], and it will be included in the minutes of the meeting. Every shareholder in this room can just go to the table at the back of the room with the official note saying, notary. It's on the right side of the room.

Óscar de Oya

executive
#4

Thank you very much Mr. Notary. Now let me tell you the report. Good morning, everyone, ladies and gentlemen, shareholders. First of all, I would like to thank you once again for attending this ordinary general meeting of shareholders, both those of you who are attending in person and those who are following us online. This is my third general meeting. I would like to divide my presentation into 3 sections. The first one, let me tell you about 2022. Then I will talk to you about the priorities of our strategic plan. We should act as our guide during the period '22, '24 and then I want to share with you some brief conclusion. Following my presentation, our CEO, will discuss in depth the trends in our business and the financial statements of the year which we are presenting for your consideration. 1 year ago at our last Annual General Meeting, I explain to you all how the invasion of Ukraine has brought a radical change in scenario, the twist is that, 2022, the reality of the situation of the Western world underwent a profound transformation, both in geopolitical and also in economic terms. From this economic perspective, countries in the West now are facing low levels of growth. Although it is true that the expectation having somewhat in the risen months. Let us all -- inflation like we haven't seen for the last 40 years and debt levels that have been growing cons the over past decade as a result of the pandemic and the invasion of Ukraine. The central banks, which initially saw that upturn in inflation as temporary, has been forced to make very sharp interest rate has. Although rates, are not historically high levels in absolute terms, it is true that in relative terms, we haven't seen such rapid increases in the -- that era in the United States in the mid 80s this has been in the market forcing investors to realign their positions. This, together with the obvious uncertainties arising from the invasion of Ukraine means that we have witness since enormous volatility in the market, which has been further aggravated by the recent events in United States and Switzerland. These events are taking place in banks with the situation and a business model that are very different from those of Spanish banks and was very different from CaixaBank. I don't have much time, so I can't go into a detailed analysis of these differences, but the key facts as follows: for instance, a huge concentration of Silicon Valley banks, the deposits of Spanish banks tend to have a wide spread deposits or investments are extremely diversified because we serve all market, from large corporations, households, ratios, as we'll see in more detail later are extremely robust in terms of liquidity and solvency. Moreover, the big difference in terms of regulation and supervision between the United States and the Eurozone has once again been clearly demonstrated in the grace of Credit Suisse, which has already been sure signs of weakness for some time, so finally we'll be integrated with UBS. The market was surprised by the favorable trade given to shareholders as opposed to bondholders of 81 debt, this led to severe turbulence in the bond markets. And in this respect, I believe the join communication by the European supervisors clarifying that the Eurozone's legal and regulatory friend board has not accommodate such decisions. This is instability for different reasons. And with different was provided last week, although episodes of volatility may continue and we must always be prudent. I honestly believe that the Spanish banks in contrast to what we have experienced in the previous crisis, are very well prepared and are more than strong enough to handle this type of situation. That said, in my view, all the financial turbulence we are witnessing, once again, on the line, they need to complete the European banking union. I believe it is crucial to speed up the creation of the European deposit guarantee fund as a means to avoid any feedback loop between bank risk and sovereign risk, which is the ultimate objective of the union. Turning now to the Spanish situation, it's undeniable that our economy has shown much greater strength than we anticipated at the beginning of the year. All the clear slowing down, the forecast for 2023 are also less pessimistic than the one we had a few months ago. In fact, the projection produced by our research department have been revised upwards in recent weeks, predicting GPD growth in the order of 1.3%. By contracts, inflation is proving more resilient, especially underlying inflation, which ended in mid year at 7% in Spain. And despite the data we had yesterday, the evolution of inflation, both for Spain and for the union is the main challenge for the next month. We predict that in Spain and -- a new average headline rate of 4.2% for Spain with underlying inflation estimate above these levels. Development inflation will undoubtedly be key to the ECBs policymaking for decision and become more complex and difficult as a result of the recent financial turmoil. This week, the market with highly volatile, it's predicting an ECB deposit rate of 3.25%, which would result in the Euribor began at around 3.5% in the second and third quarters of the year. This level of rates is consistent with the GDP growth forecast that I mentioned earlier. Having said this, and looking in the medium and long term, I believe that we must keep a close eye on the challenges facing the Spanish economy. I always believe that the great weakness in Spanish economy is productivity, while its biggest vulnerability is the imbalance of the public accounts. After the effort made due to the -- during the pandemic, Spain still has a very high debt-to-GDP ratio, very high, and a structural deficit close to 4%, which moreover had not been projected at any time in the last decade. This situation is also occurring in an environment in which the interest rates are now getting back to normal levels after the exceptional conditions of recent years. There will also be a return to fiscal discipline as part of this organization, part of European level. As the governor of the Bank of Spain has repeatedly pointed out, all this makes it very necessary to define a plan to bring our public accounts back on track. Productivity is, in my opinion, the main weakness of the Spanish economy, chronic low productivity that can only be tackled with supply-oriented policies. And supply-oriented policies are synonymous with reform, reforms that are complex because they require growth, political and social agreements. These may currently seem difficult to achieve, but they are nonetheless necessary for the future of our country. They are really crucial to improve the living of the Spanish citizens. Within this difficult environment, 2022 has been a very important year for CaixaBank. First of all, because we successfully completed the largest integration ever undertaking in the Spanish Banking sector, how we managed to carry out internal transformation whilst, continuing to focus on our business, we remain very strong commercially and manage our asset quality and balance sheet remarkably well, both in Spain and at BPI in Portugal. Thanks to the hardwork of the entire team, we achieved attributable profit of EUR 3.145 million which represents an improvement of 29.7% compared with last year. However, as a result of the extraordinary impacts associated with the Bankia merger, which were included in the previous year's account our accounting profit fell by 39.8%. With the reform achieved a return on equity of 9.8%, the highest number for the past 10 years. Although still below the cost of equity capital. Our capital and liquidity position are very strong with a CET1 capital adequacy ratio of 12.8% and a liquidity ratio of 194%. This is undoubtedly an excellent position from which to handle the current uncertain scenario. I won't analyze figures because our CEO will do so in great detail, later on. I would, however, like to point out that these results together with our strong capital position, have led the Board of Directors to propose for additional meeting to approve the distribution of a gross dividend per share of EUR 0.23, 58% higher than the previous financial year. If approved by your dear shareholders will be paid out in April. With the payment of this dividend, the shareholder distribution for the financial year of 2022 will total EUR 1,730 million, equivalent to 55% of attributable profit in line with the dividend policy agreed by the Board for 2022. This policy consists of a cash payout between 50% and 60% of the consolidated net profit and it's applicable for 2023. In addition, during the last 7 months of 2022 from May to December, our bank implemented a share buyback program totaled in EUR 1.8 billion following the decision reached by the Board of Directors last May and in accordance with the agreement adopted by the General Meeting. All of these proposals, ladies and gentlemen, are aimed at improving the shareholder distribution you will receive. In addition to this distribution, our share price has also performed well. In fact, since the beginning of 2022 until yesterday close. Our share has been appreciated by 51%, which compares very favorably with ibex, which increased 6% or with the European Banking Index, which did so in this period by 2%. If we are to broaden our time horizon, the price of the share has double. I shall now move on to the second part of my presentation in which I will acclaim our main strategic priorities for the coming years. In last year's meeting, I told you all, ladies and gentlemen, that the ultimate goal of our merger was to become leaders in the transformation of the financial sector. And we want to do so with a differentiated banking model, one, that is very inclusive and close to households and businesses. With that in mind, last May, we launched our first strategic plan following the merger with the slogan "close to our customers". We reinforced the commitment by launching last October, our new brand proposition standing by people for everything that matters, which shall become a guideline to us for the next 3 years. During that period, '22, '24. Our strategic priorities will focus on, number one: giving a boost to our business, growing beyond barriers in traditional banking. Number two, at the same time, we shall adapt our model of service to new needs with our customers, so that we can continue providing them with excellent service quality, of that, with the name of becoming a European benchmark for sustainability. This strategic priorities should help us achieve our financial targets by the end of 2024. The priorities are return on equity over 12%, improving our efficiency, so that it falls below 48% and at the same time, we will continue consolidating our strong position in capital and solvency, with a view to generating capital available to distribute the value of EUR 9 billion over this period. These are certainly ambitious. But following this year's results, we are on the right track. The targets we set last year in May, before new special bank levy, was announced. To achieve all that at CaixaBank, we have a differentiated model of banking, one that is both inclusive and close to society, a model that assumes that the sustainability of our project is not only based on financial results, but also on how they are achieved. Because a project or a company will only be sustainable over time, if society find them useful. In other words, only if it serves its social function. In that closeness model, sustainability has a triple aim. First, we are committed to the environment. Second, we need to have excellent governance. And finally, we need to be absolutely aware of society and include society. Let's start with a commitment to the environment. Our strategic goal in this respect is to make a decisive contribution to energy transition in our economy which means targeting different areas. In our strategic plan, we became committed to realizing financing for projects, sustainable projects total in EUR 64 billion, we are on track. The first year, we already managed to cover 30% of that amount with more than EUR 23.6 billion, mobilized for sustainable projects. As for our debt issued, 54% of our issuances were rated as sustainable. Furthermore, we are ever so pleased to be the leaders in financing green loans and to be ranked third in sustainable finance by the EMEA. Therefore, we are indeed fulfilling all the goals set. The second factor is our ongoing pursuit of excellence in our corporate governance. I firmly believe that excellent corporate governance is a mass for a project to be sustainable. I can assure you, ladies and gentlemen, that you do have an excellent board, with excellent, brilliant CVs and fast experience. 60% of Board, our independent directors, 44% is made up of women with great professional records. We have achieved to be certified for a good corporate governance as cited by AENOR, obtaining the highest rating REIM is to maintain such high standards. But before concluding a part of my talk, I would like to refer to changes in the Board of Directors following the resignation of Mr. John Reed as a member in -- he was coming to the end of the recommended maximum term of 12 years as an independent director. So he obviously submitted his resignation. On behalf of the Board and on my own behalf, I would like to thank Mr. John Reed for his excellent work as Director in CaixaBank, holding the position in the past 3 years of coordinating member. For time reasons, I cannot go into detail as for his contributions, but let me make it clear, his contributions were definitely huge value. This is obviously, a result of his huge knowledge and experience, his good judgment. Mr. Reed has been a role model to all of us and very, very helpful to me as a Chairman. So on my name and on behalf of the entire Board, I would like to congratulate him on his performance and commitment to CaixaBank. And I would like to welcome Peter Loscher, who will take over as an independent director, replacing Mr. John Reed, should you approve that, ladies and gentlemen, and once we have been given regulatory approval. As you shall see in Mr. Loscher curriculum, he has a long professional career. If you so decide, I have no doubt Mr. Loscher will certainly contribute to the good work of this Board of Directors. And finally, the third factor sustainability, apart for supporting climate change transformation and excellence governance is based on our commitment to society. This meaning, a commitment to inclusion and social action. As I said earlier, our goal is to be very close to the society we serve and this is not words. This is something that we feel very strongly about as part of our DNA at CaixaBank. This commitment to being close to society is expressed through our commitment to inclusion in terms of geography, also in terms of age. Thirdly, inclusion in terms of vulnerability. And finally, in terms of our commend in education. Let me begin with geographical inclusion. Our service model combines large cloud presence and development of online channels. We have the most extensive branch network in our country. And so we are presenting more than 2,200 towns and 170 of them we are the only bank. Besides we will live up to our promise not to abandon those towns. We combine that physical network with excellent online channels for the benefit of more than 11 million customers as well as remote channels serving 3.4 million clients. From the point of view of senior citizen inclusion. Last year, we demonstrated our commitment by means of 10 specific measures. Today, I'm pleased to say that we did implement all those measures in a timely fashion. Concerning vulnerability and our commitment to overcoming such of obstacles -- first mentioned MicroBank. The largest microfinance bank in Europe, it is intended to finance both vulnerable families and small businesses. Since it started operating MicroBank supported 1.5 million people and households. In 2022, we supported 82,000 families and 13,000 small businesses. Another aspect I would like to underline is that of social housing. We currently -- half more than 11,000 homes with subsidized rent. And we also have another line of action, namely Dualiza or Dualiza Foundation. In fact, it was one of the first foundations to focus on promoting vocational studies. It has now become a benchmark for information and research into vocational training in Spain. Last year alone, we supported 7,000 students to help them gain access to this type of education. At the same time, I would like to remind you that our dividends do finance the extraordinary social work completed by La Caixa Foundation. If you, as owners of the institution, approve the dividend the Board is proposing, the Foundation will receive about EUR 550 million. The work in CaixaBank, in addition to achieving an excellent return on equity as a result of our business, we are fully committed to supporting societies needs. I shall come to an end in a minute. I would like to share with you, ladies and gentlemen, a realistic message here with regard to the charges we are faced with, but I also want to be optimistic. We first have a considerable strength and a well-defined strategy, as I just described. We have an excellent team, which is key to success, with huge surface vocation. The team is at the very basis of all our actions because none of the achievements are described in my presentation would have come to without their work. By the way, I would like to thank them most whole heartedly. We rely on the trust that everyday our customers give us, which basically legitimizing our enterprise and work. And we also have a unique approach to banking. Our aim is to keep on supporting society, households and companies because we believe it is the best contribution, CaixaBank can made with a view to supporting and promoting the transformation of society towards a model with greater opportunities for all. Of course, none of these would be possible without your trust, ladies and gentlemen. I would like to thank you all, on my own behalf, on behalf of the Board and the entire CaixaBank team for your trust, your support and your contributions. One example of such contributions is the phenomenal work done by our shareholders advisory committee. An example of support is the commitment of La Caixa Foundation, which particularly value. I can assure you, ladies and gentlemen, that our aim is precisely to continue deserving your trust. Thank you again for that trust, and thank you very much for your attention. We'd like to give the floor to Mr. Gortazar, our CEO.

