Obligation CaixaBank 3.625% ( ES0840609038 ) en EUR

CaixaBank

85.42 % ▼

Espagne

ES0840609038 ( en EUR )

3.625% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Caixabank ES0840609038 en EUR 3.625%, échéance Perpétuelle

14/12/2025 ( Dans 107 jours )

CaixaBank est une banque espagnole, issue de la fusion de Caixa d'Estalvis i Pensions de Barcelona et de la fusion de plusieurs autres caisses d'épargne, opérant dans divers secteurs bancaires, dont la banque de détail, la banque privée et la banque d'investissement.

Le marché financier observe actuellement une obligation de type perpétuel (Code ISIN : ES0840609038), émise en euros par Caixabank, une entité bancaire espagnole de premier plan, fruit de l'évolution de la caisse d'épargne "la Caixa" et figurant parmi les leaders du secteur financier en Espagne par l'étendue de son réseau et la diversité de ses services, laquelle, bien que de maturité perpétuelle et domiciliée en Espagne, présente un taux d'intérêt annuel fixe de 3.625% et se négocie actuellement à 85.42% de sa valeur nominale sur le marché secondaire, avec des paiements effectués une fois par an.

CAIXABANK, S.A.
(incorporated as a limited liability company (sociedad anónima) in Spain)
Perpetual Non-Cumulative Contingent Convertible Additional
Tier 1 Preferred Securities
Issue Price: 100 per cent.
The 750,000,000 Perpetual Non-Cumulative Contingent Convertible Additional Tier 1 Preferred Securities
of 200,000 liquidation preference each (the "Preferred Securities") are being issued by CaixaBank, S.A. (the
"Bank", the "Issuer" or "CaixaBank") on 14 September 2021 (the "Closing Date"). The Bank and its
consolidated subsidiaries are referred to herein as the "CaixaBank Group" or the "Group".
The Preferred Securities will accrue non-cumulative cash distributions ("Distributions") as follows: (i) in respect
of the period from (and including) the Closing Date to (but excluding) 14 March 2029 (the "First Reset Date"),
at the rate of 3.625 per cent. per annum, and (ii) in respect of each period from (and including) the First Reset
Date and every fifth anniversary thereof (each a "Reset Date") to (but excluding) the next succeeding Reset Date
(each such period, a "Reset Period"), at the rate per annum, calculated on an annual basis and then converted to
a quarterly rate in accordance with market convention, equal to the aggregate of 3.857 per cent. per annum (the
"Initial Margin") and the 5-year Mid-Swap Rate (as defined in the terms and conditions of the Preferred
Securities (the "Conditions")) for the relevant Reset Period. Subject as provided in the Conditions, such
Distributions will be payable quarterly in arrear on 14 March, 14 June, 14 September and 14 December, in each
year (each a "Distribution Payment Date").
The Bank may elect, in its sole and absolute discretion, to cancel the payment of any Distribution in whole or in
part at any time as further provided in Condition 4.3. Without prejudice to the right of the Bank to cancel the
payments of any Distribution: (a) payments of Distributions in any financial year of the Bank shall be made only
to the extent the Bank has sufficient Distributable Items (as defined in the Conditions). To the extent that the Bank
has insufficient Distributable Items to make Distributions on the Preferred Securities, the Bank will only make
partial or, as the case may be, no payment of the relevant Distribution on the Preferred Securities; (b) if the
Competent Authority (as defined in the Conditions) requires the Bank to cancel the relevant Distribution in whole
or in part, the Bank will only make partial or, as the case may be, no payment of the relevant Distribution on the
Preferred Securities; (c) the Bank may make partial or, as the case may be, no payment of the relevant Distribution
on the Preferred Securities if and to the extent that such payment would cause the Maximum Distributable Amount
to be exceeded or otherwise would cause a breach of any regulatory restriction or prohibition on payments on
Additional Tier 1 Capital (as defined in the Conditions) pursuant to Applicable Banking Regulations (as defined
in the Conditions); and (d) if the Trigger Event (as defined in the Conditions) occurs at any time on or after the
Closing Date (as defined in the Conditions), the Bank will not make any further Distribution on the Preferred
Securities and any accrued and unpaid Distributions up to a Trigger Event shall be automatically cancelled.
The Preferred Securities are perpetual. All, and not some only, of the Preferred Securities may be redeemed at the
option of the Bank at any time in the period commencing on (and including) 14 September 2028 and ending on
(and including) the First Reset Date and on any Distribution Payment Date thereafter, at the liquidation preference
of 200,000 per Preferred Security plus any accrued and unpaid Distributions for the then current Distribution
Period (as defined in the Conditions) to (but excluding) the date fixed for redemption (the "Redemption Price").
The Preferred Securities are also redeemable on or after the Closing Date at the option of the Bank in whole but
not in part, at any time, at the Redemption Price if there is a Capital Event or a Tax Event (each as defined in the
Conditions). Subject, in each case, to the prior consent of the Competent Authority and otherwise in accordance
with the Applicable Banking Regulations (as defined in the Conditions) then in force.

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Subject to the prior consent of the Competent Authority and otherwise in accordance with the Applicable Banking
Regulations then in force, if a Capital Event or Tax Event has occurred and is continuing, the Bank may substitute
all (but not some only) of the Preferred Securities or vary the terms of all (but not some only) of the Preferred
Securities, without the consent or approval of the holders of the Preferred Securities ("Holders"), so that they are
substituted for, or varied to, become or remain Qualifying Preferred Securities (as defined in the Conditions).
In the event of the occurrence of a Trigger Event (as defined in the Conditions) (i.e. if at any time the CET1
ratio (as defined in the Conditions) falls below 5.125 per cent.), the Preferred Securities are mandatorily
and irrevocably convertible into newly issued ordinary shares in the capital of the Bank ("Ordinary
Shares") at the Conversion Price (as defined in the Conditions).
In the event of any voluntary or involuntary liquidation or winding-up of the Bank, Holders will be entitled
to receive (subject to the limitations described in the Conditions), in respect of each Preferred Security,
their respective liquidation preference of 200,000 plus any accrued and unpaid Distributions for the then
current Distribution Period to the date of payment of the Liquidation Distribution (as defined in the
Conditions).
The Preferred Securities have been rated BB by S&P Global Ratings Europe Limited ("S&P Global"). S&P
Global is established in the European Union ("EU") and is registered under Regulation (EC) No 1060/2009 (as
amended) on credit rating agencies (the "CRA Regulation"). S&P Global appears on the latest update of the list
of registered credit rating agencies (as of 7 May 2021) on the European Securities and Markets Authority
("ESMA") website. A credit rating is not a recommendation to buy, sell or hold securities and may be subject
to revision, suspension or withdrawal at any time by the assigning rating organisation.
This document (together with any information incorporated by reference) constitutes a listing prospectus (the
"Prospectus") for the purposes of Article 3 of Regulation (EU) 2017/1129 of the European Parliament and of the
Council of the EU (as amended, the "Prospectus Regulation") and has been prepared in accordance with, and
including the information required by annexes 2, 15, 17 (section 2.2.2.) and 20 of the Commission Delegated
Regulation (EU) 2019/980 of 14 March 2019 (the "Delegated Regulation"). This Prospectus has been approved
by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (the
"CNMV") as competent authority under the Prospectus Regulation. The CNMV only approves this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
Approval by the CNMV should not be considered as an endorsement of the Bank or of the quality of the Preferred
Securities. Investors should make their own assessment as to the suitability of investing in the Preferred Securities.
Application has been made for the Preferred Securities to be admitted to trading on the Spanish AIAF Fixed
Income Securities Market ("AIAF"). AIAF is a regulated market for the purposes of Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending
Directive 2002/92/EC and Directive 2011/61/EU (as amended, "MiFID II"). The Preferred Securities may also
be admitted to trading on any other secondary market as may be agreed by the Issuer.
Amounts payable under the Preferred Securities from and including the First Reset Date are calculated by
reference to the 5-year Mid-Swap Rate which appears on the ICESWAP2 screen, which is provided by ICE
Benchmark Administration Limited or by reference to EURIBOR 6-month (as defined in the Conditions) which
appears on the EURIBOR01 screen, which is provided by the European Money Markets Institute. As at the date
of this Prospectus ICE Benchmark Administration Limited is not included in ESMA's register of administrators
and benchmarks under Article 36 of the Regulation (EU) No 2016/1011 (the "Benchmark Regulation"), the
transitional provisions in Article 51 of the Benchmark Regulation apply such that ICE Benchmark Administration
Limited is not currently required to obtain recognition, endorsement or equivalence. As at the date of this
Prospectus, the European Money Markets Institute appears on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation.
The Preferred Securities are complex financial instruments with high risk and are not a suitable or
appropriate investment for all investors.
The Preferred Securities are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available in the European Economic Area ("EEA") to any retail investor
as defined in the rules set out in MiFID II or in the United Kingdom ("UK") to any retail investor as defined
in Regulation (EU) 2017/565 as it forms part of UK domestic law by virtue of European Union (Withdrawal)
Act of 2018 ("EUWA"). Prospective investors are referred to the section headed "Prohibition on marketing
and sales to retail investors" on pages 6 and 7 of this Prospectus for further information.

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Investors in Hong Kong should not purchase the Preferred Securities in the primary or secondary markets
unless they are professional investors (as defined in the Securities and Futures Ordinance (Cap. 571, Laws
of Hong Kong) and its subsidiary legislation, "Professional Investors") only and understand the risks
involved. The Preferred Securities are generally not suitable for retail investors.
Prospective purchasers of the Preferred Securities should ensure that they understand the nature of the
Preferred Securities and the extent of their exposure to risks and that they consider the suitability of the
Preferred Securities as an investment in the light of their own circumstances and financial condition.
An investment in the Preferred Securities involves certain risks. There are significant risks inherent in the
holding of the Preferred Securities, including the risks in relation to their subordination, the circumstances
in which the Preferred Securities may be written down or converted to ordinary shares and the implications
on Holders (such as a substantial loss), the circumstances in which Holders may suffer loss as a result of
holding the Preferred Securities are difficult to predict and the quantum of any loss incurred by investors
in the Preferred Securities in such circumstances is also highly uncertain. For a discussion of these risks
see "Risk Factors" beginning on page 18.
MiFID II professionals/ECPs-only/No PRIIPs KID/FCA PI RESTRICTION Manufacturer target market
(MiFID II product governance) is eligible counterparties and professional clients only (all distribution
channels). The target market assessment indicates that the Preferred Securities are incompatible with the
knowledge, experience, needs, characteristic and objectives of retail clients and accordingly the Preferred
Securities shall not be offered or sold to any retail clients. No packaged retail and insurance-based
investment products (PRIIPs) key information document (KID) has been prepared as the Preferred
Securities are not available to retail investors in the EEA.
UK MiFIR professionals/ECPs-only/No PRIIPs KID/FCA PI RESTRICTION--Manufacturer target
market (UK MiFIR product governance) is eligible counterparties and professional clients only (all
distribution channels). The target market assessment indicates that the Preferred Securities are
incompatible with the knowledge, experience, needs, characteristic and objectives of retail clients and
accordingly the Preferred Securities shall not be offered or sold to any retail clients. No PRIIPs key
information document (KID) has been prepared as the Preferred Securities are not available to retail
investors in the UK.
In addition to the above, pursuant to the UK Financial Conduct Authority ("FCA") Conduct of Business
Sourcebook ("COBS") the Preferred Securities are not intended to be offered, sold or otherwise made
available and should not be offered, sold or otherwise made available to retail clients (as defined in
COBS 3.4) in the UK.
The Preferred Securities and any Ordinary Shares to be issued and delivered in the event of the occurrence of the
Trigger Event have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and are subject to United States tax law requirements. The Preferred Securities
are being offered outside the United States in accordance with Regulation S under the Securities Act
("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
The period of validity of this Prospectus is up to (and including) the admission to trading of the Preferred
Securities. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Prospectus
after the admission to trading of the Preferred Securities.
Sole Structuring Advisor and Lead Manager
Barclays
Joint Lead Managers
BNP Paribas
CaixaBank
Goldman Sachs Bank
HSBC
Europe SE

16 September 2021

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IMPORTANT NOTICES
This Prospectus is to be read in conjunction with all documents incorporated by reference (see "Documents
Incorporated by Reference", section "Nota explicativa del contenido de este documento" of the URD (as defined
in "Documents Incorporated by Reference") and sections "Incorporación del informe no auditado de actividad y
resultados con criterios de gestión relativo al periodo de seis meses finalizado el 30 de junio de 2021" and
"Incorporación de los estados financieros intermedios resumidos consolidados del grupo CaixaBank
correspondientes al periodo de seis meses finalizado el 30 de junio de 2021 al Documento de Registro" of the
Supplement to the URD (as defined in "Documents Incorporated by Reference")). This Prospectus shall be read
and construed on the basis that such documents are incorporated and form part of this Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference", section "Nota explicativa del contenido de este documento" of the URD and sections
"Incorporación del informe no auditado de actividad y resultados con criterios de gestión relativo al periodo de
seis meses finalizado el 30 de junio de 2021" and "Incorporación de los estados financieros intermedios resumidos
consolidados del grupo CaixaBank correspondientes al periodo de seis meses finalizado el 30 de junio de 2021
al Documento de Registro" of the Supplement to the URD), the information on the websites to which this
Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the CNMV.
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer
or the Preferred Securities other than as contained in this Prospectus or as approved for such purpose by the Issuer.
Any such representation or information should not be relied upon as having been authorised by the Issuer or
Barclays Bank Ireland PLC, BNP Paribas, CaixaBank, S.A., Goldman Sachs Bank Europe SE and HSBC
Continental Europe (together, the "Joint Lead Managers").
None of the Joint Lead Managers has separately verified the information contained or incorporated by reference
in this Prospectus. None of the Joint Lead Managers nor any of their respective affiliates has authorised the whole
or any part of this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of any
Preferred Security shall in any circumstances create any implication that there has been no change in the affairs
of the Issuer, or any event reasonably likely to involve any adverse change in the condition (financial or otherwise)
of the Issuer, since the date of this Prospectus or that any other information supplied in connection with the
Preferred Securities is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
None of the Joint Lead Managers makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information contained or incorporated by reference in
this Prospectus or any other information supplied by the Issuer in connection with the Preferred Securities. Neither
this Prospectus nor any such information or financial statements of the Issuer are intended to provide the basis of
any credit or other evaluation and should not be considered as a recommendation by the Issuer or the Joint Lead
Managers that any recipient of this Prospectus or such information or financial statements should purchase the
Preferred Securities. Each potential purchaser of Preferred Securities should determine for itself the relevance of
the information contained or incorporated by reference in this Prospectus and its purchase of Preferred Securities
should be based upon such investigation as it deems necessary. None of the Joint Lead Managers undertakes to
review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this
Prospectus nor to advise any investor or potential investor in the Preferred Securities of any information coming
to the attention of the Joint Lead Managers.
The Joint Lead Managers are acting exclusively for the Issuer and no one else in connection with any offering of
the Preferred Securities. The Joint Lead Managers will not regard any other person (whether a recipient of this
Prospectus or otherwise) as their client in relation to any such offering and will not be responsible to anyone other
than the Issuer for providing the protections afforded to their clients or for giving advice in relation to such offering
or any transaction or arrangement referred to herein.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Preferred
Securities.
The distribution of this Prospectus and the offering, sale and delivery of Preferred Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Joint Lead Managers to inform themselves about and to observe any such restrictions.

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In particular, the Preferred Securities and the Ordinary Shares have not been and will not be registered under the
Securities Act and are subject to United States tax law requirements. Subject to certain exceptions, Preferred
Securities may not be offered, sold or delivered within the United States or to U.S. persons.
In this Prospectus, unless otherwise specified, references to a "member state" are references to a Member State
of the European Economic Area, references to "", "EUR" or "euro" are to the currency introduced at the start of
the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC)
No 974/98 of 3 May 1998 on the introduction of the euro, as amended.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown
for the same category presented in different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures which precede them.
Words and expressions defined in the Conditions (see "Conditions of the Preferred Securities") shall have the
same meanings when used elsewhere in this Prospectus unless otherwise specified.
Potential investors are advised to exercise caution in relation to any offering of the Preferred Securities. If a
potential investor is in any doubt about any of the contents of this Prospectus, it should obtain independent
professional advice. Prior to making an investment decision, potential investors should consider carefully, in light
of their own financial circumstances and investment objectives, all the information contained in this Prospectus
or incorporated by reference.
The Preferred Securities are complex financial instruments with high risk and are not a suitable or appropriate
investment for all investors. Each potential investor in the Preferred Securities must determine the suitability of
that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either
on its own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Preferred Securities,
the merits and risks of investing in the Preferred Securities and the information contained or incorporated
by reference in this Prospectus, taking into account that the Preferred Securities are a suitable investment
for professional or institutional investors only;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Preferred Securities and the impact the Preferred Securities will
have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Preferred
Securities, including where the currency for payments in respect of the Preferred Securities is different
from the potential investor's currency;
(iv)
understands thoroughly the terms of the Preferred Securities, including the provisions relating to
redemption or substitution of the Preferred Securities and any variation of their terms, and is familiar
with the behaviour of financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
A potential investor should not invest in the Preferred Securities unless it has the expertise (either alone or with
its financial and other professional advisers) to evaluate how the Preferred Securities will perform under changing
conditions, the resulting effects on the value of the Preferred Securities and the impact this investment will have
on the potential investor's overall portfolio.
Prohibition on marketing and sales to retail investors
1.
The Preferred Securities are complex financial instruments with high risk and are not a suitable or
appropriate investment for all investors (see also "Risk FactorsRisks related to the Preferred
Securities"), especially retail investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the Preferred
Securities. Potential investors in the Preferred Securities should inform themselves of, and comply with,
any applicable laws, regulations or regulatory guidance with respect to any resale of the Preferred
Securities (or any beneficial interests therein).

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2.

(a)
In the UK, the FCA COBS requires, in summary, that the Preferred Securities should not be
offered or sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the UK.
(b)
In addition, in October 2018, the Hong Kong Monetary Authority (the "HKMA") issued
guidance on enhanced investor protection measures on the sale and distribution of debt
instruments with loss-absorption features and related products (the "HKMA Circular"). Under
the HKMA Circular, debt instruments with loss absorption features, being subject to the risk of
being written-down or converted to ordinary shares, and investment products that invest mainly
in, or whose returns are closely linked to the performance of such instruments (together, "Loss
Absorption Products"), are to be targeted in Hong Kong at Professional Investors only and are
generally not suitable for retail investors in either the primary or secondary markets.
Investors in Hong Kong should not purchase the Preferred Securities in the primary or secondary
markets unless they are Professional Investors only and understand the risks involved. The
Preferred Securities are generally not suitable for retail investors.
(c)
Certain of the Joint Lead Managers are required to comply with COBS and/or the HKMA
Circular.
(d)
By purchasing, or making or accepting an offer to purchase, any Preferred Securities (or a
beneficial interest in such Preferred Securities) from the Issuer and/or the Joint Lead Managers,
each prospective investor represents, warrants, agrees with and undertakes to the Issuer and
each of the Joint Lead Managers that:
(i)
it is not a retail client in the UK; and
(ii)
it will not sell or offer the Preferred Securities (or any beneficial interest therein) to
retail clients in the UK or to retail investors in Hong Kong; or communicate (including
the distribution of the Prospectus) or approve an invitation or inducement to participate
in, acquire or underwrite the Preferred Securities (or any beneficial interests therein)
where that invitation or inducement is addressed to or disseminated in such a way that
it is likely to be received by a retail client or a client in Hong Kong who is not a
Professional Investor.
(e)
In selling or offering the Preferred Securities or making or approving communications relating
to the Preferred Securities, it may not rely on the limited exemptions set out in COBS.
3.
The obligations in paragraph 2. above are in addition to the need to comply at all times with all other
applicable laws, regulations and regulatory guidance (whether inside or outside the EEA or the UK)
relating to the promotion, offering, distribution and/or sale of the Preferred Securities (or any beneficial
interests therein), whether or not specifically mentioned in the Prospectus, including (without limitation)
any requirements under MiFID II or the UK FCA Handbook as to determining the appropriateness and/or
suitability of an investment in the Preferred Securities (or any beneficial interests therein) for investors
in any relevant jurisdiction.
4.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Preferred Securities (or any beneficial interests therein) from the
Issuer and/or the Joint Lead Managers the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.
Offers of the Preferred Securities in Spain shall only be directed specifically at or made to professional investors
(clientes profesionales) as defined in Article 205 of the consolidated text of the Spanish Securities Market Act
approved by the Royal Legislative Decree 4/2015, of 23 October (the "Securities Market Act") or eligible
counterparties (contrapartes elegibles) as defined in Articles 203 and 207 of the Securities Market Act.
PRIIPs Regulation / Prohibition of sales to EEA retail investors The Preferred Securities are not intended to
be offered, sold or otherwise made available to and shall not be offered, sold or otherwise made available to any
retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(I) of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional

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client as defined in point (10) of Article 4(I) of MiFID II. Consequently, no key information document (KID)
required by Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-
based investment products (the "PRIIPs Regulation") for offering or selling the Preferred Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Preferred Securities or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
UK PRIIPs Regulation / Prohibition of sales to UK retail investors The Preferred Securities are not intended
to be offered, sold or otherwise made available to and shall not be offered, sold or otherwise made available to
any retail investor in the UK. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of UK domestic law
by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of
Article 2(l) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK
MiFIR"). Consequently, no key information document (KID) required by the PRIIPs regulation as it forms part
of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Preferred
Securities or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Preferred Securities or otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Preferred
Securities has led to the conclusion that: (i) the target market for the Preferred Securities is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Preferred
Securities to eligible counterparties and professional clients are appropriate. The target market assessment
indicates that the Preferred Securities are incompatible with the knowledge, experience, needs, characteristic and
objectives of retail clients and accordingly the Preferred Securities shall not be offered or sold to any retail clients.
Any person subsequently offering, selling or recommending the Preferred Securities (a "distributor") should take
into consideration the manufacturers' target market assessment. However, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Preferred Securities (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
UK MiFIR product governance/Professional investors and eligible counterparties only target market--
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Preferred Securities has led to the conclusion that: (i) the target market for the Preferred Securities is eligible
counterparties, as defined in COBS, and professional clients only, as defined in the UK MiFIR; and (ii) all
channels for distribution of the Preferred Securities to eligible counterparties and professional clients are
appropriate. The target market assessment indicates that the Preferred Securities are incompatible with the
knowledge, experience, needs, characteristic and objectives of retail clients and accordingly the Preferred
Securities shall not be offered or sold to any retail clients. Any person subsequently offering, selling or
recommending the Preferred Securities (a "distributor") should take into consideration the manufacturers' target
market assessment. However, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Preferred Securities (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as
modified or amended from time to time (the "SFA") - In connection with Section 309B of the SFA and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"),
the Issuer has determined the classification of the Preferred Securities as prescribed capital markets products (as
defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Certain information included herein (or incorporated by reference) contains forward-looking statements and
objectives which have not been verified by an independent entity, and the accuracy, completeness or correctness
thereof should not be relied upon. All statements that are not statements of historical fact, including, without
limitation, those regarding the financial position, business strategy, management plans and objectives for future
operations of CaixaBank (which term includes its subsidiaries and investees) and run-rate metrics, are mere