Gonzalo Gortázar Rotaeche

executive
#5

Dear gentlemen, dear ladies. Good morning to all of you. Like every year, I am honored to address the Board, and I do hope this is a positive session, positive meeting to all of you. Today, we shall approve our financial statements, our accounts in 2022, which is a most relevant year for 2 reasons. First of all, we managed to complete successfully the merger of CaixaBank and Bankia by combining a merging together a number of processes, human teams, offices, branches, businesses and by also reaching some redundancy levels coming to 6,100 members and professionals. Secondly, in this process, because some on the business has remained most high, which has come to be shown in our results, as we shall see later. The integration work acted was most complexed unprecedented in Spain. And as was the case with other mergers, it was absolutely exemplary. And excellent, by the way. I would like to thank you all, all the staff, all members in the team, and also those who left, thank you for their gratitude. Thank you for the hardwork today. Our bank would not be the preference in Spain and Portugal. Before I would delve into these matters, I shall say, 2022 was not a particularly favorable year. As a consequence of the war in Ukraine. Spain, experienced substantial, the acceleration of the economy, increased prices for fuel and inflation reaching high peaks in the second half of the year, the Central European Bank put in place a decisive monetary change with an increase in types, which were no longer negative, coming to 3% at present. In that new situation, we suffer from important repercussions, we did have an impact on our accounts in 2022. Spanish-speaking shareholders shall now continue in Spanish. In my presentation, I will go through the most important highlights in 2022. I also want to share with you the strength of the group, CaixaBank, and I will fit with some positive comments, and I will share some thoughts for the future with you. As for our activity, commercial dynamism has been most positive and without a doubt, it shows our commitment to continue supporting companies, the economy and families. As for our customers and in a context of high market productivity the net recruitment almost came to EUR 7,000 million. And therefore, the total managed was over 600,000 million. In this section, I would like to underline savings in the long run, which brings together equity funds also includes pension schemes and insurance of savings. This is a fundamental pillar for us, which has also seen growth in 2022. At the end of year, we reached a market share of 29.7%. We are extremely pleased for that because it shows the trust of our customers in our bank and also the important management conducted by our 29,000 financial certified staff operators. In recent years, we have managed to consolidate a great supply, a great offer, for both investment and savings with an excellent model based on consultancy and advice service for our clients. As expressed by the press, we were given an award to the best private bank in Spain and also in Portugal where we have been awarded that price for the fifth time. As for financing, I should note that our credit portfolio has suceeded EUR 351 billion without considering certain more [dubious] section, the growth came to EUR 11,244 million with growth being most considerable in companies and consumption. Our vocation is to continue helping both companies and families in their everyday projects. The growth in credit for household acquisition and purchasing was slightly lower, but it came to 0.7%. This portfolio, slightly amortization is high, but that effect has been countered by doubling the production of new mortgages if compared to 2021, this growth leans on an increased demand and product offer called, my Home, covering all needs, related to households, including funding and other product types associated to the purchase of a house or a household. In 2022, more than 90% of our new mortgages in CaixaBank where fixed type, fixed interest rate. This means that the monthly payment, the monthly installment will not be affected by the volume of interest rates. In fact, over the past 7 years, we did promote this type of product very actively to the point that 3 quarters of mortgages are fixed interest rates. On the contrary, the interest rate portfolio was granted before 2012. And so the capital has been amortized all over this period, and so the impact will be more reduced. In Portugal, BPI had a very satisfactory evolution with growth in the business volume of more than 2%. Remember, BPI joined the group 100% in 2017. Over these years, their market shared has been gradually improved. Today with a run an 11% in credit, 40% of cities and 11% of resources in the Portuguese market, making the most of synergies with cashback. They saw an increase in their revenue and they managed to strictly administer costs, which resulted in significantly improvement of almost 20 points. BPI has always stood out for their very cautious management of risk, which is absolutely praise worthy. All that was done without forgetting their commitment with clients. BPI, today, a clear reference in Portugal and in the hope and [indiscernible] in fact, they were chosen to be the best Portuguese bank by the Journal of the Bank and by Euromoney. Let me now briefly go through the main lines in our balance sheet. Let me remind you that our financial statements for 2021 include the results for Bankia at the time of the legal merger, March 31, and to facilitate comparisons for ordinary business year between year or year to each year, data. The data in the balance sheet are here presented on a pro forma basis. The higher commercial activity has been reflected in the revenue coming to more than EUR 11,594 million, which means an increase of 5.5% compared to the previous year. Let me now underline the evolution of the interest margin with an increase of 7.7%, which reflects the better credit evolution and also the increase in interest rates at the last portion of the year. I should also mention the remaining revenue aggregated and come into 2,6%, including financial operations and other products. Please note the sums for other product lines EUR 963 million negative. This item reduces our benefits, our revenue. They are basically regulatory burdens, which are applied to the banking system and not to other industry resources system and they are intended to reinforce the resilience of the banking system over the past 5 years, Grupo CaixaBank has paid for more than EUR 5,600 million for such concepts or such matters. If we now move on to expenditure, we have managed to reduce our costs and expenses by 5.6%. This evolution covers our cost discipline and also the savings associated to the merger to our integration. A year later, we set up a higher a higher goal namely between EUR 940 million per year, which we believe can be attained totally by 2023. We proved such savings were feasible and besides, we manage to do so a year ahead. Let me note that our integration plan for our branches was designed with a focus on revocation, on social inclusion. We continue to have the most, the vastest, the greatest commercial in Spain. We have branches in more than 1,200 towns. And we are the only bank in 470 of such towns. We continue providing our customers with services in 626 towns by means of moving branches, mobile branches. Let me now go back to our results. Our improved revenue, 5.5% and our reduction in courts 5.6%, means an improvement coming to 6 points in our efficiency rate and also in our exploitation management 17.8%. Let me quickly comment on other aspects. Provisions, EUR 1,111 million. The most relevant aspect in this line has to do with our credit portfolio, an effective way of measuring this evolution is by risk costs, which express the same magnitude, but in this case, departed by the average balance of the credit portfolio. Last year, the ratio came to 2.25% and it remains stable if compared to 2021 with value well below that of 2020, where we were cautious. If you remember, with a fund being reserved for the potential impact of COVID-19 and the pandemic, which we still had in 2022, coming to 1,137 million. We are cautious. We are prudent. We expect some deterioration of the economic cycle. But our situation makes us most comfortable. The results for the year come for EUR 3,145 million, which is 39.8% below the previous year in accounting terms, but if we compare things, it is 29.7%. Based on these reasonable results and based on our size, our ROTE comes to 9.8%, which is a better figure than that in the previous year though we are still far from the goal in our strategic plan and what our investors require from us. That's why we continue -- we plan on continuing improving and be able to attain 12% by 2024, profitability-wise, obviously, this should be -- these results should also be a basis for remunerating adequately our more than 600,000 shareholders. As the President mentioned, the proposal, the resolution for distributing this resource is this year, EUR 1,730 million. We all know that our main shareholder is Fundacion La Caixa. More than 30% of that distribution figure is intended for the foundation, EUR 550 million, which are directly go into society in the form of numerous initiatives to support all social classes, especially those that are more vulnerable. Giving society back such a relevant figure, EUR 550 million makes absolutely different from any other bank that makes the difference with us in Spain. And to be honest with you, worldwide, and we are ever so proud. Obviously, those of us who follow the news in recent weeks, we saw growing interest as for the robustness of the financial system in Europe. Our vision is that [indiscernible] and all supervision instruments for a capacity to act before potential crisis are so much better than some time ago, and therefore, our resilience is very high. This trend, we shouldn't forget that this range is coming for everyone for the country, and it is very positive for all of us to have a financing system that generate trust for the individual and the company, for the whole of society. So it is highly positive for all of us, and we should remain -- we are confident. But I want to highlight specifically the strength of our group CaixaBank, which is in the maximum position and has the capacity to face the future challenges and to keep on supporting families, households and companies, that why, CaixaBank has created a very solid position. First for linquency is at minimum and coverage is high. Thanks to the rigorous management and systematic. We can see that [indiscernible] within the best of the cycle being reduced in 90 basis points from Q3, 0.6 in 2021 to 2.7% in the summer 2022. One of the lowest for the bank industry in Spain. It is relevant as well to see that the improvement in the operation of delinquency, which it has been in grid until 4%, given our protection facing this situation, then liquidity, we have closed 2022 with very high levels of liquid assets, almost on EUR 140,000 million. Ratio in NSFR, it's on 142-ratioLCR liquidity coverage rate ratio is 194%, almost a double of the minimum regulatory required of 100%. This trend has allowed us to amortize previously 81% of the TLTRO targeted long-term rent refinance operation, which is a monetary tool designed by the European Central Bank and it will help to offer credit to households and companies. This was the main goal and in Caixa Bank, we have a biggest credit -- a bigger credit portfolio, more than 11,244 million and in TLTRO, 15,620 million. And also finally, let me remind you for capacity of emission on the wholesale market, last year, we made a mission -- an issuance of shares, 5,500 million, 54% were following sustainable development goals of the United Nations, and our investors have been very interested in this product. So the demand has been higher than the supply, and we could reduce the cost of the issuance, so we [indiscernible] confidence and trust of the marketing, CaixaBank. Finally, the ratio CET1 the common equity Tier 1 is placed on 12.8, and we can highlight two things. On one hand, the generation -- the organic generation of equity, 117 basis points. On the other hand, we have the reacquisition of shares that we announced in May, and we closed in December. It was reduced in 83 basis points. If we compare those ratios, we are over there -- the reposit there was saying 445 basis points, which is the same more than EUR 9,005 million. Well, the goal of this strength is to create value for everyone. -- you, our shareholders and for all of us. And also, we have the social commitment, which is part of our DNA in CaixaBank and it's visible in our mission, our values, and it's very clear in the way we manage our activities. So let me remind you that we have the biggest network of offices in Spain, and it's as weak as the second and third position together. All our ATMs can create the notebooks, which is -- which are very relevant for the elderly, and we can, of course, we are focusing on seniors. Also closeness, which is so important for some groups of people. So as the ones living in the rural areas for our seniors. So we still are supporting them. We also have some products that make it easy for some vulnerable collected to access to finance products. We have 364,000 customers with social or basic accounts. They are not paying any commissions, and through MicroBank, we have offered more than million of micro credits, and we have created more than 300,000 jobs. And also, we have been proactively supporting our customers. We have -- on the previous crisis, we have 360,000 customers who have difficulties for payment and also, we also offer some loans in the moment where the liquidity was very important. Let me remind you as well that our commitment goes beyond financing matters. Together with the foundation of La Caixa, we have volunteers participating in many, many projects. 14,000 employees work in more than 6,000 social projects. So all in all, 2022 has been a very good for our group. It's been a success in 2023, we are facing new challenges because the environment is really complex. The last forecast -- our last forecast is GDP growth of 1.3%. If we compare it to 5.5% in 2022, this will have an impact on our activity. On the other hand, inflation rates -- current inflation rates will have an impact on the costs and the reduction of costs that we've seen in 2022 won't be repeated this year. Costs will increase. On the other hand, we -- the interest rate will be more stable but it will also have an impact in provisions because we expect for delinquency to be increased. And then we also will have to pay some new taxes for revenue, and we have begun to pay them now. However, we are optimistic we began 2023 with a very strong balance sheet that will allow us to keep on supporting sports companies and the society. And we trust that out together with our corporate values and mission, we will reach the goals of our strategic plan for '22, '24. Despite the uncertain environment, I can assure you that we will still work in CaixaBank to make a group reference, which is good for its customer, its staff which is profitable and sustainable for everyone, and the society. Finally, I would like to say thank you for your support. Thank you to our Board of Directors for their good work and also all the people who work in group -- in our group CaixaBank for their work dedication, commitment and professionalism. Thank you very much.