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forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties
and other factors, which may cause actual results, performance or achievements of CaixaBank, or industry results,
to be materially different from those expressed or implied by these forward-looking statements. These forward-
looking statements are based on numerous assumptions regarding CaixaBank's present and future business
strategies and the environment in which CaixaBank expects to operate in the future, which may not be fulfilled.
Due to such uncertainties and risks, investors are cautioned not to place undue reliance on such forward-looking
statements.
INFORMATION ON THE MERGER WITH BANKIA
The merger of Bankia, S.A. ("Bankia") (absorbed company) into CaixaBank (absorbing company) became
effective on 26 March 2021 (the "Merger"). Please see "Description of the Issuer History and Developments of
the Issuer Key recent events Merger with Bankia" for more information.
Although descriptions contained in this Prospectus are those of CaixaBank and its Group after the Merger,
quantitative information for the 2020, 2019 and 2018 financial years in this Prospectus (including historical
consolidated financial information and information on the regulatory own funds and eligible liabilities position
for such periods) refers to CaixaBank and/or Bankia (and their respective groups) as separate entities and/or
groups and, therefore, that information may not reflect what the business, financial condition, results of operations,
cash flows or regulatory own funds and eligible liabilities position and requirements of the Group resulting from
the Merger would have been had the Merger been effective during such periods.
The financial information on the Group resulting from the Merger is limited to the consolidated financial
statements for the six-month period ended on 30 June 2021. In addition, no information on the own funds and
eligible liabilities requirement (MREL requirement) for the Group resulting from the Merger is available.
Consequently, it may be difficult to evaluate the current business of CaixaBank and its Group and predict its future
performance on the basis of the information contained in this Prospectus.

- 8 -

TABLE OF CONTENTS

Page

SUMMARY OF THE PREFERRED SECURITIES ............................................................................................ 10
RISK FACTORS .................................................................................................................................................. 17
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 39
DESCRIPTION OF THE ISSUER ....................................................................................................................... 40
CAPITAL AND ELIGIBLE LIABILITIES REQUIREMENTS AND LOSS ABSORBING POWERS ............ 64
DESCRIPTION OF SHARE CAPITAL .............................................................................................................. 73
CONDITIONS OF THE PREFERRED SECURITIES ........................................................................................ 88
USE AND ESTIMATED NET AMOUNT OF PROCEEDS ............................................................................. 130
TAXATION ....................................................................................................................................................... 131
SUBSCRIPTION AND SALE ........................................................................................................................... 147
MARKET INFORMATION .............................................................................................................................. 152
ADDITIONAL INFORMATION....................................................................................................................... 157
SIGNATURES ................................................................................................................................................... 161

- 9 -

SUMMARY OF THE PREFERRED SECURITIES

CAIXABANK, S.A.
(incorporated as a limited liability company (sociedad anónima) in Spain)
Perpetual Non-Cumulative Contingent Convertible Additional
Tier 1 Preferred Securities
Issue Price: 100 per cent.
INTRODUCTION
This summary should be read as an introduction to the Prospectus. Any decision to invest in any Preferred
Securities should be based on a consideration of this Prospectus as a whole, including any documents incorporated
by reference. An investor in the Preferred Securities could lose all or part of the invested capital. Where a claim
relating to information contained in the Prospectus is brought before a court, the plaintiff may, under national law
where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings
are initiated. Civil liability attaches only to the Bank solely on the basis of this summary, including any translation
of it, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts
of this Prospectus or where it does not provide, when read together with the other parts of this Prospectus, key
information in order to aid investors when considering whether to invest in the Preferred Securities.
The Preferred Securities described in this Summary are the 750,000,000 Perpetual Non-Cumulative Contingent
Convertible Additional Tier 1 Preferred Securities of 200,000 liquidation preference (the "Liquidation
Preference") each (with International Securities Identification Number (ISIN): ES0840609038 and Common
Code: 238461499) issued by CaixaBank, S.A. (the "Bank", the "Issuer" or "CaixaBank"). Contact telephone
number of CaixaBank: +34 93 411 75 03. The Legal Entity Identifier (L.E.I.) code of CaixaBank
is 7CUNS533WID6K7DGFI87.
The Prospectus has been approved by the Spanish National Securities Market Commission (Comisión Nacional
del Mercado de Valores) (the "CNMV") on 16 September 2021 (Comisión Nacional del Mercado de Valores,
Edison, 4, 28006 Madrid, Spain (telephone number: +34 900 535 015)).
KEY INFORMATION ON THE ISSUER
Who is the issuer of the Securities?
The Issuer is a Spanish company incorporated with legal status on 12 December 1980 as a public limited company
(sociedad anónima) and is governed by the Spanish Companies Act, approved by Legislative Decree 1/2010, of 2
July, as amended. The Bank has its registered office at calle Pintor Sorolla, 2-4, 46002 Valencia. The Legal Entity
Identifier (L.E.I.) code of CaixaBank is 7CUNS533WID6K7DGFI87.