Unknown Executive

executive
#6

Thank you very much, Mr. Gortazar for your presentation. And now I'm going to tell you about the information which is required on the corporate governance. Regarding the third -- following the third recommendation of the good governance of the companies approved by the National Commission for Securities. I am going to inform you about the more relevant data on the corporate governance of CaixaBank since the last general meeting. To this regard, I want to highlight the proposals in the agenda for this meeting and the reelection of two independent directors and the appointment of a new counselor, Mr. John Reed, because Mr. John Reed is leaving us because he's been working for us for more than 12 years, at the same time, and it was made public last December. Mr. Santes will be their Coordinating Director, and among other rolls will coordinate and he will to the initiatives of the Non-Executive Directors. All the repots that we have are aligned with the best practices of good governments and they keep with the new composition of the Board of Directors of CaixaBank with independent directors making up for the 60% of our Board, represented with most of the Board. That's a great diversity. We have females -- 40% females. And in 2020, we reached already the 40% goal, which was -- which is a remuneration by the goal of good governance of companies for 2022. On the other hand, in order to have better transparency and submit for the approval of the general meeting, any change regarding the main directors, the Executive Director, we are getting Reed in the retribution policy, the mechanisms adjustment of the main components of the retribution of the Executive Directors, at the same time, payments for the early cessation of contracts -- every termination of contracts regarding the new guidelines of the European Bank Authority regarding renovation. As well want to tell you that on 2022, we have carried out evaluation of the Board of Directors. And then we have examined all the results, and we have realized that the board is adequate for the work they have to do. The Board will still improve the quality and efficiency of the management, and they will have measures to improve the decision-making processes in the entity on the companies. Finally, let me remind you that CaixaBank since January 2022 has the certification by [indiscernible] of good corporate governance with maximum classification. Regarding the recommendation of good governance, and following the recommendation of the goal of Good Governance. I will give you more details. The annual report of the corporate government regarding 2022, that we send to the National Commissions of Security on 17th of February 2023 has the following information. 59 recommendations are fully complied with all of them partially comply with and one of them is not applicable to our society in such ways that in 2022, we are complying with all the recommendations as we know in the last general meeting. Now I'll leave the floor to the Secretary to tell us on their recommendation. Out of the 64 recommendations of the CaixaBank fully complies with more than 92% of recommendation and partially 4 of them. Regarding this recommendation partially compared with first full recommendation #5, the meetings in 14th of May 2021, approved the elevation of fabulous on the Board to make an issuance of stocks eventually that would be transferable for shares of CaixaBank or financial Instrument. Excluding the right four preference subscriptions and then an increase of the equity of the support is subject to the limitation of 50% of the equity amount 20%. What we did is, because we wanted to pursue the interest of the society and to have the maximum regarding the different instruments for its equity. Because some of these shares could not be traded for the detailed markets. Notwithstanding all this, the agreement of the meeting follows the additional disposition -- 15th additional disposition of the Spanish Corporate Act which was introduced by Law 5/2021 on the 12th of April, that allows to some entities like CaixaBank, the possibility of not applying the limit of 20%. Secondly, regarding recommendation #10, which was only partially complied with. We were trying to avoid an accounting problems with all the shareholders that are not here when they -- and they have not voted and they are not agreeing with their proposals. So what we wanted to do was to guarantee the transparency when counting all the votes. On the other hand, our society says that we only partially comply with recommendation number #27, in CaixaBank, if the directors can't attend the Board meetings, the delegation can be made with or without a specific instruction as each direct to decide. So we think that each director should be free to delegate the votes with a specific instruction as they see fit. And this instruction makes it easier for the people who is receiving the vote delegation to attempt this meeting. Regarding recommendation #64, society has declared to only partially comply with it. Because we have a non-competence part, and it's not over the limit, which is equivalent to two years of the total remuneration for that director, so the total account for every concept more is than two years, and then the recommendation #2 of this code is not applicable to CaixaBank in the sense of the Article 42 of this Commerce Code. At any case, our Board will still work very hard for good governance and for transparency when reporting to the shareholders. Now the Secretary will read the quorum.

Óscar de Oya

executive
#7

So we have 3,377 shareholders here, 3,851 million shares, 51.33% share capital, and then we have a 25% of the capital shares present here and total number of shares represented is about some 16,576, now what the name of shareholders and they hold 5,743,000 million shares, and this represents 76.556 of the share capital. Well, as we have now, we can declare that we have the right quorum for this meeting. And now I will give the floor to the President.

Unknown Attendee

attendee
#8

In accordance with the Company's Act, I ask again, do you have any reservation, any comment, any protest on the valid number of the attendees to these meetings. Let me remind you, if any of the shareholders who is remotely participating, please do make any protest or any comment by -- in writing to this address [email protected], and then it will be included on the minutes of the meeting. Any shareholders who are here want to do come go please to the table, which is the on the right-hand side of the room. Now any of you may speak as the secretary said before, if you want for your presentation to be on the record, please tell us and if you want it to be literally transcribed, please give it into Brighton before you are speaking.

Unknown Executive

executive
#9

Thank you very much, Mr. Notary. Now we open the Q and A session. Mr. Secretary, you have the floor.

Óscar de Oya

executive
#10

So as the president said, now we will begin the Q&A session. So any of the people of the shareholders who are in the room today and want to speak will be called for the information. We will also talk about any intervention that has been done remotely on our platform. As it's been previously stated, please, those of you on the room that doesn't want to be recorded and streaming, please say so when you ask for the floor. And let me tell you that any more in when we begin the speaking tool or we don't have the information following the Act on -- the Spanish Act on companies, we will give you the information on the following days of this meeting, if we don't have the information already. So how will begin the Q and A session and I'll give the floor to Mr. [indiscernible].

Unknown Attendee

attendee
#11

Good morning, everyone. Today, it's Shabbat Shalom. My name is [indiscernible]. I am a chemist, and I am a pharmacist as well, I never, never have made an intervention, have never spoke in this room, I never have a paper or anything prepared. I think about it, and I say it in four different languages. But today, I'm talking in Valencian dialect. And so I had it noted in this paper. My speech has been reviewed by a member of the Valencian Language Academy. Any way, he only find four difference between Catalan and Valencian, and these were four letters not four words even. One, I talked about the CaixaBank headquarters. I will just talk about the place where shareholders meet. Once again, let me ask you to have an alternative meetings in Valencia and Barcelona. We don't need to change our headquarters. It has only -- the only need we have is to be approved by CaixaBank and to communicate that to the National Commission for Securities. So it could be 1 year here, 1 year in Barcelona. We could do it like that because in Barcelona, we are really looking for to have the general meetings in the Palace of the Diagonal, and we have something like 1,800 people attending those general meetings. And here, have you don't think about the staff journalists and so on. There are not so many CaixaBank shareholders, as shareholders of CaixaBank, I would like to see the conference call in Barcelona full. One year, we can do it there, one year we can do it here in Valencia, as an example, for instance, I made this proposal in the group Catalana Occidente which has been renamed and now is just Occidente in Catalan, Catalana Occidente. Pay attention to my suggestion on the one year, they have the meeting in Madrid and many people of Catalana Occidente they go to Madrid, the next year, they do it in Barcelona, and everybody is happy. And that's what I want, everyone is happy. We've done it with some other societies we have in Seville and in Madrid. We didn't have to change the headquarter. So this is a different thing. I am not asking you to change of headquarters. The thing is I am asking you to do it one place one year, in another place, another year. CaixaBank should approve this and then communicate please to the National Commission. Thank you very much.

Óscar de Oya

executive
#12

Now, I give the floor to Josefa Cortes.

Josefa Cortes

shareholder
#13

Good morning, everyone. I am Josephina Cortes [indiscernible], pharmacist. 42,300 shares. I know that CaixaBank and La Caixa are different entities. But as CaixaBank corporates so good with the social actions of La Caixa Foundation, I would like to take this chance to congratulate the bank for the social support they are providing, which is ever more needed. I also want to take this chance to request that we need the hospital -- the campaign hospital in Ukraine. I hope that really this is approved. As our President mentioned before, to be close to the people for everything that matters is what we have to do. Thank you very much.

Óscar de Oya

executive
#14

Thank you. I give the floor to Eduardo Mestres.

Eduardo Mestres Mataro

attendee
#15

Good morning. Mr. Notary Public please put this on the record. I'll begin. My name is Eduardo Mestres Mataro, son of [indiscernible], where freedom and democracy were founded. I'm a customer of La Caxia -- I've been a client of La Caxia 76 years and I'm in Spain 41. Since the first day you were here. At 8:00 in the morning, I was there to be your first customer in this city. My family has been with La Caxia for more than 100 years. Here, we are La Caxia, everyone should know that. And by now, I would like to ask everyone whoever I am going to be a customer of La Caxia, because La Caxia is the best bank in the world. Just one reason for this: Its foundation, 30% of profits -- to all people, 30% of our profits at for society solidarity fund this. Bank of Valencia was worth EUR 4,000 million. And every year I'll remind this to you, and you paid EUR 1 for that bank, and you even apologize to those shareholders, everything into the Valencian people. You really have a debt with Valencia. Mr. President, in the last meeting, you told me that you would like to be my friend. Friends? I select my friends. You cannot be my friend. You are the president here and well it was -- you're a president by recommendation not by your work. I will give you an opportunity if you want to be my friend. You are the president and you shouldn't be receiving any salary. If you are hungry, come to my house, I will always make you lunch. Mr. [ Concalo ] I recognize that is a great question. That's not paid with money, this is paid with the recognition of the people, the important people in history. You are paid far too much. You don't deserve the salary you have, be aware of that. And never, never take La Caxia to Madrid because if you do that, I will die. I won't survive that, and you will be guilty for my death. I demand -- and I said it every single year, I demand a Valencian Director in La Caxia. We had La Caxia in Valencia, La Caxia bought the Bank of Valencia, we don't have any Valencian Director. And I'm going to tell you one person that did help me a lot, that is the person who deserves to be here. [ Juan Rodge ] as a Director. He would be so prestigious a Director, and we have to buy the 60% portion of the government. The government, we want them out. And I want no politicians whatsoever from whatever political party, no politicians whatsoever, now or never. No. Our employees are our best asset. Indeed, we are to treat them nicely, not frighten them. We are to care for them. We are to treat them so much better than we do. And they have to smile in turn to their customers. I don't want to forget those people in Valencia, my mark to them is an A+. They are fantastic. And now we will go for lunch altogether. Who pays for lunch? Customers. You go to a fancy restaurant, or are you going to go to a bar and pay for a set menu for EUR 10, EUR 12. You're going to pay your lunch out of your pocket? you should. And do you pay overtime to your employees, to our employees when they stay long hours at the office? You ought to pay for your lunch with your own money or pay your over time with your own money and to finish with, don't leave Valencia. Valencia is neutral territory. Valencia is powerful in La Caixa. And we are not crooked as all those scandals in Spain about Valencians and Catalans, we are absolutely neutral here in Valencia. We want no politics. Okay. That's all for me. Well, I could say a lot more things actually I shouldn't. I will not. Well, long live La Caxia, long live Valencia, long live Catalina or Catalonia.

Óscar de Oya

executive
#16

The floor goes to [indiscernible].

Unknown Shareholder

shareholder
#17

Good morning, good afternoon, CaixaBank family. I don't to mean to use familia, family out of the blue, not at all. In actual fact, many years ago, I swapped banks on the Balearic Islands, where I live, and I chose you, not for economic interests, not for professionalization, which indeed, of course, CaixaBank to have such properties, but for the family component in the bank, the friendly treatment and that was really appealing to me and ever since I have been a client and have been in the bank. And -- of course, even since that moment, I was fortunate enough to get to know a few of -- a few personalities in this extraordinary institution, high statute people. I met three of those high statute people. I will mention them chronologically. Mr. Isidro [indiscernible], Mr. Talmer Ranaspa; Mr. Thomas Muneza, and of course, many branch directors, and I also met many employees, those with the lowest rank too, and I failed most friendly to them, I was friendly to them. They were friendly to me and with some of them, I made friends, and we were sort of in harmony, if I may say so. With my two hats, I have two jobs, a musician and a doctor. And so when I wear both hats, I realize those are values not only for a bank but for the whole of society. I tell you very interesting stories, I remember, a patient of mine back in time in Germany, we became friends because we were both musicians. He was a great violinist and so was his brother, [ Mikhail Vonstein ]. I remember story, he told me a story that comes to reinforce the importance of friendliness and spirit, as Beethoven already told us in his symphony, the brotherhood of human beings. The youngest brother, [ Mikhail Vonstein ], I have known him for a long time. But first, through stories, stories told to me but as I said, he was a patient of mine in Germany. And so the brother was asked to play the violin when Germany invaded the Soviet Union in World War II. They are a family of nine, that did happen, it was a miracle. It is a matter of fact. He stopped the war, music stopped the war at that very moment when he played box music. The village, which was being conquered in World War II, at the time that war on that very spot stopped, thanks to his music to his violin, silence prevailed and meet wall more. So what hope can this bring in -- bring to us as human beings, it is those values that we need to live up to, as was the case hundreds of years ago with Beethoven, a deaf musician, we ought to remain joyful and we ought to feel to it in a real brotherhood and sisterhood all over the world, and based on our experience in CaixaBank, hopefully and eventually the whole planet would benefit from peace and love. Thank you.

Óscar de Oya

executive
#18

Thank you. The floor goes to Antonio Rafael Garcia.

Antonio Rafael Garcia

shareholder
#19

First of all, for the record, I want my whole speech, I want all my words to be perfectly reflected in the minutes. Our dear directors, dear members of the Board, dear shareholders, ladies and gentlemen. I speak as a shareholder and as a client of CaixaBank. I've always felt proud of our foundation and our work, and that's why I am a client to CaixaBank. I always thought your social work was the flagship of the entire institution. But some recent events caused me to think that the social policy in La Caixa has changed, and I note this to be true because I speak here on behalf of our group who have been neglected by CaxiaBank group, who is hopeless, who cannot defend themselves who have been really affected. They have no power to defend themselves because they were not heard before a decision was made to stop their pension complement in their remuneration scheme. Yes, CaixaBank on the basis of labor agreement. In other words, with favor of major unions in post complement as a supplement of 0.35% fixed. Fixed percentage not to be changed. That was poured back by the company in Kafka style, if I may say so since 2008, all these aspects have been supported by this staff. So it is about time those who retire do these. Being made redundant, isn't that sacrifice. Being retired early, isn't that sacrifice? Well, that argument sufficed for this measure to be put in place coming to 0.35%. Sendai in Latin without a safeguard provision shame. Shameful, it is. Absolutely it is not a simple group. It is a group who have devoted 30 years in the lives of the company, given the type of the family time just to meet up with your revenue requirements at group who is addressed by many parties, a group of people who put up a good fight to be able to retire on dignified terms, who fought for adequate decent pension supplements. And now without the possibility of being listened to the pension be in capped in the most offensive manner. It is absolutely shameful for an institution like this one. Hence, my intervention here today at this moment in time for this general meeting of shareholders, which is the top government, 40 in CaixaBank to encourage their managers to correct and amend such unfair behavior and measure.

Óscar de Oya

executive
#20

Thank you, the floor goes to Francisco Albert Martinez.

Francisco Albert Martinez

shareholder
#21

Hello. Good morning. I am here in the general meeting on behalf of [indiscernible], representing small saving clients and small shareholders in CaixaBank. As for 2022, investors and shareholder in CaixaBank had good news after some years of no changes, shares got back in shape with almost the double of the beginning of the year, EUR 4. I would like to think this was the result of really remarkable management in the bank. Rather, it is the result of the impact of some external factors which are beyond your control. And then there seem to be growing uncertainties worldwide, which has caused shares to shrink again. In other words, your scheme for purchasing shares did not manage to stop the downward spiraling at the time in CaxiaBank, you could have used the money, EUR 1,100 million in 2022 for other investment to be able to generate new assets for your bank and your shareholders. Rather, you failed to behave as proper managers by telling us that CaixaBank did not have opportunities to profitably grow in a globalized world. Besides you defended such schemes, alleging there were benefits for the shareholders. As a matter of fact, no dividends are not higher. The fact is that you defined benefit into a bigger number. So who benefits the most? The entity itself, what about controlled shareholders or they managed to have a greater presence in the bank as a result of that scheme. Criteria has covered more than 32.1%. And if we add the participation, the share of the state, we are dangerously close to the barrier of 50% . Therefore, to shareholders could have control over the company and can hold us -- can actually hijack us. Becoming hostages, we cannot stand up and complain about that. So we, small percentage of shareholders wonder what the usefulness of the meeting is when nothing can be changed in 2022. The monetary policy was beneficial, the rise in interest rate was beneficial, both policies were efficiently transferred on to credit, which accelerated access to credit in different conditions to companies with a lot of money going into that business if compared to the previous year. And you found no problem in joining the opposite trend recovering consumer savings via the proceeds where there seems to be some time of obscure movements. Spanish banks are at the very end of the very last, besides they have been deleted from some service catalogs and so consumers cannot get a return for their investment. What needs to happen in Spain for a conservative investor to have a decent revenue, you cannot sell equity funds for investment as a welcome solution by clients. In fact, they risk their savings and profitability is not assured. Of course, you continue getting revenue and profit from such measures. This is causing large amounts of money to find other alternatives. And basically, this is damaging the advantages initially proposed. In other words, you are accomplishes to the increases, which affect Spanish consumers. You even dare to openly say there's not a war for debts in Spain because the loads of liquidity in the sector liquidity, which has been obtained through Teletrac options.

Óscar de Oya

executive
#22

You're out of time, you're out of time, Mr. Albert.

Francisco Albert Martinez

shareholder
#23

And such policies would have to be modified because a lot of the sector put a lot of money into those options following the interest in the close to 2%. There was a practice, absolutely debatable, which has reverted effects in the Spanish banking system because it actually neglects Spanish consumers savings and their position because you don't seem to need it as a funding avenue. In spite of these public problems, you continue denying the issues and you continue taking positions favorable for other aspects. We -- let me remind you that this sector already owes Spanish consumers more than EUR 51,000 million from the bank rescue from which EUR 20,000 is down to you because, remember, the state helped you with such funding given for free. So there's no surprise that dividends are still recovered by -- or should be recovered by Spaniards, but they only cover 1/4 of that investment. Similarly, as for the shadows cast of the financial sector. Currently, CaixaBank has issued bonds, which are convertible, which have been depreciated up to 11%. Do we have the necessary firewalls in case these ratios are harmed? Thank you.

Óscar de Oya

executive
#24

We have a lot of interventions, we should observe the turns allocated. I'll give the floor to Fernando Martin. Be reminded that you only have 5 minutes.

Fernando Martin

shareholder
#25

Good morning, everyone. I would like for my attention to be literally recorded on the record. I come here, representing the ICAE and also the small shareholders of CaixaBank, despite the sector and this entity is moving towards the digitalization will result in less cost. We as consumers see that despite that you have more less 0.5 million customers, your revenues and commissions have been increased specifically your commission has increasing 3 million this year in all the different areas. Can you tell us how are you adding more money with less customer in a digital world? Commission is 1/4 of your total revenue. We don't need another entity that has just given a lot of commission to its directors. I'm not giving anything to the customer. So you have the entity with the biggest number of national customers and we hope that you give back something to society. Regarding digitalization, let me remind you again that this is not only that you have to increase your margin. You are just firing a lot of people, closing offices, they're adding customers to the digital platforms. This is not good for our society. This is not a good business model. This is something that anyone can do. What will happen when you cannot get that increase in your profits by laying off people or closing offices, you have to be different, so your customers won't leave you and look for another solution which are better for them. CaixaBank is on the rank making on the values of the -- in Spain, mortgages has been very important, almost double and as the previous year. Another of the claims are in collated products revolving cards and some others. Some people have still to claim the mortgages. And there are still, but practices in when hiring, especially in a context in which consumers need all the resources to avoid and receive situations due to the inflation. If there's something that we all agree is that in 2022, that was very hard for the economy of every consumer. In fact the average increase in the salaries was grown 3% despite the inflation was close to 6%. This C2A shall has really affected you because we cannot understand why you dedicate four items in the agenda to address the increase of the remuneration of your directors. These meetings are just for us, you are just congratulating each other and you increase your remuneration in an obscene way on all the smallest shareholders can't do anything about it. We don't agree with a good practices code that you really joined after bargaining with government, your agreement cannot be good for your consumer. Some of the solutions of this code have some measures that could only benefit you because we will have some debt amortization, which will be higher. So we will have interest accruing. And then lastly, we would like to tell you that in the future we have an opportunity for many of the claims in an impartial way. And this will be good for the transparency of the industry. So we encourage you to follow it. You don't have any more arguments to say that the minimum rate clause is not abusive so expenses when one has -- via mortgage has to be paid by the customers. And we have so many abusive practices that we have been suffering during the last years. We really hope that CaixaBank will react and help us. You have the opportunities to change this shameful situation. So wouldn't it be better to have to face the claims of your customers in spite of going to the court, wouldn't it be better to be more transparent? Thank you.

Unknown Shareholder

shareholder
#26

Good morning, Mr. President, Mr. CEO, dear Directors, dear shareholders. My name is [ Begonia Feiro ], and I'm the President of the Union of Employees at CaixaBank. I want my intervention to be on the record. Once more, we have to come here to denounce the bad situation of CaixaBank staff. This is an extreme situation and we've been telling you about it for many years, and you don't seem to care. And today, we are the union with 41% of the union representativity because more than 12,000 employees trust us, and we will work with them. We are going to fight because we want to change this situation. We want for you to commit to take care of your staff. The staff is exhausted because they have to work very hard every day. Let me remind you that in July 2022, there was a survey called tools, climate and commitment. And they only mentioned the commitment culture and leadership. And there's no any mention on the worsening or the working atmosphere in our company. In that survey, employees were asked if they would recommend to their friends and family to work in CaixaBank, their response were very clear -- No. Staff at CaixaBank are at their ends with. What do you do? We will tell you once again, you are not honest with us. You show us the results that has been an improvement on the experience of your customers as one of the results, but we have the double of the claims by the customers, and I'm not referring to official data here. Do you know why? Because this entity is not treating their customers well. We have many claims. With the -- and some of the suffering threats and there has been an increase of 500 % compared to 2016. So please do not use some figures. We do not show the reality. The customers are not happy with our service, and the employees are the one face in this situation. You don't want anything to change. The goals are growing. And we have the customers for that because they only -- they are only addressed to -- in order to sell them new products. We don't fight for them. We don't take care of their issues. The only important thing is that profits keep growing. The reality for our staff is that we are alone because you are not changing anything. This Board of Directors left the staff behind long ago. They were -- they are greedy, they are not focusing on quality. And they [indiscernible] before the staff and that's why I want to address your staff. If we don't do the things we want to do, nobody is going to do it for us. If we want a whole situation to -- we have to change with the staff have the power to change our working conditions. We show this in some other instances, and we need to do that. We have to fight together for our rights and for our working conditions because they are ours. Do not forget this. Being a president, CEO, dear directors, you have to do something about it, and you have to change this situation both for your customers and your employees. Please comply with your promises and do not generate empty expectations through it because if you don't do it, the stock will end with this situation that you have places into. Thank you.

Ricard Ruiz

executive
#27

Good morning. First of all, I would like my intervention to be on the record. I'm Ricard Ruiz. I am working in CaixaBank, and I represent a group of shareholders, workers, family and customers who have delegated their vote by the CCOO, Comisiones Obreras Union. We want today to get our staff, our workers that we can say -- they are real heroes that allow you to show your profits in 2022. A recognition by the Board of Directors are not doing to the workers and now we have the same situation. First, you block the collective likening and then you didn't want to increase salaries in a percentage that will compensate the loss of acquisitive power during the last years -- for this 2023. You require from your workers an extraordinary effort for many years, both on the daily work and on the concession. But when we have some better moments for our company, then the directors are going to have the salaries increase and dividends are going to be allocated. Nothing for the workers, but the workers have been working very hard during the pandemic and also during the merger with Bankia, which has required a huge effort and still -- we are still working very hard for it. Despite this and despite the increase of the interest rate, we have the same conditions as before with working conditions, which are bad for the health of your staff and a commercial impression, which is out of the limits. Because we have to work very hard in order to achieve the goals you have. And this has been very hard for our sales people. And there are no means for them. We have -- honestly, you are going to beyond the limits which are reasonable. We need a real change. We need to change the policies. And so we should have people as the focus of the company. And those are the Board of Directors, especially the CEO can be responsible for this change of mindset. And when I talk about people, I also refer to our customers, individuals and SMEs that might need for the funding of CaixaBank. Then we should be focusing on them. You're always mentioning the foundation, which is the first shareholder of this bank. Let me remind you the words of your President some years ago. To be a leader is to be honest, to have a project and to make your workers to participate because they have the right to know who they are working for aptly who's more important in a company if the shareholder, the worker or the director, the workers are the more important. If they feel okay, they will work properly and the customers will be worked for -- and so the goal will be met and the shareholders will be happy as well as the supplier and we will have a sustainable company. Workers are just not a number, we are the most important asset of the company, and that should be recognized in the treatment and in the remuneration from Comisiones Obreras Unions. Please take into account these statements and we want to recover the quality of work we had before, this would be society and for CaixaBank. And that's why Comisiones Obreras will vote no to points 2, 3, 5, 8, 9, 11 and 10 and we will abstain from 4 sales bond [indiscernible]. Thank you. I'll give the floor to Mr. [ Ivan ].