- 10 -

Document Outline

#4">IMPORTANT NOTICES
- #5">Prohibition on marketing and sales to retail investors
#10">SUMMARY OF THE PREFERRED SECURITIES
#17">RISK FACTORS
- #17">Factors that may affect the Bank's ability to fulfil its obligations under the Preferred Securities
- #18">Risk factors corresponding to Strategic Events
- #18">The COVID-19 pandemic
- #20">Merger with Bankia
- #20">Risk factors linked to the main quantitative and qualitative risk indicators of the taxonomy
- #20">Risks affecting the financial activity
- #20">Credit risks and impairment of other assets
- #21">Actuarial risk
- #22">Structural rates risk
#22">Structural interest rate risk
#22">Structural Exchange rate risk
- #23">Market risk
- #23">Operational and reputational risks
- #23">Reputational risk
- #24">Operational risk (aggregated)
- #24">Conduct risk
- #24">Regulatory risk
- #25">Legal risk
- #25">Information reliability risk
- #26">Risks related to the business model
- #26">Business profitability risk
- #26">Own funds / solvency risk
- #28">Credit ratings
- #28">Risks related to the Preferred Securities
- #30">The Preferred Securities are perpetual
- #30">The Preferred Securities are irrevocably and mandatorily convertible into newly issued Ordinary Shares in certain prescribed circumstances
- #30">The circumstances that may give rise to the Trigger Event are unpredictable
- #31">Payments of Distributions on the Preferred Securities are discretionary and subject to the fulfilment of certain conditions and may be restricted as a result of a failure of the Group to comply with its capital requirements
- #32">The obligations of the Bank under the Preferred Securities are subordinated and will be further subordinated upon conversion into Ordinary Shares
- #33">There are no events of default
- #33">The Preferred Securities may be redeemed at the option of the Bank
- #34">The terms of the Preferred Securities contain a waiver of set-off rights
- #34">The interest rate on the Preferred Securities will be reset on each Reset Date, which may affect the market value of the Preferred Securities
- #35">Substitution and variation of the Preferred Securities without Holder consent
- #35">Holders of the Preferred Securities have limited anti-dilution protection
- #36">Prior to the issue and registration of the Ordinary Shares to be delivered following the occurrence of a Trigger Event, Holders will not be entitled to any rights with respect to such Ordinary Shares, but will be subject to all changes made with resp...
- #36">If a Delivery Notice is not duly delivered by a Holder, that Holder will bear the risk of fluctuations in the price of the Ordinary Shares and the Bank may, in its sole and absolute discretion, cause the sale of any Ordinary Shares underlying the Pre...
- #36">A capital reduction may take place in accordance with the Spanish Companies Law
- #36">Holders will bear the risk of fluctuations in the price of the Ordinary Shares and/or movements in the CET1 ratio that could give rise to the occurrence of the Trigger Event
- #37">Risks relating to the 5-year Mid-Swap Rate and other "benchmarks"
- #38">Credit ratings may not reflect all risks associated with an investment in the Preferred Securities
#39">DOCUMENTS INCORPORATED BY REFERENCE
- #39">English translations
#40">DESCRIPTION OF THE ISSUER
- #40">History and development of the Issuer
- #41">2019-2021 Strategic Plan
- #42">Key recent events
- #42">Unsecured Issuances
- #42">Labour agreements
- #43">Agreement between CaixaBank Payments & Consumer S.A. and Global Payments Inc.
- #43">MREL requirement17F
- #43">Merger with Bankia
- #44">Minimum prudential capital requirements for the CaixaBank Group for 2021
- #44">Sale of the merchant acquiring business to Comercia Global Payments EP, S.L.
- #45">BUSINESS OVERVIEW
#46">Banking and Insurance
#47">Banking business
#48">Insurance
#48">Equity Investments
#48">Erste
#48">Telefónica
#48">Banco BPI
- #49">Business by Geographical Area
- #49">RECENT MAIN SINGULAR EQUITY INVESTMENTS AND DIVESTMENTS
- #49">Agreement to sell the stake in Comercia
- #49">Merger with Bankia
- #49">TREND INFORMATION
- #50">Global economic scenario
- #50">Eurozone, Spain and Portugal
- #51">ORGANISATIONAL STRUCTURE
- #52">Orange circle in the top left corner of each square contains the number of employees.
- #53">CAPITAL STRUCTURE
- #53">Major Shareholders
- #54">MANAGEMENT OF THE ISSUER
- #54">Board of Directors
- #56">Management Committee
- #56">LITIGATION
- #57">Floor clauses in mortgages
- #57">Ongoing criminal investigation of certain corporate transactions
- #57">Transparency of IRPH interest rate clauses
- #58">Anti-money laundering investigation
- #58">Spanish High Court ruling regarding interest rates in revolving credit cards
- #59">Procedures of the Portuguese Resolution Fund
- #62">CREDIT RATINGS
- #62">ALTERNATIVE PERFORMANCE MEASURES
#64">CAPITAL AND ELIGIBLE LIABILITIES REQUIREMENTS AND LOSS ABSORBING POWERS
- #64">CAPITAL AND ELIGIBLE LIABILITIES REQUIREMENTS
- #65">Overview of applicable capital and MREL requirements
- #67">Capital and MREL requirements of the Bank
- #69">Deductions related to Deferred Tax Assets
- #70">Distributable Items
- #70">Other relevant regulations related to capital - Prudential treatment of NPLs
- #70">Other relevant regulations related to capital … The Basel III post-crisis regulatory reform agenda
- #71">LOSS ABSORBING POWERS
#73">DESCRIPTION OF SHARE CAPITAL
- #73">FORM AND TRANSFER
- #74">Dividend and liquidation rights
- #77">Increase of share capital and preferential subscription rights
- #79">Shareholder claims
- #79">Information to shareholders
- #79">LEGAL RESTRICTIONS ON ACQUISITION OF SHARES IN SPANISH BANKS
- #80">REPORTING REQUIREMENTS
- #80">Acquisition of shares
- #81">Disclosure of shareholders' agreements
- #82">Net short positions
- #83">Share repurchases
- #84">Disclosure of acquisition of own shares
- #84">TENDER OFFERS
- #85">Foreign investment and exchange control regulations
- #85">Restrictions on Foreign Investment
- #87">Exchange control regulations
#88">CONDITIONS OF THE PREFERRED SECURITIES
- #88">1. Definitions
  - #88">1.1 For the purposes of the Preferred Securities, the following expressions shall have the following meanings:
    - #88">(a) the rate for the Reset Date of the annual swap rate for euro swap transactions with a maturity of five years, expressed as a percentage, which appears on the relevant Screen Page under the heading "EURIBOR BASIS … EUR" and above the caption "11AM ...
    - #88">(b) if such rate does not appear on the relevant Screen Page at such time on such Reset Determination Date, the Reset Reference Bank Rate for such Reset Period, unless a Benchmark Event has occurred, in which case the Successor Rate or Alternative Rat...
    - #88">(a) has a term of five years commencing on the relevant Reset Date; and
    - #88">(b) is in a Representative Amount,
#88">"Accounting Currency" means euro or such other primary currency used in the presentation of the Bank and/or Group's accounts from time to time;
#88">"Additional Ordinary Shares" has the meaning given in Condition 6.4;
#88">"Additional Tier 1 Capital" means additional tier 1 capital (capital de nivel 1 adicional) in accordance with Chapter 3 (Additional Tier 1 capital) of Title I (Elements of own funds) of Part Two (Own Funds and Eligible Liabilities) of the CRR and/or ...
#88">"Additional Tier 1 Instrument" means any contractually subordinated obligation of the Bank constituting an additional tier 1 instrument (instrumento de capital de nivel 1 adicional) in accordance with the Applicable Banking Regulations and as referre...
#89">"Adjustment Spread" means either a spread or quantum (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is ...
- #89">(i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or
- #89">(ii) (if no such recommendation has been made, or in the case of an Alternative Rate) the Bank determines, following consultation with the Independent Financial Adviser and acting in good faith and in a commercially reasonable manner, is customarily a...
- #89">(iii) (if the Bank determines that no such spread is customarily applied) the Bank determines, following consultation with the Independent Financial Adviser and acting in good faith and in a commercially reasonable manner, is recognised or acknowledge...
- #89">(iv) (if the Bank determines that no such industry standard is recognised or acknowledged) if no such spread, quantum, formula or methodology can be determined in accordance with (i) to (iii) above, the Bank determines, in its discretion and following...
#89">"AIAF" means the Spanish AIAF Fixed Income Securities Market (AIAF Mercado de Renta Fija S.A.);
#89">"Alternative Rate" means an alternative benchmark or screen rate which the Bank determines, following consultation with the Independent Financial Adviser and acting in good faith and in a commercially reasonable manner, is customary in market usage i...
#89">"Applicable Banking Regulations" means at any time the laws, regulations, requirements, guidelines and policies relating to capital adequacy, resolution and/or solvency then applicable to the Bank and/or the Group including, without limitation to the...
#89">"Bank" means CaixaBank, S.A.;
#89">"Benchmark Amendments" has the meaning given to such term in Condition 4.9.(c);
#89">"Benchmark Event" means:
- #89">(i) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or
- #89">(ii) a public statement by the administrator of the Original Reference Rate that it has ceased or will cease publishing the Original Reference Rate permanently or indefinitely or that it will cease to do so by a specified future date (the "Specified F...
- #89">(iii) a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will, by a Specified Future Date, be permanently or indefinitely discontinued (in circumstances where no succes...
- #90">(iv) a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate will, by a Specified Future Date, be prohibited from being used or that its use will be subject to restrictions or adverse c...
- #90">(v) a public statement by the supervisor of the administrator of the Original Reference Rate that, in the view of such supervisor, the Original Reference Rate is no longer representative of an underlying market and such representativeness will not be ...
- #90">(vi) it has or will become unlawful for the Bank or any other party to calculate any payments due to be made to any Holder using the Original Reference Rate (including, without limitation, under the Benchmarks Regulation (EU) 2016/1011, if applicable),
#90">"BRRD" means Directive 2014/59/EU, of 15 May, establishing the framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time including by BRRD II, as implemented into Spanish law by La...
#90">"BRRD II" means Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019 amending Directive 2014/59/EU as regards the loss-absorbing and recapitalisation capacity of credit institutions and investment firms and Directive 9...
#90">"Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Barcelona, Madrid and London;
#90">"Capital Event" means, at any time on or after the Closing Date, a change (or any pending change which the Competent Authority considers sufficiently certain) in the regulatory classification of the Preferred Securities that results (or would be like...
- #90">(a) the exclusion of any of the outstanding aggregate Liquidation Preference of the Preferred Securities from the Bank's or the Group's Additional Tier 1 Capital; or
- #90">(b) the reclassification of any of the outstanding aggregate Liquidation Preference of the Preferred Securities as a lower quality form of own funds of the Bank or the Group in accordance with the Applicable Banking Regulations;
#90">"Certificate" has the meaning given to such term in Condition 2.3;
#90">"Cash Dividend" means any Dividend which is (a) to be paid or made in cash (in whatever currency), other than any such Dividend falling within paragraph (b) of the definition of "Spin-Off", or (b) to be treated as a Cash Dividend pursuant to paragrap...
#90">"CET" means Central European Time;
#90">"CET1 Capital" means common equity tier 1 capital (capital de nivel 1 ordinario) in accordance with Chapter 2 (Common Equity Tier 1 capital) of Title I (Elements of own funds) of Part Two (Own Funds and Eligible Liabilities) of the CRR and/or Applica...
#91">"CET1 ratio" means with respect to the Bank or the Group, as the case may be, the ratio (expressed as a percentage) of the aggregate amount (in the Accounting Currency) of the CET1 Capital of the Bank or the Group, respectively, divided by the Risk-W...
#91">"Chairperson" has the meaning given to such term in Condition 13.3;
#91">"Clearstream Luxembourg" has the meaning given to such term in Condition 2.2;
#91">"Closing Date" means 14 September 2021;
#91">"Closing Price" means, in respect of an Ordinary Share, Security or, as the case may be, a Spin-Off Security, warrant or other right or asset, on any dealing day, the closing price of an Ordinary Share, Security or, as the case may be, a Spin-Off Sec...
#91">"CNMV" means the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores);
#91">"Competent Authority" means the European Central Bank or the Bank of Spain, as applicable, the Relevant Resolution Authority, or such other successor authority having primary bank supervisory authority with respect to prudential oversight and supervi...
#91">"Conversion Calculation Agent" has the meaning given in Condition 6.14;
#91">"Conversion Price" means, in respect of the Trigger Event Notice Date, if the Ordinary Shares are:
- #91">(a) then admitted to trading on a Relevant Stock Exchange, the higher of:
  - #91">(i) the Current Market Price of an Ordinary Share;
  - #91">(ii) the Floor Price; and
  - #91">(iii) the nominal value of an Ordinary Share (being 1.00 on the Closing Date),
- #91">(b) not then admitted to trading on a Relevant Stock Exchange, the higher of subparagraph (ii) or (iii) of paragraph (a) above;
#91">"Conversion Settlement Date" means the date on which the relevant Ordinary Shares are to be delivered on Trigger Conversion, which shall be as soon as practicable and in any event not later than one month following (or such other period as Applicable...
#91">"Conversion Shares" has the meaning given in Condition 6.2;
#91">"CRD IV" means any or any combination of the CRD IV Directive, the CRR and any CRD IV Implementing Measures;
#92">"CRD IV Directive" means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013, on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, as amended or re...
#92">"CRD IV Implementing Measures" means any regulatory capital rules implementing the CRD IV Directive or the CRR which may from time to time be introduced, including, but not limited to, delegated or implementing acts (regulatory technical standards) a...
#92">"CRD V Directive" means Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 amending Directive 2013/36/EU as regards exempted entities, financial holding companies, mixed financial holding companies, remuneration, sup...
#92">"CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on the prudential requirements for credit institutions and investment firms, as amended or replaced from time to time including by CRR II;
#92">"CRR II" means Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019 amending Regulation (EU) No 575/2013 as regards the leverage ratio, the net stable funding ratio, requirements for own funds and eligible liabilities...
#92">"Current Market Price" means, in respect of an Ordinary Share at a particular date, the average of the daily Volume Weighted Average Price of an Ordinary Share on each of the five consecutive dealing days ending on the dealing day immediately precedi...
- #92">(a) if the Ordinary Shares to be issued and delivered do not rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Ordinary Shares shall have been based on a price cum- such Dividend (or cum- s...
- #92">(b) if the Ordinary Shares to be issued and delivered do rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Ordinary Shares shall have been based on a price ex- such Dividend (or ex- such ot...
  - #92">(i) for the purposes of determining the Current Market Price pursuant to Condition 6.3(d) or (f) in circumstances where the relevant event relates to an issue of Ordinary Shares if on each of the dealing days in the Relevant Period the Volume Weighted...
  - #93">(ii) if the Volume Weighted Average Price of an Ordinary Share is not available on one or more of the dealing days in the Relevant Period (disregarding for this purpose the proviso to the definition of Volume Weighted Average Price), then the average ...
  - #93">(iii) for the purposes of any calculation or determination required to be made pursuant to paragraphs (a)(i) or (a)(ii) of the definition of "Dividend", if on each of the said five consecutive dealing days the Volume Weighted Average Price shall have ...
#93">"dealing day" means, in relation to Ordinary Shares, Securities, Spin-Off Securities, options, warrants or other rights or assets, as the context may require, a day on which the Relevant Stock Exchange in respect thereof is open for business and on s...
#93">"Delivery Notice" means a notice to be provided by the relevant Holder in accordance with Condition 6.10 which contains the relevant account and related details for the delivery of any Ordinary Shares in connection with a conversion of the Preferred ...
#93">"Distributable Items" means, in respect of the payment of a Distribution at any time, those profits and reserves (if any) of the Bank that are available in accordance with Applicable Banking Regulations for the payment of that Distribution at such time.
#93">"Distribution" means the non-cumulative cash distribution in respect of the Preferred Securities and a Distribution Period determined in accordance with Condition 4;
#93">"Distribution Payment Date" means each of 14 March, 14 June, 14 September and 14 December, in each year, with the first Distribution Payment Date falling on 14 December 2021;
#93">"Distribution Period" means the period from and including one Distribution Payment Date (or, in the case of the first Distribution Period, the Closing Date) to but excluding the next (or first) Distribution Payment Date;
#93">"Distribution Rate" means the rate at which the Preferred Securities accrue Distributions in accordance with Condition 4;
#94">"Dividend" means any dividend or distribution to Shareholders in respect of the Ordinary Shares (including a Spin-Off) whether of cash, assets or other property (and for these purposes a distribution of assets includes without limitation an issue of ...
- #94">(a) where:
  - #94">(i) (x) a Dividend in cash is announced which may (at the election of a Shareholder or Shareholders) be satisfied by the issue or delivery of Ordinary Shares or other property or assets, or (y) an issue of Ordinary Shares or other property or assets b...
    - #94">(A) the Fair Market Value of such cash amount as at the Ex Date of such Dividend or capitalisation; and
    - #94">(B) the Current Market Price of such Ordinary Shares or, as the case may be, the Fair Market Value of such other property or assets, in each case as at the Ex Date of such Dividend or capitalisation or, in any such case, if later, the date on which th...
  - #94">(ii) (x) there shall be any issue of Ordinary Shares or other property or assets by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) where such issue is or is expressed to be in lieu of a...
- #94">(b) any issue of Ordinary Shares falling within Condition 6.3(a) or 6.3(b) shall be disregarded;
- #94">(c) a purchase or redemption or buy-back of share capital of the Bank by or on behalf of the Bank in accordance with any general authority for such purchases or buy-backs approved by a general meeting of Shareholders and otherwise in accordance with t...
  - #95">(i) 105 per cent. of the Current Market Price of an Ordinary Share determined as aforesaid; and
  - #95">(ii) the number of Ordinary Shares so purchased, redeemed or bought back;
- #95">(d) if the Bank or any member of the Group shall purchase, redeem or buy-back any depositary or other receipts or certificates representing Ordinary Shares, the provisions of paragraph (c) above shall be applied in respect thereof in such manner and w...
- #95">(e) where a dividend or distribution is paid or made to Shareholders pursuant to any plan implemented by the Bank for the purpose of enabling Shareholders to elect, or which may require Shareholders, to receive dividends or distributions in respect of...
#95">"Eligible Persons" means those Holders or persons (being duly appointed proxies or representatives of such Holders) that are entitled to attend and vote at a meeting of the Holders, for the purposes of which no person shall be entitled to vote at any...
#95">"Equity Share Capital" means, in relation to any entity, its issued share capital excluding any part of that capital which, in respect of dividends and capital, does not carry any right to participate beyond a specific amount in a distribution;
#95">"EUR", " " and "euro" means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended or replaced from time to time;
#95">"EURIBOR" means the interest rate benchmark known as the Euro zone interbank offered rate which is calculated and published by a designated distributor (currently Thomson Reuters) in accordance with the requirements from time to time of the European ...
#95">"EURIBOR 6-month" means:
- #95">(a) the rate for deposits in euro for a six-month period which appears on the relevant Screen Page as of 11.00 a.m. (CET) on the Reset Determination Date for the relevant Reset Date; or
- #95">(b) if such rate does not appear on the relevant Screen Page at such time on such Reset Determination Date, the arithmetic mean of the rates at which deposits in euros are offered by four major banks in the Eurozone interbank market, as selected by th...
#96">"Euroclear" has the meaning given to such term in Condition 2.2;
#96">"Existing Shareholders" has the meaning given in the definition of "Newco Scheme";
#96">"Extraordinary Resolution" has the meaning given to such term in Condition 13;
#96">"Ex Date" means, in relation to any Dividend, capitalisation or other entitlement, unless otherwise defined herein, the first dealing day on which the Ordinary Shares are traded ex- the relevant Dividend, capitalisation or other entitlement on the Re...
#96">"Fair Market Value" means, with respect to any property on any date:
- #96">(a) in the case of a Cash Dividend, the amount of such Cash Dividend;
- #96">(b) in the case of any other cash amount, the amount of such cash;
- #96">(c) in the case of Securities or Spin-Off Securities, options, warrants or other rights or assets that are publicly traded on a Relevant Stock Exchange of adequate liquidity (as determined by the Conversion Calculation Agent in good faith):
  - #96">(i) in the case of Securities or Spin-Off Securities (in each case to the extent constituting equity share capital), the average of the daily Volume Weighted Average Prices of such Securities or Spin-Off Securities; and
  - #96">(ii) in the case of Securities or Spin-Off Securities (in each case other than to the extent constituting equity share capital), options, warrants or other rights or assets, the arithmetic mean of the daily Closing Prices of such Securities, Spin-Off ...
- #96">(d) in the case of Securities, Spin-Off Securities, options, warrants or other rights or assets that are not publicly traded on a Relevant Stock Exchange of adequate liquidity (as aforesaid), the fair market value of such Securities, Spin-Off Securiti...
#96">"First Reset Date" means 14 March 2029;
#96">"Floor Price" means 1.795 per Ordinary Share, subject to adjustment in accordance with Condition 6.3;
#96">"FTT" means financial transaction tax;
#97">"Further Preferred Securities" means any substantively similar instrument ranking by law or by its terms, to the extent permitted by law, pari passu with the Preferred Securities that is contingently convertible into Ordinary Shares other than at the...
#97">"Group" means the Bank together with its consolidated Subsidiaries;
#97">"Holders" means the holders of the Preferred Securities in the terms provided in Condition 2.3;
#97">"Iberclear" means the Spanish clearing and settlement system (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A., Sociedad Unipersonal);
#97">"Iberclear Members" means the respective participating entities (entidades participantes) in Iberclear;
#97">"Independent Financial Adviser" means an independent financial firm or financial adviser with appropriate expertise or financial institution of international repute, which may include without limitation the Conversion Calculation Agent, appointed by ...
#97">"Initial Margin" means 3.857 per cent. per annum;
#97">"Insolvency Law" means the consolidated text of the Insolvency Law approved by Royal Legislative Decree 1/2020, of 5 May, (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal), as amended or rep...
#97">"Law 10/2014" means Law 10/2014, of 26 June, on regulation, supervision and solvency of credit institutions (Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito), as amended or replaced from time to time;
#97">"Law 11/2015" means Law 11/2015, of 18 June, on the recovery and resolution of credit institutions and investment firms (Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amend...
#97">"Liquidation Distribution" means the Liquidation Preference per Preferred Security plus, if applicable, where not cancelled pursuant to, or otherwise subject to the limitations on payment set out in Condition 4, an amount equal to accrued and unpaid ...
#97">"Liquidation Preference" means 200,000 per Preferred Security;
#97">"Maximum Distributable Amount" means, at any time, the lower of any maximum distributable amount relating to the Bank or the Group required to be calculated, if applicable, at such time in accordance with (a) Article 48 of Law 10/2014 and any provisi...
#97">"Newco Scheme" means a scheme of arrangement or an analogous proceeding ("Scheme of Arrangement") which effects the interposition of a limited liability company ("Newco") between the Shareholders of the Bank immediately prior to the Scheme of Arrange...
- #97">(a) only ordinary shares of Newco or depositary or other receipts or certificates representing ordinary shares of Newco are issued to Existing Shareholders;
- #97">(b) immediately after completion of the Scheme of Arrangement, the only shareholders of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares of Newco are Existing Shareholders, and...
- #97">(c) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only ordinary shareholder (or shareholders) of the Bank;
- #98">(d) all Subsidiaries of the Bank immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary) are Subsidiaries of the Bank (or of Newco) immediately after completion of the Scheme of Arrangement; and
- #98">(e) immediately after completion of the Scheme of Arrangement, the Bank (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Bank immediately prio...
#98">"Non-Cash Dividend" means any Dividend which is not a Cash Dividend, and shall include a Spin Off;
#98">"Ordinary Shares" means ordinary shares in the capital of the Bank, each of which confers on the holder one vote at general meetings of Shareholders of the Bank and is credited as fully paid up;
#98">"Original Reference Rate" means:
- #98">(a) the originally-specified benchmark (including the 5-year Mid-Swap Rate and EURIBOR) or screen rate (as applicable) used to determine the Distribution Rate (or any component part thereof) on the Preferred Securities; or
- #98">(b) any Successor Rate or Alternative Rate which has been determined in relation to such benchmark or screen rate (as applicable) pursuant to the operation of Condition 4.9(a);
#98">"outstanding" means, in relation to the Preferred Securities, all the Preferred Securities issued other than those Preferred Securities:
- #98">(a) that have been redeemed pursuant to Condition 7 or otherwise pursuant to the Conditions;
- #98">(b) that have been or are in the process of being converted into Ordinary Shares following a Trigger Event under Condition 6;
- #98">(c) that have been purchased and cancelled under Condition 10; and
- #98">(d) that have become void under Condition 16,
- #98">(a) the right to attend and vote at any meeting of Holders; and
- #98">(b) the determination of how many and which Preferred Securities are for the time being outstanding for the purposes of Condition 13,
#98">"Preferred Securities" means the 750,000,000 Perpetual Non-Cumulative Contingent Convertible Additional Tier 1 Preferred Securities issued by the Bank on the Closing Date;
#98">"Prevailing Rate" means, in respect of any currencies on any day, the mid-spot rate of exchange between the relevant currencies prevailing as at 12 noon (CET) on that date as appearing on or derived from the Reference Page or, if such a rate cannot b...
#98">"Proceedings" has the meaning given to such term in Condition 17;
#98">"Qualifying Preferred Securities" means preferred securities issued directly or indirectly by the Bank where such securities:
- #98">(a) have terms not otherwise materially less favourable to the Holders than the terms of the Preferred Securities with any differences between their terms and conditions and these Conditions being those strictly necessary to (in the case of a Capital ...
- #99">(b) subject to (a) above, shall (i) carry the same (or higher) Distribution Rates and the same Distribution Payment Dates as those from time to time applying to the Preferred Securities; (ii) have the same currency, denomination and aggregate outstand...