Unknown Executive

executive
#28

Good morning, Mr. President, CEO, Directors, Dear shareholders, I'm Dr. [indiscernible], the secretary of UGT, Trade Union in CaixaBank. And I speak on the behalf of so many that have delegated their votes. I want my intervention to be on the record. As the CEO said, we have amazing profits in 2022. You might think that we should be happy for it, and we are. But those profits cannot be done obtained with the suffering of the workers. We are sure that the company should take care of their workers. That's why we are going to vote against some of the resolution. The workers are really exhausted and they are over working a lot. And you can see on the cycle social risk assessment -- and this is the reality. From our union, we are saying that for many years. I mean the directors are not in contact with their workers. As a result, we have the lowest feeling of belonging to the entity in the different surveys. And you are really risk in the sustainability of the business in which the people are really relevant, and you forget that. Very recently, you've changed an important thing in the business. And you are telling us that these changes will mean focusing on the customer and not on the products, but the staff hasn't seen any changes. So why? This closely change if it's not going to be good for workers and customers. All the workers in CaixaBank want to give a good service to our customers. We just don't want to sell them something. I mean we like a bazaar, we are selling them products every single day. You shouldn't be on this way any longer, don't be so greedy. From our union, we have warned you many times before. If we cannot provide the services for society, the public sector will have to look for new alternatives. You are telling our staff that they have to be dedicated that they have to work very hard, but you are not doing that. You post that we are the bank with the most important social commitment in the worldwide. On the other hand, you are not doing anything for your workers unless you are forced by law. Regarding working, you don't have any social commitment, you didn't show it. Not even recently when we asked that we should have the increase in salaries that we have agreed in the collective agreement. That's why you might understand that we will reject the proposal of an increase of 5% of the CEO, as if your salaries were not too high if you compare them to the average wage in our company. You could today offer something good for your workers if you support their careers. And we could also have some remote working, and you should not pressure them so much to sell everything and we have some goals focusing on a better service to the customer. You should also get rid of this kind of territorial directors which are consistently increasing the goals of the company. And also you have a variable remuneration system for the rest of the workers, and it's possible because in Bankia, they did it. UGT, our union as our workers, we do not agree with the system that it's not transparent, and it's only focusing on the results, and it's not being good for the health of many of the workers because they have so much commercial pressure. All in all, we directors, all the workers, in CaixaBank want to work, thinking that the company takes care of us. The staff, despite all the difficulties have been working really hard, and we have been following this quality service we want to provide. Dear directors, it's in your hands. That's why we will vote against 1, 2, 3, 4 and 6 because they are not complying with the quality Criteria, 7,8,9 and 12.

Operator

operator
#29

The floor goes to Mr. Gil Bartolome.

Bartolomé Gil

executive
#30

I want my intervention to be in the minutes in the record. Ladies and gentlemen, shareholders, directors, my name is Gil Bartolome. I am here on behalf representing [indiscernible] and numerous shareholders too. In last year's intervention, we ask for you an improved work environment, improved health and safety, improved work conditions. Unfortunately, things have not changed. Workstations are under pressure to an incredible degree without being able to adequately serve clients. The replacement of the director who implemented this could be a relevant change. But as matter of fact, to date, things have changed. Rather, they have worsened. At [indiscernible], we believe this is due to the fact that intermediary positions exert our short-term management style. And so they -- well, that is obviously part of the salary of their wages. And so that causes them to put a lot of pressure on their teams and their teams who remunerated to a much lower state cannot work properly. A part of the solution to the problem would be to reach consensus with union representatives and have a bonus and incentive scheme that were to be absolutely transparent and clear with very clear criteria. Mr. President, it is now pressing. It is urging for you to consider the well-being of your staff as a strategic factor. You are to take measures for professionals in this company to be able not to be burned out and for them to be able not to suffer from stress. Now I shall focus on something which the staff is suffering from the waning purchasing power. In August, affect formally applied for a discussion panel to be opened internally to tackle the purchasing power reduction of our staff, this type of reduced purchasing power up to 2022 in all the different professional groups has come to more than 18%. Our record was based on the current economic situation. The interest raised were no longer negative. Their growing trend was obvious. And so that was going to have a positive impact the bottom line straight away, even though there could be bad debtors, it was great news for shareholders. We are pleased about it. But what answer did we get what response did we get? We were told this is a matter of collective agreement, we were not giving a straight answer. And so we understood that if we or those who signed the agreement, the unions, if they were to meet such harsh working conditions without including a review provision according to inflation, we thought the same could happen. You were right. That was the case. The solution to our brutal win in the purchasing power or the employees was, well, what was the solution, we are bagging. We are beggars, and you give us peanuts. Peanuts, something just a tiny pay, which besides is to be reviewed clearly. That doesn't come overcome the problem with the purchasing power of the staff is not a big grant agreement as you thought it was we seem to be juggling with our home economics, but it is only fair to pay the whole staff on the basis of benefits of dividends and increased revenue. So you need to reconsider the waning in purchasing power of your staff as regards debts by reaching agreement the financial conditions of the members of the staff as you were informed in March last year -- sorry, on March this year and our salaries to be reviewed the same mortgages. Because if we people are your best asset, our salaries need to be improved, neither CaixaBank, neither the Union signed the agreement need to resort to external mechanisms. Because economic reality differs from them, of other companies in this sector. And that is economically suffocationg at CaixaBank employees. Mr. President, is up to you and it's the Board to preside over to change this situation to finish with. [indiscernible] want to share their ideas and solutions to try and find a positive solution.

Operator

operator
#31

Ms. Elena Serrano.

Elena Serrano

executive
#32

My intervention is for the record. Dear board members, dear shareholders, dear attendees. My name is Elena Serrano, Secretary General of the Unions under at [indiscernible]. Congratulations on the dividends, on the earnings, on the results, but we regret the quality, the poor quality at our branches, no attention being paid to that. Nothing has changed the and you did not listen to any of the union claims in the previous general meeting. You now have an opportunity to go back to a proper service system instead of being a vanguard electronics communication company. No, we should do things properly besides pressure is too excessive indeed and too many calls to be made to many data to be filled in by employees. Sales wise, they cannot take it any longer. They are block burned out. They do not know what they need to sell every day, day after day. They -- yes, what matters to take a nice picture for the press. The incentives directors get, of course, are not justifiable. And of course, we don't agree with the elimination of bonuses and incentives that are definitely well-deserved. How many People have to go off seek for CaixaBank to take a note of this, to take notice. Nobody wants to be promoted. No one wants to be responsible for more and more projects. Are you not going to listen to us? We encourage directors to take care of those working at the branches without them, the company would not make sense. Without them, profit would not be made. Without them, we couldn't do any social foundation work for society to benefit from it. We cannot do with our companies in the central headquarters who work hours and in doing a lot of overtime. We need respect to be brought back. We need employees to be excited back about their work for them have a stronger sense of belonging. They are -- you ask us to give the company a good reputation. But in order to get, you need to keep employees are only the recipients of loads and loads of pressures. Let alone small shareholders, yes, you and all of you shareholders, big shareholders, inspite of your revenue of your profit, you don't put part of it for the welfare and well-being of your employees. So we ask the members of the Board, we ask the directors to change this trend. Because everything is down and starts with people and the workers at CaixaBank.

Unknown Attendee

attendee
#33

Ladies and gentlemen, shareholder members of the Board of Directors. My name is [ Orka Bona ] also represent by CaixaBank Union, group of people. Can you sleep at night? Or are you just enjoying life because many colleagues, many employees have to take sleeping pills to be able to sleep. Or do you take anxiety drugs, did you take some of those pills to come here and submit your results? Some colleagues of us cannot take any further pressure in spite of the millions of euro, nothing is done for our people's mental health. I send you quite a few e-mails this morning. [Foreign Language], 9,600 million [Foreign Language] CaixaBank 340. Do you know that as a Board, you rank last on that list about caring for your employees? Please don't give us any more excuses. If things continue this way, you are bound to suffer from some consequences. You closed down a lot of branches. So would one of you like to resign? Please put your hands up. Make it easier for us. We don't want to make up our minds and choose one of you. Did you ever say something similar to us? Can you imagine that type of life day after day. Even if you have excellent results, it will never be enough with it. Today, bank workers and CaixaBank employees, are saying, no, enough is enough, enough is enough. The results of a year cannot be reached in just 1 quarter. You speed us up completely and that will cause us to pay at all. The number of customers who are unhappy is now 4x bigger. When a customer leaves, for price reasons, they might come back for several reasons. But if customers leave out of service problems, they shall never come back, will they? So yes, these benefits are very good. You may rest for a while, some peace and quite for a while, but you will see what may happen to your employees. Of course, you want to get people to work hard, but we need to adapt to customer needs properly, not under pressure. We are part of the bank sector, no excuse fits in because too much greed is bad for all. You seem to be very happy about results. But do you remember the song by Supertramp, Crisis, What Crisis. You seem to believe our customers can take it all. And you tell us pressure, what pressure? I'm not only criticizing you. I'm asking you for help. Thousands of employees are salary discriminated with the same position, doing the same work, some of them get less money, less of a salary, and that will continue even after those 5 years, there will be differences in pension schemes and retirement amounts. And there will be differences over 200% increases should the employee die or be off sick for good. Our families are discriminated too or our children. Some of them get hope up to '18. Others up until they are 21 years old. What do you want? Buying a bank is a verb, is not an adjective, buying a verb. And so children are equally entitled. We are thankful, but we are professionals in the same team, and a judge should have the final say. What sense does it make to do something today and get your bonus in 5 years' time. This is not done by a socially responsible company. Is it? Thank you, Antonio Cano.

Unknown Attendee

attendee
#34

Thank you, dear President and CEO, members of the Board. Ladies and gentlemen, shareholders, my name is Antonio Cano Everett. I speak on my name on my own behalf and also, I also have some proxy votes pursuing to the conditions set in the Union section. Please keep my intervention in the records. I don't suppose -- well, given vast majority, I would like our voting to be properly recorded. I want to focus on the gradual loss in certain aspects in CaixaBank, which is dangerous to CaixaBank as this will certainly have a in future results. Can you please ask some questions? #1. Can we and how can you feel comfortable running a company in which 60% of the staff would not recommend the company to others. We're not making things up, these data come from our survey reports submitted last year. #2. Of the past few years. Did you wonder why a high number of new employees actually drop out before the contract -- before the contract trial period, how come? And how come Spain -- well, without a doubt that Spain has the highest unemployment rate in Europe for young people, 29.3%. What do you do to keep talent with the company when you recruit talent? #3. How can you allow CaixaBank to be embarrassed enough to be put up as a candidate for the worst company of the year by Consumers Associations, FACUA, as published by expansion last February, your directors are going to have a remuneration increase in line with the average increase of the staff. Let me say that from the annual remuneration report in 2021, for the period between 18 and 29, the fixed remuneration section of the Board had been raised by 52.82%, while the actual increase for the staff in 2023 on the basis of not real salaries is really, really from that 5%. So there's no correlation between both increases whatsoever. You still consider the staff cost an asset. But you are wrong. You are making a mistake. We have -- we are faced with high inflation with high interest rates, the power -- purchasing power of the staff is definitely debated and many workers in our bank will certainly find it difficult to pay their mortgage or their living expenses, et cetera. Having said so, perhaps you ought to reconsider the remuneration of the whole staff following the same criteria you apply to yourselves and start working on a deep salary review, particularly for the lowest salaries. As for the deterioration of our reputation with customers and clients. We understand this degradation is due to events and faulty services being provided over the past few years. On the basis of such deterioration, it is essential to review practices and processes, which really exert high pressure on the staff and for them to improve their service to customers. You have a new opportunity now with current interest rates. So you can reverse these processes and improve training schemes at CaixaBank for employees to be able to face the way they treat this customers and to strengthen our position versus the competition. Finally, you or obliged to create value to make this company the best possible work in place, and you have to defend our routing and traditions. In other words, the promotion of Catalan as a language and for you to return the headquarters to Barcelona where they should have stayed. That so from us, but it is now pressing for you to make decisions. Thank you very much.