#99">"Recognised Stock Exchange" means a regulated, regularly operating, recognised stock exchange or securities market in an OECD member state;
#99">"Redemption Price" means, per Preferred Security, the Liquidation Distribution upon the date fixed for redemption of the Preferred Securities;
#99">"Reference Banks" means five leading swap dealers in the Eurozone interbank market as selected by the Bank;
#99">"Reference Date" means, in relation to a Retroactive Adjustment, the date as of which the relevant Retroactive Adjustment takes effect or, in any such case, if that is not a dealing day, the next following dealing day;
#99">"Reference Page" means Bloomberg page BFIX, or if such page is not available, the relevant page (as determined in good faith by an Independent Financial Adviser) on Reuters or such other information service provider that displays the relevant informa...
#99">"Relevant Nominating Body" means, in respect of a benchmark or a screen rate (as applicable):
- #99">(a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicab...
- #99">(b) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory a...
#100">"Relevant Resolution Authority" means the Fund for Orderly Bank Restructuring (Fondo de Restructuración Ordenada Bancaria), the Single Resolution Board, the Bank of Spain, the CNMV or any other entity with the authority to exercise any of the resolut...
#100">"Relevant Stock Exchange" means (i) in the case of Ordinary Shares, the Spanish Stock Exchanges or if at the relevant time the Ordinary Shares are not at that time listed and admitted to trading on any of the Spanish Stock Exchanges, the principal st...
#100">"Representative Amount" means an amount that is representative for a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market;
#100">"Reset Date" means the First Reset Date and every fifth anniversary thereof;
#100">"Reset Determination Date" means, in relation to each Reset Date, the second TARGET Business Day immediately preceding such Reset Date;
#100">"Reset Period" means the period from (and including) a Reset Date to (but excluding) the next succeeding Reset Date;
#100">"Reset Reference Bank Rate" means, in relation to a Reset Date and the Reset Period commencing on that Reset Date, the percentage determined on the basis of the 5-year Mid-Swap Rate Quotations provided by the Reference Banks at approximately 11.00 a....
- #100">(a) in the case of each Reset Period other than the Reset Period commencing on the First Reset Date, the 5-year Mid-Swap Rate in respect of the immediately preceding Reset Period; or
- #100">(b) in the case of the Reset Period commencing on the First Reset Date, -0.337 per cent. per annum;
#100">"Retroactive Adjustment" has the meaning given in Condition 6.4;
#100">"Risk-Weighted Assets Amount" means at any time, with respect to the Bank or the Group, as the case may be, the aggregate amount (in the Accounting Currency) of the risk-weighted assets of the Bank or the Group, respectively, calculated in accordance...
#100">"Royal Decree 84/2015" means Royal Decree 84/2015, of 13 February, implementing Law 10/2014 (Real Decreto 84/2015, de 13 de febrero, por el que se desarolla la Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédit...
#100">"Royal Decree 1012/2015" means Royal Decree 1012/2015, of 6 November, developing Law 11/2015 (Real Decreto 1012/2015, de 6 de noviembre, por el que se desarrolla la Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y e...
#100">"Scheme of Arrangement" has the meaning given in the definition of "Newco Scheme";
#101">"Screen Page" means the display page on the relevant Reuters information service designated as:
- #101">(a) in the case of the 5-year Mid-Swap Rate, the "ICESWAP2" page; or
- #101">(b) in the case of EURIBOR 6-month, the "EURIBOR01" page,
#101">"Securities" means any securities including, without limitation, shares in the capital of the Bank, or options, warrants or other rights to subscribe for or purchase or acquire shares in the capital of the Bank;
#101">"Settlement Shares Depository" means any reputable independent financial institution, trust company or similar entity to be appointed by the Bank, on or prior to any date when a function ascribed to the Settlement Shares Depository in these Condition...
#101">"Share Currency" means euro or such other currency in which the Ordinary Shares are quoted or dealt in on the Relevant Stock Exchange at the relevant time or for the purposes of the relevant calculation or determination;
#101">"Shareholders" means the holders of Ordinary Shares;
#101">"Spanish Companies Law" means the consolidated text of the Spanish Companies Law approved by Royal Legislative Decree 1/2010, of 2 July, (Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades...
#101">"Spanish Stock Exchanges" means the Madrid, Barcelona, Bilbao and Valencia stock exchanges and the Automated Quotation System … Continuous Market (Sistema de Interconexión Bursátil… Mercado Continuo (SIB)) (AQS);
#101">"Specified Date" has the meanings given in Conditions 6.3(d), 6.3(f), 6.3(g) and 6.3(h), as applicable;
#101">"Spin-Off" means:
- #101">(a) a distribution of Spin-Off Securities by the Bank to the Shareholders as a class; or
- #101">(b) any issue, transfer or delivery of any property or assets (including cash or shares or other securities of or in or issued or allotted by any entity) by any entity (other than the Bank) to Shareholders as a class or, in the case of or in connectio...
#101">"Spin-Off Securities" means equity share capital of an entity other than the Bank or options, warrants or other rights to subscribe for or purchase equity share capital of an entity other than the Bank;
#101">"SRM Regulation" means Regulation (EU) No 806/2014 of the European Parliament and the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework o...
#101">"SRM Regulation II" means Regulation (EU) 2019/877 of the European Parliament and of the Council of 20 May 2019 amending Regulation (EU) No 806/2014 as regards the loss-absorbing and recapitalisation capacity of credit institutions and investment firms;
#102">"SSM Regulation" means Council Regulation (EU) No. 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions, as amended or replaced from time...
#102">"Subsidiary" means any entity over which the Bank has, directly or indirectly, control in accordance with Article 42 of the Spanish Commercial Code (Código de Comercio) and Applicable Banking Regulations;
#102">"Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body;
#102">"TARGET Business Day" means any day on which the Trans-European Automated Real Time Gross Settlement Transfer (TARGET 2) system is open;
#102">"Tax Event" means, at any time on or after the Closing Date, a change in, or amendment to, the laws or regulations of the Kingdom of Spain (including, for the avoidance of doubt, any political subdivision thereof or any authority or agency therein or...
- #102">(a) the Bank not being entitled to claim a deduction in computing taxation liabilities in Spain in respect of any Distribution to be made on the next Distribution Payment Date or the value of such deduction to the Bank being materially reduced; or
- #102">(b) the Bank being obliged to pay additional amounts pursuant to Condition 14 below; or
- #102">(c) the applicable tax treatment of the Preferred Securities changes in a material way that was not reasonably foreseeable at the Closing Date,
#102">"Trigger Conversion" has the meaning given in Condition 6.1;
#102">"Trigger Event" means if, at any time, as determined by the Bank or the Competent Authority (or any other agent appointed for such purpose by the Competent Authority), the CET1 ratio is less than 5.125 per cent.;
#102">"Trigger Event Notice" has the meaning given in Condition 6.1;
#102">"Trigger Event Notice Date" means the date on which a Trigger Event Notice is given in accordance with Condition 6.1;
#102">"Volume Weighted Average Price" means, in respect of an Ordinary Share, Security or, as the case may be, a Spin-Off Security on any dealing day, the order book volume-weighted average price of an Ordinary Share, Security or, as the case may be, a Spi...
#103">"Voting Right" means the right generally to vote at a general meeting of Shareholders of the Bank (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the occurrence of...
#103">"Waived Set-Off Rights" means any and all rights of or claims of any Holder for deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with any Preferred Security.
- #103">1.2 References to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or in accordance therewith...
- #103">1.3 References to any issue or offer or grant to Shareholders or Existing Shareholders as a class or by way of rights shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders or Existing Shareholders, as t...
- #103">1.4 In making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as the Conversion Calculation Agent or an Independent Financial Adviser determines in good faith appropria...
- #103">1.5 For the purposes of Condition 6.3 only:
  - #103">(a) references to the issue of Ordinary Shares or Ordinary Shares being issued shall, if not otherwise expressly specified in these Conditions, include the transfer and/or delivery of Ordinary Shares, whether newly issued and allotted or previously ex...
  - #103">(b) Ordinary Shares held by or on behalf of the Bank or any member of the Group (and which, in the case of Conditions 6.3(d) and 6.3(f), do not rank for the relevant right or other entitlement) shall not be considered as or treated as in issue or issu...
- #103">2. Form, Denomination and Title
  - #103">2.1 The Preferred Securities have been issued in uncertificated, dematerialised book-entry form (anotaciones en cuenta) in euro in an aggregate nominal amount of 750,000,000 and denominations of 200,000.
  - #103">2.2 The Preferred Securities have been registered with Iberclear as managing entity of the central registry of the Spanish clearance and settlement system (the "Spanish Central Registry"). Holders of a beneficial interest in the Preferred Securities w...
- #104">3. Status of the Preferred Securities
  - #104">(a) pari passu among themselves and with:
    - #104">(i) any claims in respect of other contractually subordinated obligations (créditos subordinados) of the Bank in accordance with Article 281.1.2º of the Insolvency Law or any other Spanish law provisions which replace it from time to time, qualifying ...
    - #104">(ii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with the Bank's obligations under the Preferred Securities;
  - #104">(b) junior to:
    - #104">(i) any claims in respect of unsubordinated obligations of the Bank;
    - #104">(ii) any claims in respect of other contractually subordinated obligations (créditos subordinados) of the Bank in accordance with Article 281.1.2º of the Insolvency Law or any other Spanish law provisions which replace it from time to time, not qualif...
    - #104">(iii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to the Bank's obligations under the Preferred Securities; and
  - #104">(c) senior to:
    - #104">(i) any claims for the liquidation amount of the Ordinary Shares; and
    - #104">(ii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the Bank's obligations under the Preferred Securities.
- #105">4. Distributions
  - #105">4.1 The Preferred Securities accrue Distributions:
    - #105">(a) in respect of the period from (and including) the Closing Date to (but excluding) the First Reset Date at the rate of 3.625 per cent. per annum; and
    - #105">(b) in respect of each Reset Period, at the rate per annum equal to the aggregate of the Initial Margin and the 5-year Mid-Swap Rate (quoted on an annual basis) for such Reset Period, first calculated on an annual basis and then converted to a quarter...
  - #105">4.2 Subject to any applicable fiscal or other laws and regulations, the payment of Distributions on the Preferred Securities will be made in euros by the Bank on the relevant Distribution Payment Date by transfer to an account capable of receiving eur...
  - #105">4.3 The Bank may elect, in its sole and absolute discretion, to cancel the payment of any Distribution (including any additional amounts pursuant to Condition 14) in whole or in part at any time that it deems necessary or desirable and for any reason.
  - #105">4.4 Without prejudice to the right of the Bank to cancel the payments of any Distribution under Condition 4.3 above:
    - #105">(a) Payments of Distributions (including any additional amounts pursuant to Condition 14) in any financial year of the Bank shall be made only to the extent the Bank has sufficient Distributable Items. To the extent that the Bank has insufficient Dist...
    - #105">(b) If the Competent Authority, in accordance with Article 68 of Law 10/2014 and/or Article 16 of the SSM Regulation and/or with Applicable Banking Regulations, requires the Bank to cancel a relevant Distribution (including any additional amounts purs...
    - #106">(c) The Bank may make partial or, as the case may be, no payment of the relevant Distribution (including any additional amounts pursuant to Condition 14) on the Preferred Securities (whether by way of a repayment of the Liquidation Preference, the pay...
    - #106">(d) If the Trigger Event occurs at any time on or after the Closing Date, the Bank will not make any further Distribution (including any additional amounts pursuant to Condition 14) on the Preferred Securities and any accrued and unpaid Distributions ...
  - #106">4.5 Distributions on the Preferred Securities will be non-cumulative. Accordingly, if any Distribution (or part thereof) is not made in respect of the Preferred Securities as a result of any election of the Bank to cancel such Distribution pursuant to...
  - #106">4.6 No such election to cancel the payment of any Distribution (or part thereof) pursuant to Condition 4.3 above or non-payment of any Distribution (or part thereof) as a result of the limitations on payment set out in Condition 4.4 above and Conditio...
  - #106">4.7 The Bank will at, or as soon as practicable after, the relevant time on each Reset Determination Date at which the Distribution Rate is to be determined, determine the Distribution Rate for the relevant Reset Period. The Bank will cause the Distri...
  - #106">4.8 All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4 by the Bank, shall (in the absence of wilful default, bad ...
  - #107">4.9 If the Bank determines that a Benchmark Event has occurred when the Distribution Rate (or any component part thereof) remains to be determined by reference to the Original Reference Rate, then the Bank shall use its reasonable endeavours to appoin...
    - #107">(a) Successor Rate or Alternative Rate