Operator

operator
#35

Thank you. I give the floor to Mr. [ Johan Baines ].

Unknown Shareholder

shareholder
#36

Good morning. I would like my intervention to be literally on the record. Good morning. I'm [indiscernible] from this Union in the Balearic Island. First of all, UB is a shareholder of CaixaBank and I don't know why we have to speak so late in the intervention. We represent the work within Majorca and we are not well considered on what's happening remaining due 2 meetings ago, which were not right. It was not recorded. Our intervention was not recorded some of the times. Or are you doing this because you don't want to give us a reply to the questions we have. So what's happening with the accounts in CaixaBank. Do you -- have do we have shareholders Class A and some shareholders are Class B and not so worthy. We really request that all the decisions are made for everyone. So we are going to focus mainly on 2 things. The commercial pressure of the staff that is mentioned by all my colleagues and also discrimination by what we want to say that there's an immense pressure for the salespeople, and this is done every single week. We have to sell whatever the cost, not something which is good customers but are to increase or to get better revenues. I would like to say that some directors have to have the cashiers open till to 2 -- till half past 2. Some auditors say that the case had to be closed at 11, and they have to sell products of the bank till 2. We also have some vacancies and they should be covered. And sometimes to the customers "This is not working on the order or financial resources". In order not to give -- to provide for those who are coming with this kind of notebooks to the ATMs and this is a shame of you, shame on you. And also -- so that want to keep workers so they do all the data work. And then this double standard which is a risk for the workers because it's forces the workers comply with regulation, which is too hard on them. Mr President, dear shareholders, [indiscernible] this is not good for our reputation. So we request that you should stop this commercial goal that this double kind of standards that you're having in February. In February, this was a strike in CaixaBank. Please do not force us to go on strike be on Caxia Bank. They had a 60% assistance compliant with the strike on. It would be much higher in CaixaBank. And this -- we have a 12% for our ROTE. With the situation of the stuff right now, I don't think you are going to achieve this. Most of the staff is going to take a leave because they are depressed. So staff are really all the work you are not going to get a qualified return on tangible I think you should get more information on the situation of the staff. You should visit your offices. Also, that's in quality and fundamental every worker should be treated equally, for instance, risk [indiscernible], they have a second-class widows and orphans because this discrimination, you agree -- that you are you going to still keep on with these practices, which are discriminatory.

Operator

operator
#37

We are out of time, please if you can finish with your questions. Would appreciate that.

Unknown Shareholder

shareholder
#38

Well, basically, I claim that same equal wages equal work. Thank you. I'll give the floor to Carlos Alberto Guerrero.

Carlos Alberto Guerrero

shareholder
#39

Good morning. I would like for my intervention to be on the record. Directors, President. My name is Carlos Guerrero. I'm a shareholder. I am a worker and work representative in CaixaBank. It's been very hard years with the interest rate even below 0, and we you have us for sacrifices shareholders have less dividends and workers have been laid off and customers have seen the service provided has been not so good. I understand that focusing on sales is being done by the Board of Directors. All this has consequences for society. For instance, we have to do some marketing campaigns. We are focusing on good positioning. However, in the real world, in the neighborhoods in the upstreet level. There are many critics and many workers so be working a lot and very hard for your company are leaving very difficult situations because they are previous tied by some things, even the neighbors the own family let's not cheat and do that. You have the service and you have good results for your service, but where are you getting those resource. What do you say? Because workers are telling the customers that they need to get a rate of 9 or 10 because if not, they will be punished. And that's why you are getting such good base. And we cannot do that. On the other hand, do you tell that we are transforming into digital, some customers which are just asking for information. Is it messes are to have an only channel, which is real in order to be closer to the customer and better reputation and the sales, of course. Ladies and gentlemen, we are on a new cycle. The accounts for our clients are not a liability in our resource, in our balance sheet. So let's do something different. Let's open the offices. Let's invite our customers, less don't do so much telemarketing. That's really helped the customers unless have real omni-channel. So customers can address in a way which is more convenient for them. Let's support cooperation among the different departments instead of fighting cannibalization and everything is okay, if you sell something focus on the quality we provide our customers. Mr. President, my question is don't you think that it's the time to come back to customers. A model which is kind of customers model in we recognized the service we provide and the work of your staff. On the contribution to the development of our society close in and opportunities for the business won't be achieved by big institutional campaigns. But with the things that we do every day in our offices every time we get into with our customers, which have the channel. I really hope that next year, we will see some changes which are required to recover the trust of our customer to be good for the society, the shareholders and workers. Thank you very much.

Operator

operator
#40

Thank you. I leave the floor now to [indiscernible].

Unknown Shareholder

shareholder
#41

Mr. [indiscernible] I would like my intervention to be literally on the record. Good morning, dear shareholders members of the Board, I am [indiscernible], and I talk with the campaign, [indiscernible]. And I'm representing more than 12,000 shares once more we here announced the relation of your bank with the companies which are devoted to arms and specifically to the militarization of border and that makes you responsible for the breach of human rights on our borders and for the depth of thousands of people, families who are running away from handle repression and a world in which to often find as weapons, which have been manufactured in Spain, weapons that good for those who are selling them, I would like to focus on a conflict that usually is not on the complex but has more that many of the wars that we know. It's a war in which there's only one arm party, and they do not need the pallets because their enemies are not a threat for anyone. They just leave it on the sea or the time when they climb a wall and they declare immigrants with no rights, no boat with the technology of the companies use support. Nobody cares about the migrants, who cares about the 2,900 people that have died in the Mediterranean Sea only in 2022. More than 70 people died last June when they try to cross the Melilla border. Caxia Bank has financed four companies related to the border war [indiscernible]. I'll give you some detail about them. Since 2019 Caxia Bank has bought EUR 5 million in [indiscernible]. 27% of their production is devoted to a military device -- electronic devices. Which are used to in the borders as well Indra as well as outside surveillance system and this force the ships on the boats of the migrants to more difficult groups every day. How many lives we lost at sea when they were running away from the country. CaixaBank also granted loans to up to EUR 4 million to [indiscernible], who manages the migrant centers in Amalia and they breached the human rights there. [indiscernible] international are really denouncing them. So they are going to jail. Those migrates are going to jail with a death trial. And then [indiscernible] invest his EUR 19 millions in this company. And this company has support contracts for millions total the borders in Europe. It gathers data about everyone coming in and out of our country -- our countries. They have technology also with fashion recognition with this raises President members of the Board, shareholders, your financing of the Board were really any social work to do with migrants. Many of you might be ashamed when you receive the dividends of this year. Sorry for that. Thank you for your attention.

Operator

operator
#42

I give the floor to Mr. Javier Toca.

Javier Toca

attendee
#43

Good morning. Mr. Notary, I would like for my intervention to be literally on the record. Good morning. shareholders, members of the Board, Mr. President. My name is Javier Toca. I speak here on behalf of the campaign Banca Armada. I am representing 10 shareholders that have -- give us the rights on 21,000 shares. Mr. President, we're sorry to mention your links with companies that create nuclear weapons. Nuclear weapons have been forbidden by treaty that was on force in January 2021, but there are companies that are still manufacturing them. 51 countries has signed treated that forbids for the use and use of nuclear weapons. And it also forbids to use or to threaten with those weapons and it also forbids any assistance to any of those for bidding. Mr. President to finance those companies is a way of helping nuclear weapons to be in the world. Mr. President, during 2020 to 2022, CaixaBank has given credit and loans for almost EUR 100 million to line [indiscernible] from civil aviation that also create nuclear weapons, they find. It was in a report by [indiscernible] and [indiscernible] December 2022. Dear shareholders. Boeing is manufacturing elements which are fundamental, like for the pre-standard of fundamental and so for the new clear weapons. And let me offer you some more figures. 14 times could the planet be destroyed with the nuclear weapons we have. 3 out of 4 weapons wouldn't be manufactured without the aid of financial entities like CaixaBank in our environment in which leaders of some countries are threatening with the use of nuclear weapons. And this threat is beginning more and more real. It would be great for banks like CaixaBank to stop relating themselves with this kind of companies. We, President, we offer today many figures. The only ones interesting for you were the ones representing your profits back. Honestly, we would like to know how it is possible that you are not worried about contributing to these companies that can destroy the planet. Don't accomplish anymore for this?

Operator

operator
#44

Okay. Floor goes to Alex Alfaro.

Alex Alfaro

shareholder
#45

Ladies and gentlemen, shareholders. My name is Alex Alfaro. I represent 1,050 shares. So I am a shareholder, but I am also a Valencia football club supporter. Your client, Valencia, Football Club, is at a very critical patch. So here go my questions and please, for the record. CaixaBank is the globe's greatest creditor and so has the keep to saving Valencia Football Club. Sure, you are aware of their losses, EUR 180 million since lean. And their solvency being absolutely jeopardized. Do you understand CaixaBank is going to have bad reputation if you continue helping Peter Lim, who is main shareholder of Valencia Football Club. Do you know that over the coming weeks or days, there will be a demonstration at their headquarters. Do you think your client, Valencia well, the shareholder of Valencia, do you think is more important than other clients? What do you think Valencia supporters will say? Question number two, if a citizen like me were to lose their homes because of failing to pay the mortgage, of course, you would ask me to submit more warranty so that I can meet up and pay for my installments, my mortgage. What about Valencia Football Club with a loan given to them coming to EUR 180 million. Wouldn't you ask more warranties to support such credit. What are the interests that bring you close to Peter Lim? Comment number three, imagine you have to make a choice Peter Lim on the one hand or thousands of clients who support Valencia Football Club, sorry. A question to the President. You were the President of CaixaBank when this affected when Valencia bought out or by bought out by Peter Lim. But please note, it was so apparently on grounds that was an interesting business to the bank. What is the interesting business with CaixaBank now and Peter Lim. What are you going to do? Are you going to ask the club to be sold out to others or the bought out by others? Did you check -- did you find if item is going to sell the cloud. What are you going to do CaixaBank to help Valencia? Valencia is possibly the most important asset in the region of Valencia and I am a simple client. But shareholders need to be given answers to all such questions. So please ask my -- sorry, answer my questions. Valencia is not a simple client. And so Valencia support its customers of CaixaBank definitely need an answer.

Operator

operator
#46

Okay. We shall now read the applications we got remotely.

Unknown Shareholder

shareholder
#47

Good morning or good afternoon. I want my intervention to be recorded. My name is [ Beish Imbar ]. I speak on behalf of shareholders who have delegated their vote of me and also as the representative of the Balearic Islands [ SIP ], which is the majority union in -- for CaixaBank in -- on the Balearic Island. So I would like to congratulate our colleagues in CaixaBank, the best staff in the sector in the bank industry and the best asset. Thanks to them, their -- it is down to their commitment and responsibility that we are successful organization. And we have made good results today. Last year in the General Meeting, we told you that on the Balearic Islands, there was a commercial pressure, which was extreme and to the extent that even threats, pressures and lack of empathy, tight control were measures commonly put in place. That lack of empathy or some offensive comments on the employees contribute to a bad atmosphere at the workplace. All this causes employees to want to leave. So when will you apply your next redundancy scheme? We know the people who work there on the Balearic islands do a great job and that they are making efforts to try and reverse the findings of survey. You can count on us, [ SIP ]. If you want to get our enthusiastic back, but that should only be possible without toxicity in the organization. We also want to report on the treatment that some colleagues received, particularly when they protested concerning their salaries. And then there are other proposals, which have not yet been addressed on the Balearic Islands, and the employees on the Balearic Islands have to pay much higher flat rental prices. And so their waning purchasing power should be addressed. And we don't want to forget our customers either. Over the years, there's less complicity, there's less friendliness and -- with our customers because we cannot solve their problems. In fact, it is their clients who solved our problems. Last year, we were told about a new figure, the so-called senior consultant on the basis of our protocol to be applied with senior citizens and disabled people, but this should have never happened. Our senior citizens today made it possible for our bank to grow years ago, and so the protocol should go further. Let me give you an example. We -- our senior citizens were sent a letter and told that our services could be offered up to half past 2. However, the deal has seemed to be closed much earlier. We say we were close to senior citizens. That's part of our slogan. So let's put it into the practice. Let's take it to the practice. In fact, on the Balearic Islands, this has not come true. This contradicts our social policy in our social work where we seem to encourage the participation of senior citizens in societies. What do you think about our slogans and/or the fact that some people have actually commented on senior citizens stealing our time? And of course, a word to the Managing Director. We need a strong bank committed to all customers but also committed to the staff. That's why we ask you a change in your attitude so that work can be motivating enough. As our founder said, Francesc Moragas, "Work in the head, people in the heart," and to finish with, I would like to address the President. Our bank has become a bank without a soul. You -- as the maximum authority in the bank, you have the mission to bring the soul of CaixaBank back. You can rely on [ SIP ] to do that to fulfill that mission.

Unknown Executive

executive
#48

Okay. So that was the intervention we got remotely.

Unknown Shareholder

shareholder
#49

Now good morning, my name is [ Juan Prieto ], voting consultant and proxy for European network. We give advice to our customers concerning pension schemes, for instance, in Banco Santander. First of all, I would like to say thank you to the bank for the opportunity to participate in the meeting remotely and for their transparency. We have voted against points 7, 8 and 10. The policy is well structured. However, the level of proposed for remuneration is above levels and standards in Spain. And then there is an additional 5% increase this year. Besides the existence of our Managing Director and Executive President versus a single CEO in Europe institutions makes it more expensive. In spite of that, we have voted in favor of the remuneration document given the results attained and the concepts, the remuneration concepts. Thank you very much. I want you to put my intervention in the minutes of the meeting.

Unknown Executive

executive
#50

Okay. That is it for the intervention turn. We now close this intervention time for the shareholders attending face-to-face and those remotely. Next, we shall answer the questions post, notwithstanding the answers that might be given in writing within a week. Okay. We will first answer a question raised by some of the people who intervened concerning the headquarters and the location of CaixaBank headquarters. I will answer that matter. First, before I answer, you said [indiscernible]. Thank you, by the way, because I know you touched upon a different matter. Right, the headquarters, we are all aware. And of course, I'm extremely proud of my -- of the Catalonian roots of CaixaBank. I am absolutely convinced that the very many successful milestones by the bank over the years have a lot to do with entrepreneurial values which we can find on those very roots. Throughout the years like Caixa first and CaixaBank later deployed an extension -- expansion strategy, which was most successful throughout Spain. That strategy was that successful that at this moment in time, we are the largest bank in Spain. That is a matter of fact. But we ought to acknowledge too that CaixaBank have consolidated their presence in Catalonia. We are an absolutely relevant player in many fields, providing families and society as a whole with service. This is an evident example and a result of our growth strategy without harming our very roots when the merger took place 2 years ago. Both CaixaBank and Bankia have their headquarters in Valencia. At the time, the Board -- and so was circulated, the Board decided to have the headquarters -- to continue having the headquarters in Valencia, and that was for good, which is compatible with having 2 very powerful operational offices too in Madrid and Barcelona, which by the way, are working very, very well, running smoothly as proved by the results we shared with you today. As for [ Mr. Mafas' ] intervention, he suggests a change in our Articles of Association so that General Meetings can be held in Barcelona. I understand your intervention, but let me make 2 comments. First of all, since this is not included on the agenda today, legally speaking, this matter cannot be considered by today's meeting, notwithstanding your right for this matter to be addressed outside this General Meeting or in a subsequent General Meeting. Secondly, the evolution of regulation and our interpretation of it and the basis of our current Articles of Association advise the General Meeting be held in the current headquarters. Having said so, the possibility of following up things and living up to consumers -- sorry, shareholders' rights on a remote basis, the fact that we can have remote General Meetings doesn't make that matter so important, if compared to the past. I would like to say thank you to Josefa Cortes for her comments. Thank you very much. And thank you indeed because for the Board and for the CaixaBank team, your words are really encouraging. And we are moved, particularly when we talk about social work, social aspects.

Unknown Executive

executive
#51

I would like to answer Eduardo Mestres Mataro. Thank you for being so loyal to our bank. Thank you for your positive comments in your intervention, and thank you for your recommendations and your wish for all people to be customers of ours. Thank you. Thank you very much. It's really helpful. There are some aspects you touched upon and which I absolutely agree. You said the most important asset in the bank is their clients. Of course, it is clients who make our project legitimate. Without customers, we wouldn't have a General Meeting. We wouldn't have a salary. We wouldn't be here. Secondly, I absolutely agree with you and what you said about the quality of the CaixaBank team. Thanks to their work and effort, we are able to present these results, and I also thank you for the comments you made on our territorial direction -- director, sorry. Rest assured -- as for the headquarters, rest assured that CaixaBank will stay in Valencia. The headquarters will stay in Valencia. And finally, I appreciate your suggestion, [ Mr. Juan Roche ] as a potential candidate for the position of Director. Thank you very much. But our Board is already extremely competent and efficient now as it stands on, and we're so pleased to see you have an excellent opinion about Caixa firm. But I regret that you have a negative opinion about me. As I told you in the last General Meeting, I would work for you to change my opinion, my view -- your view of me. I will continue doing my best for you to change your mind. I would also like to answer [ Mr. Juanes Sevitania Boadilla ]. Of course, indeed, what you said about the need for brotherhood, for good spirits, for people to be closed, well, we agree with you, indeed. In fact, it is a beautiful way of expressing our purpose -- the brand purpose for 2022. Now Antonio Rafael Garcia Zamora, he described his situation, and as he himself said, his situation is a consequence of a labor agreement and, therefore, the bank and the unions at the time back in 2020. Yes, indeed, what you described is just so as a result of that agreement be reached.

Unknown Executive

executive
#52

Now I will -- would like also -- I will ask for the help of this -- of our CEO to Francisco Albert and Fernando Martin, both of the [ EK ], the union. So I'll reply to both of them at the same time. I will reply to Mr. Francisco Albert on the comments on the situation -- the corporate situation and financial situation of our bank, and then our CEO will reply to both of them regarding the commissions and the services that have been mentioned. Talking about the different purchase -- topics you have mentioned, you mentioned rightly so that the interest rates were a favorable element for the banking industry and specifically for CaixaBank, of course. And you said that the increase of this rate has been linked to the value of our shares. And you have said that the result of the increase of the price of our shares is because there has been an increase in the interest rate. But if we take this into account and then we have a knowledge that higher the interest rates, the better for the value of our shares. Let me remind you some of the figures I offered you during my presentation. So I can tell you how the price of the share has been different from the ones of our competitors. To begin with, in 2022, the increase of the dividends that we are here presenting was 58% if we compared it to the previous year. Secondly, since the closure [ 21/2 ] till yesterday, our shares have been revalued 51%. The index of the European banking was so -- in the 2%, there is a huge difference between the 51% and the 2%. And if we go backwards to September 2020, when the merger operation was made public, our shares have increased their value in more than 200%. Secondly, you said that in this environment, which is so uncertain, if we have enough equity and if we have a base for these uncertain times. So I will offer you 3 figures for you to be at ease. First of all, as our CEO said, the level of delinquency is at a minimum moment, 7% -- 12% of the nonperforming loans. For you to have an idea, the European Central Bank requests a minimum equity to be held by the banks. And there's a different gap of 445 basis points. More than 1/3 of our equity is exceeding the request of the European Central Bank, and the [ right ] ratio that we also commented with our CEO, the [ REN ] that includes these kind of assets, it's 26.7% above the regulatory requirements for 2022. So Mr. Francisco can be at ease. And now I will give the floor to our CEO to reply the rest of the questions.

Gonzalo Gortázar Rotaeche

executive
#53

Thank you very much. So one of the questions about our sustainable funds, the funds have lost their category as sustainable fund. And we have 36% of our equity is on these funds. We have article 8 and article 9, which gives us the maximum degree of sustainability. So of course, we are still committed to this topic. So regarding increase in commissions, I would say that commissions are stable, and recurrent commissions have fall 0.3%. So it's not been an increase of recurrent banking commission the factor that is accelerating our profitability. Many commissions have been deleted. We are not having commission for card -- for credit cards or for accounts. We had -- 70% of our customers were not paying commissions for this kind of services. And also, we have some programs for vulnerable collective. We have 364,000 vulnerable accounts, accounts which are not paying any commissions. So I think that this regard, we are doing the right thing. Regarding the impact on -- of the increase of the interest rates, first of all, the increase of the interest rate is a decision of the European Central Bank because we have an increase of inflation, and there are some other costs as well. This is not a decision made by individual banks, and the code of good practices was approved by the majority of the Congress. There was no -- both saying no to this code. It was 289 votes. There is a consensus on this topic. We were the first one to subscribe this code, and we are applying it. Regarding the claims that had been mentioned in some other intervention, we are the biggest bank in Spain, which -- we are 50% bigger regarding the number of clients than the second biggest bank in Spain. So that means that in absolute terms, we will have a very high number of claims. So of course, we want to improve to offer better service and not to have so many claims. And of course, we analyze every single claim. And if we have, we really solve them. And this is what we will do in the future. And of course, one of our goals is not to have so many claims. And finally, regarding the retribution of deposits, our philosophy is, in order to save deposits for the long term are not the best solution. We have to look for other products for our customers. If we know their goals, we know their circumstances, we can optimize savings strategy, and deposits are not really the best thing for this. Please be reminded that during 6 years, we have negative interest rates, and we have not [ retributed ] those to our individual clients. And also, let me remind you about the international regulation and the conditions do not apply to single products but to groups of products. In Germany, they have mortgage and loans [ interest ] rates, which are higher to the ones we have in Spain. In other countries such as France and Portugal, there -- some other programs are not for free. And as we was -- I was saying before that we have many customers which are not paying any commissions. So we have to compare figures as a whole.

Jose Ignacio Goirigolzarri Tellaeche

executive
#54

Thank you. Now we will reply to the representatives -- the workers' representatives. We will do all of them together. But before that, let me say something about the comment of [ Mr. Rey Ness ] has said regarding the intervention. And my comment is to tell you that we don't have shareholders -- first-class shareholders and second-class shareholder. Every single shareholder has the same rights, and all can speak here. And the order of intervention is not relevant. We want to give an answer to all the shareholders and to treat them equally. Regarding interventions of the unions' representatives, let me do a brief introduction. And then I will give the floor to our CEO. First of all, I would like to remind you, and it is something I keep thinking, that the difference between excellent companies and those who are not excellent has to do with the staff and the people of those companies. I always think that -- I mean the difference between excellent banks and mediocre banks depends on their teams. And I think this will be their situation forever, even in the future, even though we are more and more digitalized. And from this point of view, if we look at the commitment and the behavior of CaixaBank team, we have to say here that we are sure we have an extraordinary team. We've seen it during the last years but right now and during the pandemic, for instance, that we have to make a big effort. And the offices were open. And we have seen again these efforts in the management -- in the successful management of the biggest merger of our countries. And that's why on my behalf and on behalf of the full Board of Directors, I want to say thank you again to all our colleagues that made our results possible. But as well, I would like to share with you a couple of remarks. First of all, the environment is very competitive, and we have competition, which are very powerful. We have traditional competitors, and we also have new competitors. And in order to address this situation, we need a high-performance organization with a high-performance team. And as we have done it always here to have a high-performance team, we have to have very ambitious goals, but those are goals that we can achieve but because only those kind of teams can achieve those kind of goals. And this demand has to be done respecting people. And it should be a reference. And I'm sure that it is the reference for the management of teams in our entity. And then I would like to highlight that our dialogue or dialogue facilities, I mean it is very important for me because we live in an atmosphere in our company, which is very flexible. And during the last years, we have reached some agreements which are very valuable and shows us the way ahead in the future. And I'll give the floor now to our CEO.