      - #107">(i) agree that there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 4.9(b)) subsequently be used in place of the Original Reference Rate to determine the Distribution Rate (or the relevant component...
      - #107">(ii) agree that there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 4.9(b)) subsequently be used in place of the Original Reference Rate to determine the Di...
    - #107">(b) Adjustment Spread
    - #107">(c) Benchmark Amendments
    - #108">(d) Notices, etc.
    - #108">(e) Survival of Original Reference Rate
- #108">5. Liquidation Distribution
  - #108">5.1 Subject as provided in Condition 5.2 below, in the event of any voluntary or involuntary liquidation or winding-up of the Bank, the Preferred Securities (unless previously converted into Ordinary Shares pursuant to Condition 6 below) will confer a...
  - #108">5.2 If, before such liquidation or winding-up of the Bank described in Condition 5.1, the Trigger Event occurs but the relevant conversion of the Preferred Securities into Ordinary Shares pursuant to Condition 6 below is still to take place, the entit...
  - #108">5.3 After payment of the relevant entitlement in respect of a Preferred Security as described in Conditions 5.1 and 5.2, such Preferred Security will confer no further right or claim to any of the remaining assets of the Bank.
- #108">6. Conversion
  - #108">6.1 If the Trigger Event occurs at any time on or after the Closing Date, then the Bank will:
    - #108">(a) notify the Competent Authority and Holders thereof immediately in accordance with Condition 15 below (together, the "Trigger Event Notice");
    - #108">(b) not make any further Distribution on the Preferred Securities, including any accrued and unpaid Distributions which shall be cancelled by the Bank in accordance with Condition 4.4 above; and
    - #108">(c) irrevocably and mandatorily (and without any requirement for the consent or approval of Holders) convert all the Preferred Securities into Ordinary Shares (the "Trigger Conversion") to be delivered on the relevant Conversion Settlement Date.
  - #109">6.2 Subject as provided in Condition 6.9, the number of Ordinary Shares to be issued on Trigger Conversion in respect of each Preferred Security to be converted (the "Conversion Shares") shall be determined by dividing the Liquidation Preference of su...
  - #109">6.3 Upon the occurrence of any of the events described below, the Floor Price shall be adjusted as follows:
    - #109">(a) If and whenever there shall be a consolidation, reclassification/redesignation or subdivision affecting the number of Ordinary Shares, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to such consolidatio...
    - #109">(b) If and whenever the Bank shall issue any Ordinary Shares credited as fully paid to Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than where such issue constit...
    - #110">(c)
      - #110">(i) If and whenever the Bank shall pay any Extraordinary Dividend to Shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:
      - #110">(ii) If and whenever the Bank shall pay or make any Non-Cash Dividend to Shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:
      - #111">(iii) For the purposes of the above, Fair Market Value shall (subject as provided in paragraph (a) of the definition of "Dividend" and in the definition of "Fair Market Value") be determined as at the Ex Date of the relevant Extraordinary Dividend, or...
      - #111">(iv) In making any calculations for the purposes of this Condition 6.3(c), such adjustments (if any) shall be made as the Conversion Calculation Agent or an Independent Financial Adviser may determine in good faith to be appropriate to reflect:
        #111">(A) any consolidation or subdivision of any Ordinary Shares; or
        #111">(B) the issue of Ordinary Shares by way of capitalisation of profits or reserves (or any like or similar event); or
        #111">(C) any increase in the number of Ordinary Shares in issue in the relevant year in question.
    - #111">(d) If and whenever the Bank shall issue Ordinary Shares to Shareholders as a class by way of rights, or the Bank or any member of the Group or (at the direction or request or pursuant to any arrangements with the Bank or any member of the Group) any ...
    - #112">(e) If and whenever the Bank or any member of the Group or (at the direction or request or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity shall issue any Securities (other than Ordinary Share...
    - #112">(f) If and whenever the Bank shall issue (otherwise than as mentioned in Condition 6.3(d) above) wholly for cash or for no consideration any Ordinary Shares (other than Ordinary Shares issued on conversion of the Preferred Securities or on the exercis...
    - #113">(g) If and whenever the Bank or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity (otherwise than as mentioned in Condition 6.3(d), ...
    - #114">(h) If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any such Securities (other than the Preferred Securities, which term shall for this purpose include any Furth...
    - #115">(i) If and whenever the Bank or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity shall offer any Securities in connection with whic...
    - #115">(j) If the Bank determines that a reduction to the Floor Price should be made for whatever reason, the Floor Price will be reduced (either generally or for a specified period as notified to Holders) in such manner and with effect from such date as the...
      - #115">(i) where the events or circumstances giving rise to any adjustment pursuant to this Condition 6.3 have already resulted or will result in an adjustment to the Floor Price or where the events or circumstances giving rise to any adjustment arise by vir...
      - #116">(ii) such modification shall be made to the operation of these Conditions as may be determined in good faith by an Independent Financial Adviser to be in its opinion appropriate:
        #116">(A) to ensure that an adjustment to the Floor Price or the economic effect thereof shall not be taken into account more than once; and
        #116">(B) to ensure that the economic effect of a Dividend is not taken into account more than once.
        #116">(A) the aggregate consideration receivable or price for Ordinary Shares issued for cash shall be the amount of such cash;
        #116">(B) (I) the aggregate consideration receivable or price for Ordinary Shares to be issued or otherwise made available upon the conversion or exchange of any Securities shall be deemed to be the consideration or price received or receivable for any such...
        #116">(C) if the consideration or price determined pursuant to (A) or (B) above (or any component thereof) shall be expressed in a currency other than the Share Currency, it shall be converted into the Share Currency at the Prevailing Rate on the relevant E...
        #116">(D) in determining the consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant...
        #117">(E) the consideration or price shall be determined as provided above on the basis of the consideration or price received, receivable, paid or payable regardless of whether all or part thereof is received, receivable, paid or payable by or to the Bank ...
  - #117">6.4 If the Conversion Settlement Date in relation to the conversion of any Preferred Security shall be after the record date in respect of any consolidation, reclassification/redesignation or subdivision as is mentioned in Condition 6.3 above, or afte...
  - #117">6.5 If any doubt shall arise as to whether an adjustment falls to be made to the Floor Price or as to the appropriate adjustment to the Floor Price, and following consultation between the Bank and an Independent Financial Adviser, a written determinat...
  - #117">6.6 No adjustment will be made to the Floor Price where Ordinary Shares or other Securities (including rights, warrants and options) are issued, offered, exercised, allotted, purchased, appropriated, modified or granted to, or for the benefit of, empl...
  - #117">6.7 On any adjustment, the resultant Floor Price shall be rounded down to the nearest integral multiple of 0.0001. No adjustment shall be made to the Floor Price where such adjustment (rounded down if applicable) would be less than 1 per cent. of the...
  - #117">6.8 On any Trigger Conversion of the Preferred Securities and upon the Trigger Event Notice Date, the Bank shall give instructions in accordance with the Iberclear procedures applicable from time to time so that all the Preferred Securities outstandin...
  - #118">6.9 Fractions of Ordinary Shares will not be issued on Trigger Conversion or pursuant to Condition 6.4 and no cash payment or other adjustment will be made in lieu thereof. Without prejudice to the generality of the foregoing, the number of Conversion...
  - #118">6.10 On the Conversion Settlement Date, the Bank shall deliver to the Holders or the Settlement Shares Depository, as set out below, such number of Ordinary Shares as is required to satisfy in full the Bank's obligation to deliver Ordinary Shares in r...
  - #119">6.11 A Holder or the Settlement Shares Depository must pay (in the case of the Settlement Shares Depository by means of deduction from the net proceeds of sale referred to in Condition 6.10 above) all taxes arising on Trigger Conversion other than:
    - #119">(a) any taxes payable by the Bank; and
    - #119">(b) any capital, issue and registration and transfer taxes or stamp duties;
  - #119">6.12 The Ordinary Shares (including any Additional Ordinary Shares) issued on Trigger Conversion will be fully paid and will in all respects rank pari passu with the fully paid Ordinary Shares in issue on the Trigger Event Notice Date or, in the case ...
  - #119">6.13 Notwithstanding any other provision of this Condition 6 and subject to compliance with the provisions of the Spanish Companies Law and/or with any Applicable Banking Regulations, the Bank or any member of the Group may exercise such rights as it ...
  - #119">6.14 So long as any Preferred Securities are outstanding, there shall at all times be a conversion calculation agent (the "Conversion Calculation Agent"), which may be the Bank or another person appointed by the Bank to serve in such capacity, who sha...
- #120">7. Optional redemption
  - #120">7.1 The Preferred Securities are perpetual and are only redeemable in accordance with the following provisions of this Condition 7.
  - #120">7.2 Subject to Conditions 7.3 and 7.4 below, the Preferred Securities shall not be redeemable prior to 14 September 2028. All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank:
    - #120">7.2.1. at any time in the period commencing on (and including) 14 September 2028 and ending on (and including) the First Reset Date; or
    - #120">7.2.2. on any Distribution Payment Date thereafter,
  - #120">7.3 If, on or after the Closing Date, there is a Capital Event, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Bank, subject to the prior consent of the Competent Authority (and/or otherwise in accordance with...
  - #120">7.4 If, on or after the Closing Date, there is a Tax Event, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Bank, subject to the prior consent of the Competent Authority (and/or otherwise in accordance with App...
  - #120">7.5 The decision to redeem the Preferred Securities must be, subject to Condition 6.1 above, irrevocably notified by the Bank to the Holders not less than 15 and not more than 60 days prior to the relevant redemption date through the filing of an anno...
  - #120">7.6 If the notice of redemption has been given, and the funds deposited and instructions and authority to pay given as required above, then on the date of such deposit:
    - #120">(a) Distributions on the Preferred Securities shall cease;
    - #120">(b) such Preferred Securities will no longer be considered outstanding; and
    - #120">(c) the Holders will no longer have any rights as Holders except the right to receive the Redemption Price.
  - #120">7.7 The Bank may not give a notice of redemption pursuant to this Condition 7 if a Trigger Event Notice has been given. If any notice of redemption of the Preferred Securities is given pursuant to this Condition 7 and a Trigger Event occurs prior to s...
  - #120">7.8 If either the notice of redemption has been given and the funds are not deposited as required on the date of such deposit or if the Bank improperly withholds or refuses to pay the Redemption Price of the Preferred Securities, Distributions will co...
- #121">8. Loss Absorbing Power
  - #121">8.1 Exercise of Loss Absorbing Power and acknowledgment
  - #121">8.2 Payment of outstanding Amounts Due
  - #121">8.3 Notice to Holders
  - #121">8.4 Proration
  - #121">8.5 No Event of Default
  - #121">8.6 Definitions
#121">"Amounts Due" means the principal amount or other amounts due, additional amounts, if any, due on the Preferred Securities under Condition 14 (Taxation). References to such amounts will include amounts that have become due and payable, but which have...
#121">"Loss Absorbing Power" means any power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in Spain, relating to (i) the transposition of the BRRD (including but not limited to, L...
- #121">(a) the reduction of all, or a portion of, the Amounts Due on a permanent basis;
- #122">(b) the conversion of all, or a portion of, the Amounts Due into shares, other securities or other obligations of the Bank or another person (and the issue to the Holder of such shares, securities or obligations), including by means of an amendment, m...
- #122">(c) the cancellation of the Preferred Securities or Amounts Due;
- #122">(d) the amendment or alteration of the maturity of the Preferred Securities or amendment of the amount of interest payable on the Preferred Securities, or the date on which the interest becomes payable, including by suspending payment for a temporary ...
- #122">(e) the amendment of the terms of the Preferred Securities.
#122">"Regulated Entity" means any entity to which BRRD or any other Spanish piece of legislation relating to the Loss Absorbing Power, applies, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies.
- #122">9. Substitution and Variation
  - #122">9.1 Subject to the prior consent of the Competent Authority (and/or otherwise in accordance with the Applicable Banking Regulations then in force) and having given no less than 15 nor more than 60 calendar days' notice to the Holders in accordance wit...
  - #122">9.2 Holders shall, by virtue of subscribing and/or purchasing the Preferred Securities, be deemed to accept the substitution or variation of the terms of such Preferred Securities and to grant the Bank full power and authority to take any action and/o...