Gonzalo Gortázar Rotaeche

executive
#55

Well, yes, I am very happy to hear that many of the union representatives are glad from the results of our entity. These are good news for the shareholders, for the directors, and as the President said, of course, we have to say thank you to the effort of all the staff. With the closure of 2022, there are 3 more factors which had been quite difficult, which have made difficult our work. The pandemic, the first -- would be the first one. The second would be the merger, and the third one, the negative interest rates that, of course, has a strong impact on our activity. Those 3 factors are -- we are leaving those 3 factors behind. So it is true that we are beginning a new stage for our entity. And we have to take advantage of these new stage in order to improve the service we provide to our clients because our customers are everything for us, and I'm very glad to have hear from some unions that they want us to focus on our customers. In this regard, we have to be very clear. Our goal is to improve our customer satisfaction. Unfortunately, whenever there is a merger, it requires effort from the workers, but it also can be a bit difficult for our customers. And we have seen an improvement in our internal indicators on the satisfaction of our clients. And this really encourages us to work on quality for all of us, for all of our staff. And well, we are looking forward to improve even more our performance. And we are aware that we have to do that. These 3 factors I've mentioned, pandemic, merger and negative interest rates, we know that this has been an effort for the staff. So now when we are changing and we are living all these behind, we have the opportunity to improve the service to the customer and to improve the professional satisfaction of every of our workers. I think this is an opportunity. And also, we are obliged to do it as Board of Directors. You mentioned our survey. And yes, we do that in order to see what's the situation and what improvements can be done when looking to the future. You didn't mention that 67% says that they want to go on working in CaixaBank. Some said that you can see that some things are very positive like safety on values and social benefits. But of course, there's room for improvement because after the complex and huge merger that we have been doing that it's logical that we have some ideas to improve. And so we want to have some new initiatives to improve this topic. It's a great opportunity. As I said, it's also our obligation, commercial pressure. It is clear that what we shouldn't do, as our President said before, is that we cannot slow down. We have the need in the environment to keep these key of success because our entity has always worked very hard. But of course, we can always manage this intensity in several ways, and we will look for a way in the new environment that will make it compatible with a good atmosphere. Reality is that the commercial and financial challenges had been complied with during the years. And in this new environment, we will keep the will to work together with our staff, and that will give us, no doubt, good service and good results on a motivated staff. There's been some comments by some unions regarding the difference on the wages and salaries depending on the origin of people. And well, we have a commitment with the staff, and after every merger that we've done, we have made the salaries equal. What are -- we are doing this in a progressive way. It will take us something like 5 years as we agreed on -- well, this was what was needed for this kind of operation. But of course, we are committed to this increase of salaries. It's been already 2 years since we merged, but we are on the right way. And the high interest rates for the loans to workers has been mentioned, but this is regulated in our agreements, and we've launched a new commercial offer with a fixed rate, and the variable rate is 0.12%, which are very attractive rates because of course, we want to help our workers regarding this. And as far as the increase in wages and salaries, I think we were with responsibility. It's a complex situation. And despite the collective bargain with some conditions, we, on our hand, have improved the conditions as the inflation has skyrocketed. Just to mention that increases which have been offered for the lower-quality staff and the most affected by the inflation because they don't have so much purchase power, we are moving from a 4 -- it's 4% more than the 1% that was approved in the collective bargain. And also, I would like to tell you that we are ready to work together and in a constructive way with the union representatives to make this group a better group. We did this in the past, and we will do it in the future.

Unknown Executive

executive
#56

Now we will reply to the interventions of [ Yordi Calvo ] and [ Javier Taca ]. Yes, the interventions by Banca Armada, we're going to have a joint and so a single answer for both interventions. Please let me express that CaixaBank is fully committed to ensuring human rights. We apply the principles of responsible banking and other measures by the United Nations. As for our intervention in the defense sector, which is indeed a key industry, particularly taking into account the events in Ukraine, all our principles are public. They are included in a policy, which is accessible to all of you on our website. Any funding given by CaixaBank or its group companies complies with that policy. And that policy includes, inter alia, the fact that there is no company in the group who is related to controversial arm manufacturers or companies that sell arms to countries with war conflicts and that we are not intermediaries to any of such parties. We only work and liaise with those who comply with certain criteria, and we do not fund in countries which are likely to violate human rights.

Unknown Executive

executive
#57

Thank you. And my answer to [ Mr. Alfaro ]. First of all, let me underline the strong bonds between CaixaBank and Valencian society. First of all, from a commercial point of view, we are well aware. We are a reference bank in the region of Valencia, and in the profits -- province, sorry, of Valencia and in Valencia City, we are very proud of it, and we are aware of our high accountability. We are accountable in front of more than 1 million clients, and we are particularly accountable as regards to our support to the Valencia entrepreneurial fabric. Beyond such links and relationships, we are extremely linked, emotionally speaking, with Valencia. First of all, because our headquarters are here, and we are ever so proud of that has said in -- it has said over and over, we are here to stay. Secondly, those emotional bonds caused us to put in place actions for the service of the society we are so close to. Let me give you just some examples with our social work in Fundación ”la Caixa.” Last year, we supported 139 entities. More than almost 1,000 volunteers from Caixa Bank helped support almost 1,000 projects in 2022. Apart from what I said earlier, those volunteers have had a positive impact on almost 100,000 people. We are also sponsoring an activity which does vertebrate the region, music bands. Through CaixaBank Escolta Valencia, grants given to music students and students engineering. We are also major -- or the main sponsor of Pilota Valenciana, Valencian Ball, and our main shareholder, Fundacion La Caja, last summer opened Caixa from Valencia. Well, examples abound, but I suppose this is enough to demonstrate to really show our commitment to Valencia society, to Valencian people which is only the result of our tight emotional bonds. It is within that context that I would like to answer you, [ Mr. Alfaro ]. On that basis, yes, we are well aware that Valencia football club means a lot a great deal of people in Valencia. Though I am convinced that for basic deontological reasons, we shall not speak about our relationships with our customers. Of course, our reputation is most important, but its main pillar of foundation is professionality, which means we are to strictly observe all such confidentiality principles, and that should be and stay a guiding principle to us in the future, too. As for the comments, made by [ Mr. Alfaro ] on the possible sellout of Valencia, well, we're not the owners of the club, and I take it -- I understand you to address then the owners -- the current owners of the club. Just to put it bluntly, we are merely a bank, an entity which has given credit to a private company who is managed by a number of people. We are, therefore, not accountable, and we are therefore -- we are, therefore, not entitled to participate in their management. I can assure you, [ Mr. Alfaro ], we agree with you. I agree with you. We wish Valencia club -- the football the best and not only from economic point of view or a financial point of view but also from a sporting point of view and a social point of view. I shall now move on to the last question, [ Mr. Juan Prieto ]. I really appreciate the tone in your intervention. I would like to make 4 comments. One, your references on your e-mail included the way we define and apply our remuneration policy. The remuneration policy as you surely know is a proposal put together by the Remuneration Commission, in turn, advised by external consultants -- by highly prestigious external consultants, and among their duties and functions, they compare -- they do benchmarking between our remuneration policy and the competition -- our competitors. On the basis of such analysis, clearly, the salaries of our directors are lower than those in the market. The proxies, given their opinion on this matter, seem to agree, too. On the occasion of the General Meeting and I am mentioning the proxies, [ Juan ] -- [ Mr. Juan ], because you indeed created one of them. And a couple of comments now. Last year, our remuneration policy in the Board was voted against only 2% by shareholders. And today, for item 7, 8, 10, most proxies -- the largest proxies recommend a positive vote on such items.

Jose Ignacio Goirigolzarri Tellaeche

executive
#58

This puts an end to the intervention session. And now we move on to reading the summary of the resolutions. Since the information and documents proposed to this Board is available to the shareholders pursuant to Article 19 of our meeting regulations, we will only share a short summary of the resolutions. Similarly, as we previously said, we remind you that the voting process consists in the following after reading the summary of the resolutions. Based on our regulation, the President shall declare proof or pass those resolutions, for which the necessary number of votes has been achieved, and this will be of course, included in the minutes. We -- voting is possible until the voting period comes to an end, of course. And so we ask those who have not yet voted to bring their cards and do their voting. Similarly, those remotely connected, if they want to vote, we hope this voting to take into account that they should do it on the platform. We remind you that positive votes will be those of the shareholders and attendees or proxies whether face-to-face or remotely who do not object or who do not abstain and who do not leave the room. And let me remind you, you can only vote once. Okay, so we shall start with the proposals. Item #1, approval of the individual and consolidated financial statements and the respective management reports for the year ending on 31 December 2022. Approval of the individual financial statements of CaixaBank comprising the balance sheet, the statement of profit and loss, which includes the statement of recognized income and expenses, which has been reviewed as per corresponding rules. We also suggest the approval of the Board of Directors' management during the year in December 2022. #4, approval of the allocation of the individual net profit coming to EUR 2,412 million with a breakdown, which is included in the documents: dividends, EUR 1.7 billion -- million, sorry (sic) [ EUR 1.7 billion ]; reserves, EUR 682 billion (sic) [ EUR 682 million ]. The dividend of that profit will be made effective to shareholders as from April 12. This is equivalent to 55% of the net consolidated revenues as per our current dividend policy. This is an estimation because the total amount will be reduced on the basis of the self portfolio shares CaixaBank may have at that moment in time. The nondistributed dividends will also include banking reserves. We also inform of the fact that EUR 1,100 million are not necessarily to be distributed, which is equivalent to 20% of the current share capital. This will be considered as a legal reserve. Item #5, reelection of the company's accounts auditor and its consolidated group for 2024. The selected candidate is for reelection is PricewaterhouseCoopers. Point #6, 6.1, reelection of Gonzalo Gortázar Rotaeche as a member of the Board, Executive Director for a period of 4 years, following the favorable report issued by the Appointments and Sustainability Committee. 6. 2, reelection Cristina Garmendia Mendizábal. as a member of the Board in a position as an Independent Director for 4 years, following the proposal of the Appointments and Sustainability Committee. 3, reelection of María Amparo Moraleda Martínez for a member of the Board as an Independent Director for 4 years after the proposal of the same commission. Point #4, Peter Löscher is proposed as a member of the Board of Directors as an Independent Director for 4 years, following the proposal by the Appointments and Sustainability Commitment (sic) [ Appointments and Sustainability Committee ] to fill the vacancy left by Mr. John Reed, who resigned as a director. The appointment of Mr. Löscher is subject to verification of his suitability as a director. Should that check not be favorable or should he not accept the position, this vacancy on the Board will be filled either by co-option of another candidate by the Board or by appointment in following General Meeting. The intention of the General Meeting aim to keep the number of members in the Board as 15. 7, approval of the amendment to the remuneration policy of the Board of Directors. Well, we will first consider this as described and stated as per the document. Point #7 on the agenda, approval of the amendment to the remuneration policy of the Board of Directors as approved in the last General Meeting, which will be applicable since it is passed by the Board until 2025. The policy specify separately of the remuneration of the directors, the remuneration for executive functions including motivated proposal together with the policy takes and their report by the Remuneration Committee. 8, as foreseen in article 14 of our Articles of Association, this has been set as EUR 3,071,250. This is the maximum and/or fixed amount of remuneration for all directors. Point #9, delivery of shares to executive directors as payments of the variable components under the company's remuneration system including our approved annual remuneration policy with remuneration scheme with multiyear metrics. For year '24 and the following 5 years based on the said time line, a maximum of EUR 959,933 (sic) [ EUR 959,939 ] before taxes, and withholdings, assuming that the group and the target variable remuneration amount remain unchanged. Point #10, approval of the maximum level of variable remuneration payable to employees whose professional activities have a significant impact on the company's risk profile. This can reach up to 100% -- up to 200% of the fixed component of their total remuneration. And then this, [ what we voted ], point 11, authorization and delegation of powers to interpret, correct, supplement, implement and develop the resolutions adopted by the General Meeting to register and public deeds for fair, fruitful purpose. 12, consultative vote in the annual report on the directors' remuneration report for financial year 2022, which is already available to shareholders. Okay. This is it for the summary of the resolutions. Mr. President, we shall now report on the issuance of shares, which could eventually become CaixaBank shares. We inform -- report on the report submitted in this respect for a total value of EUR 750 million. This was approved by the council -- sorry, by the Board and then passed by the General Meeting held on May 14, 2021, as published. This report by the administrators or by directors was made available to the shareholders following issuance last 13th of March. As you know, we are to publicize some sanctions according to backlog. And so based on backlog, we shall report that sanctions have been imposed on the company. We need to pay EUR 150,000 for some breaches concerning the updated information to be given to Banco de España, the Bank of Spain. Okay. This is the end of the voting. Those of you not have been voted, please proceed to vote so that you can exercise your voting rights. And so the intervention turn will be closed. Well, right now, the time for voting on the resolution is finished by the shareholders under representatives, assistant attending the General Meeting, both on-site and online. All of them has been approved with the requirement according to the law. And now I will give the floor to the secretary.

Óscar de Oya

executive
#59

Due to technical reasons as we are having this on-site meeting and simultaneously and virtual meeting, the detailed information regarding the counting of the vote of the shareholders under representative and those who have voted remotely will be published in the society website 5 days after this meeting, following the corporate -- the Spanish corporate law. So with this, we have the closure of the General Meeting of Shareholders. Thank you very much for your attendance and your attention. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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