  - #122">9.3 The Bank will not give a notice of substitution or variation after a Trigger Event has occurred. If the Bank has given a notice of substitution or variation in accordance with these Conditions but prior to such substitution or variation a Trigger ...
- #122">10. Purchases of Preferred Securities
- #122">11. Waiver of Set-off
- #123">12. Undertakings
  - #123">(a) not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on Trigger Conversion, Ordinary Shares could not, under any applicable law then in effect, be legally issued as fully paid;
  - #123">(b) if any offer is made to all (or as nearly as may be practicable all) Shareholders (or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any associates of the offeror) to acquire all or a majority of the i...
  - #123">(c) in the event of a Newco Scheme, take (or shall procure that there is taken) all necessary action to ensure that such amendments are made to these Conditions immediately after completion of the Scheme of Arrangement as are necessary to ensure that ...
    - #123">(i) admitted to the Relevant Stock Exchange; or
    - #123">(ii) listed and/or admitted to trading on another Recognised Stock Exchange,
  - #123">(d) issue, allot and deliver Ordinary Shares upon Trigger Conversion subject to and as provided in Condition 6;
  - #123">(e) use all reasonable endeavours to ensure that its issued and outstanding Ordinary Shares and any Ordinary Shares issued upon Trigger Conversion will be admitted to listing and trading on the Relevant Stock Exchange or will be listed and/or admitted...
  - #123">(f) at all times keep in force the relevant resolutions needed for issue, free from pre-emptive rights, sufficient authorised but unissued Ordinary Shares to enable Trigger Conversion of the Preferred Securities, and to satisfy in full all rights that...
  - #124">(g) where the provisions of Condition 6 require or provide for a determination by an Independent Financial Adviser or a role to be performed by a Settlement Shares Depository, use all reasonable endeavours promptly to appoint such person for such purp...
- #124">13. Meetings of Holders
  - #124">13.1 Convening meetings
  - #124">13.2 Procedures for convening meetings
    - #124">(a) At least 21 clear days' notice specifying the day, hour and place of the meeting, which need not be a physical place and instead may be by way of conference call, including by use of a videoconference platform, shall be given to the Holders in the...
      - #124">(i) specify the terms of the Extraordinary Resolution to be proposed; or
      - #124">(ii) inform Holders that the terms of the Extraordinary Resolution are available free of charge from the Bank or an agent thereof, provided that, in the case of this (ii), such resolution is so available in its final form with effect on and from the d...
      - #124">(i) include statements as to the manner in which Holders are entitled to attend and vote at the meeting; or
      - #124">(ii) inform Holders that details of the voting arrangements are available free of charge from the Bank or an agent thereof, provided that, in the case of this (ii) the final form of such details are available with effect on and from the date on which ...
    - #124">(b) Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if ten were substituted for 21 in Condition 13.2(a) and the notice shall state the re...
  - #124">13.3 Chairperson
  - #124">13.4 Quorums
    - #124">(a) At any meeting one or more Eligible Persons present and holding or representing in the aggregate not less than 5 per cent. in Liquidation Preference of the Preferred Securities for the time being outstanding shall (except for the purpose of passin...
      - #125">(i) a reduction or cancellation of the Liquidation Preference of the Preferred Securities; or
      - #125">(ii) without prejudice to the provisions of Condition 4 (including, without limitation, the right of the Bank to cancel the payment of any Distributions on the Preferred Securities), a reduction or cancellation of the amount payable or modification of...
      - #125">(iii) a modification of the currency in which payments under the Preferred Securities are to be made; or
      - #125">(iv) a modification of the majority required to pass an Extraordinary Resolution; or
      - #125">(v) the sanctioning of any scheme or proposal described in Condition 13.7(c)(vi) below; or
      - #125">(vi) alteration of this proviso or the proviso to Condition 13.4(b) below,
    - #125">(b) If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairperson may decide) after the time appointed for any meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudic...
    - #125">(c) At any adjourned meeting one or more Eligible Persons present (whatever the Liquidation Preference of the Preferred Securities so held or represented by them) shall (subject as provided below) form a quorum and shall (subject as provided below) ha...
  - #125">13.5 Right to attend and vote
    - #125">(a) The provisions governing the manner in which Holders may attend and vote at a meeting of the holders of Preferred Securities must be notified to Holders in accordance with Condition 15 and/or at the time of service of any notice convening a meeting.
    - #126">(b) Any director or officer of the Bank and its lawyers and financial advisers may attend and speak at any meeting. Subject to this, but without prejudice to the proviso to the definition of "outstanding", no person shall be entitled to attend and spe...
    - #126">(c) Subject as provided in Condition 13.6(b), at any meeting:
      - #126">(i) on a show of hands every Eligible Person present shall have one vote; and
      - #126">(ii) on a poll every Eligible Person present shall have one vote in respect of each Preferred Security.
  - #126">13.6 Holding of meetings
    - #126">(a) Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairperson shall both on a show of hands and on a poll have a casting vote in addition to the vote or vote...
    - #126">(b) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairperson or the Bank or by any Eligible Person present (whatever the Liquidation Preference of the Preferred Securities held by h...
    - #126">(c) Subject to Condition 13.6(e) if at any meeting a poll is demanded, it shall be taken in the manner and, subject as provided below, either at once or after an adjournment as the Chairperson may direct and the result of the poll shall be deemed to b...
    - #126">(d) The Chairperson may, with the consent of (and shall if directed by) any meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting except business, which might lawfully (but for...
    - #126">(e) Any poll demanded at any meeting on the election of a Chairperson or on any question of adjournment shall be taken at the meeting without adjournment.
  - #126">13.7 Approval of the resolutions
    - #126">(a) Any resolution passed at a meeting of the Holders duly convened and held shall be binding upon all the Holders whether present or not present at the meeting and whether or not voting and each of them shall be bound to give effect to the resolution...
    - #126">(b) The expression "Extraordinary Resolution" when used in this Condition 13 means a resolution passed at a meeting of the Holders duly convened and held in accordance with the provisions of this Condition 13 by a majority consisting of not less than ...
    - #126">(c) A meeting of the Holders shall in addition to the powers set out above have the following powers exercisable only by Extraordinary Resolution (subject to the provisions relating to the quorum contained in Conditions 13.4(a) and 13.4(c)), namely:
      - #127">(i) power to approve any compromise or arrangement proposed to be made between the Bank and the Holders;
      - #127">(ii) power to approve any abrogation, modification, compromise or arrangement in respect of the rights of the Holders against the Bank or against any of its property whether these rights arise under these Conditions or the Preferred Securities or othe...
      - #127">(iii) power to agree to any modification of the provisions contained in these Conditions or the Preferred Securities, which is proposed by the Bank;
      - #127">(iv) power to give any authority or approval which under the provisions of this Condition 13 or the Preferred Securities is required to be given by Extraordinary Resolution;
      - #127">(v) power to appoint any persons (whether Holders or not) as a committee or committees to represent the interests of the Holders and to confer upon any committee or committees any powers or discretions which the Holders could themselves exercise by Ex...
      - #127">(vi) power to approve any scheme or proposal for the exchange or sale of the Preferred Securities for, or the conversion of the Preferred Securities into, or the cancellation of the Preferred Securities in consideration of, shares, stock, notes, bonds...
      - #127">(vii) power to approve the substitution of any entity in place of the Bank (or any previous substitute) as the principal debtor in respect of the Preferred Securities.
    - #127">(d) Subject to Condition 13.7(a), to be passed at a meeting of the Holders duly convened and held in accordance with the provisions of this Condition 13, a resolution (other than an Extraordinary Resolution) shall require a majority of the persons vot...
  - #127">13.8 Miscellaneous
    - #127">(a) Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from time to time provided for that purpose by the Bank and any minutes signed by the Chairperson of the meeting at which any resolution was ...
    - #127">(b) For the purposes of calculating a period of clear days, no account shall be taken of the day on which a period commences or the day on which a period ends.
    - #127">(c) Any modification or waiver of the Conditions in accordance with this Condition 13 will be effected in accordance with the Applicable Banking Regulations and conditional upon any prior approval from the Competent Authority, to the extent required t...
- #127">14. Taxation
  - #127">14.1 All payments of Distributions and other amounts payable in respect of the Preferred Securities by or on behalf of the Bank will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, du...
  - #128">14.2 The Bank shall not be required to pay any additional amounts in relation to any payment in respect of Preferred Securities:
    - #128">(a) presented for payment by or on behalf of a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of the Preferred Securities by reason of his having some connection with Spain other than:
      - #128">(i) the mere holding of Preferred Securities; or
      - #128">(ii) the receipt of any payment in respect of Preferred Securities; or
    - #128">(b) where taxes are imposed by the Kingdom of Spain (or any political subdivision thereof or any authority or agency therein or thereof having power to tax) that are (i) any FTT, estate, inheritance, gift, sales, transfer, personal property or similar...
    - #128">(c) to, or to a third party on behalf of, a Holder who is an individual resident for tax purposes in Spain (or any political subdivision or any authority thereof or therein having power to tax); or
    - #128">(d) to, or to a third party on behalf of, a Holder in respect of whom the Bank (or an agent acting on behalf of the Bank) has not received such information it may be required in order to comply with Spanish tax reporting requirements, as may be necess...
- #128">15. Notices
- #129">16. Prescription
- #129">17. Governing Law and Jurisdiction
  - #129">17.1 The Preferred Securities and any non-contractual obligations arising out of or in connection with the Preferred Securities shall be governed by, and construed in accordance with, Spanish law.
  - #129">17.2 The Bank hereby irrevocably agrees for the benefit of the Holders that the courts of the city of Barcelona, Spain are to have jurisdiction to settle any disputes which may arise out of or in connection with the Preferred Securities (including a d...
#130">USE AND ESTIMATED NET AMOUNT OF PROCEEDS
#131">TAXATION
- #131">SPANISH TAX CONSIDERATIONS
- #131">Taxation of the Preferred Securities
- #131">Indirect taxation
- #132">Direct taxation
- #137">Taxation on ownership and transfer of the Ordinary Shares
- #137">Indirect Taxation
- #137">Direct Taxation
- #141">Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
- #142">Spanish direct refund from Spanish tax authorities
- #142">THE PROPOSED FINANCIAL TRANSACTIONS TAX (THE EU FTT)
- #143">The Spanish financial transactions tax
- #143">FATCA
#144">ANNEX I
#147">SUBSCRIPTION AND SALE
- #147">SELLING RESTRICTIONS
- #147">General
- #147">United States of America
- #147">United Kingdom
- #148">Spain
- #148">(a) the expression "retail investor" means a person who is one (or more) of the following:
- #148">(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Preferred Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Pr...
- #148">(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
- #148">(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professio...
- #148">(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and
- #149">Singapore
- #149">Republic of Italy
- #150">Hong Kong
- #150">Switzerland
- #150">Prohibition of sales to consumers in Belgium
- #150">Canada
- #151">Australia
#151">(a) has not (directly or indirectly) offered, and will not offer for issue or sale and has not invited, and will not invite, applications for issue, or offers to purchase, the Preferred Securities in, to or from Australia (including an offer or invita...
#151">(b) has not distributed or published, and will not distribute or publish, any prospectus, information memorandum, advertisement or other offering material relating to the Preferred Securities in Australia,
#152">MARKET INFORMATION
- #152">Summary of Clearance and Settlement Procedures
- #152">Iberclear and BME Clearing
- #153">Market Information in relation to the Preferred Securities
- #153">Iberclear Settlement of securities traded in AIAF
- #154">The ARCO Platform
- #154">Euroclear and Clearstream
- #154">Market Information in relation to the Ordinary Shares
- #155">AQS
- #156">Euroclear and Clearstream, Luxembourg
#157">ADDITIONAL INFORMATION
- #157">Responsibility statement
- #157">Listing
- #157">Authorisation
- #157">Significant/Material change and trend information
- #157">Independent auditors
- #157">Third party information
- #157">Documents on display
- #158">Interests of natural and legal persons involved in the Offer of the Preferred Securities
- #158">Statement of the capacity in which the advisers have acted
- #158">Paying agency
- #158">Conversion calculation agency
- #158">Yield
- #158">Clearing: ISIN and Common Code
- #159">Stabilisation
- #159">Other relationships
- #159">Expenses related to the admission to trading
- #159">Ratings of the Preferred Securities
#161">SIGNATURES