CaixaBank, S.A. (BME:CABK)
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AGM 2019

Apr 5, 2019

Speaker 17

When I presented myself to the board of directors to talk about our performance, I have to talk about the future more than about the past. The figures are showing us not only the potency of the economy of La Caixa, but also credit solidity and the prestige we have. We must have the economic force and make it available. It must be a mean to be able to cover all the requirements of life. We have to continue and also use the popular economy, penetrate all kinds of regions and corners of our territory. We cannot tolerate in any way the non-mobility. La Caixa must really change what must be improved because we need to progress. We must be absolutely convinced that we can expand the horizons of the new entity.

That enthusiasm of all of us can take our entity to the prosperity we wish, with work in mind and persons in your heart. Today in CaixaBank, we continue to be loyal to the principles of Francesc Moragas expressed more than 100 years ago, we do it with our clients, we contribute to the financial well-being through the best advice with the products and services that are the most innovative ones and the most advanced technology of the sector. We do it also with our shareholders. Their support, which is decisive, make us the leading bank of the country. We do it with our employees because we share a culture which is based on people, cooperation, and flexibility, with honesty and transparency, being close to them and being committed, always responsible and demanding.

We do it with the society, to contribute to the progress of society through initiatives as inclusion, financial education, support to diversity, sustainability of the environment, and also our volunteering sector. Because we still are a social responsible bank and entity. We are caring for our territory and our environment. Because persons have been and will always be the core of what we do. This trip started with those that believed in a different kind of banking entity, it continued with the generations that took the lead and made the effort to make this project and take us into the entity we are now, for millions of people to improve their lives and renew their dreams. Because in CaixaBank, people have been and still are, and will be the first important thing. First of all, people. Good morning, ladies and gentlemen.

I would like to welcome you to the ordinary annual general shareholders' meeting of CaixaBank, in my own name and on behalf of the board of directors, which is an honor for me to be the chair of. I would like to thank you for your attendance, most of all to those that have been coming from far away, also for those who follow this board of directors through internet connection. This shareholders' meeting has been called to talk about the annual accounts of 2018 all the rest of the agreements of the different items on the agenda. The secretary will talk about the figures of the call, if you all agree, we consider it read, we will go on with the attendance figures. Yes. Good morning, ladies and gentlemen.

Óscar Calderón
General Secretary and Secretary to the Board of Directors, CaixaBank

The call of this shareholders meeting was published in the trade registry with a relevant fact February 26, 2019. As of that day, all the relevant information is published on the website of the corporation, as established by the capital law. Since April, it was also published in a clarity note of the corporation, which does not affect the report, which we have in our annual accounts and what is now submitted for voting. As of this moment, we have to say that the shareholders can take the floor, ask questions, give remarks, as is stated in the clauses. You can contact the table in this room, at the end of the room, where you can register, showing your card, and then you can obtain a card where you can fill out your data, your personal data, because you would like to participate.

The voting according to the items on the agenda consists in the following: After the reading of each of the motions for its resolution, we will ask for the votes against and then the abstentions. Considering in favor all those shareholders do not manifest the contrary in the voting or the abstention. We ask all the shareholders, if they want to show their vote against or abstention, to get up, to stand up when they are asked for it. The chair will decide or consider it approved, of course, also with the possibility to have the information that will be published further on.

If you are against, you have to stand up, you have to fill out the different possibilities on the card, and you have it at the other side of the card that you receive at the moment you register for the participation of voting. For that, you have to contact, again, the tables at the end of the room, and then present this card so that it can be realized, and we can count the votes. You can contact these tables at any moment during the meeting. The shareholders that leave the room before or during the voting and still want to make the statement that their vote is not counted as in favor, can say so at the table. We have the list of attendance with the figures that show the cards we have received, and according to it is as follows.

Attendant and also the post-voting, 1,527 million are represented with 47% of the share capital. Represented, we have 1.9 million, and also the 1.7 million shares, which are also represented. We have also the 2,510, and that is exactly the 3,000,871, and it represents 64.3% of the share capital. After this reading, we decide that this meeting is opened, and we give the floor to Mr. Óscar Calderón, the secretary, as is stated in the rules and also in the Capital Corporations Act. The board of directors has also asked for the notary to protocolize it in a deed, and also Mr. Rubio is present. I give the floor to the secretary, Mr. Calderón. Fulfilling the rules of the commercial registry, we ask the attendance if there are protests against the validly constituted shareholders meeting. Also, shareholders can now express their votes against the constitution of the meeting.

No votes against. No protests. No objections. Ladies and gentlemen, good morning. Also, [Foreign language], and good morning, and welcome to the Annual General Shareholders Meeting of CaixaBank. Thank you very much for your attendance here today, mostly to those that have come from far away to be together with us. It is an honor for me to be the chair of this meeting, which is the ending of 2018, but also the ending of the strategic plan between 2015 and 2018. It has been a period of four years. It was full of important targets. With low interest rates, we have also the cooperation of BFA and BPI to the group, the crisis, the transformation in the digital world, and so many other targets and challenges. The team of CaixaBank has proven its capacity to manage it successfully in a very complex environment.

Along this period of time, the group has reinforced its commercial leadership. It has also improved the solidity of the balance sheet and has been able to focus on those things we do best, which is to offer the best savings banking to our customers. This has helped us to improve profitability in a significant way and to achieve the targets we had in our strategic plan. All this has been possible thanks to the very good work of more than 37,000 employees and professionals of the group. I want to thank all of them for their commitment, their effort, and also congratulate them for all we have achieved these four years. I would like to underline, especially, the job of Gonzalo Gortázar, our CEO, leading the human team of CaixaBank.

One of the items on the agenda is exactly the ratification of Mr. Gonzalo Gortázar as the director and the CEO, and also the ratification of the members of the Board of Directors of Mrs. María Amparo Moraleda, and Mrs. María Teresa Bassons, and also Mr. John S. Reed, and also the appointment of the new members of the Board of Directors, Mr. Marcelino Armenter, and Mrs. Cristina Garmendia. Thanks to all for their availability to continue being part of the Board of Directors or be now, as a first, also included the Board of Directors. I would like to start to thank Mr. Javier Ibarra, Alain Minc, Juan Rosell, and Antonio Sáinz de Vicuña, who will now serve being directors as of today.

I would like to thank them for their dedication, their support, their commitment to the entity during the years full of challenges in which they have been part of our Board of Directors. If you allow me, also in a difference to the Community of Valencia that are hosting us, the same as I did last year, I would like to continue in Valencian language. Please forgive me, I apologize before I start because my accent is not the best Valencian accent. Several moments ago, I said that what can we do about and say about our strategic plan? Allow me to explain why I can say it has been a success, because we have reinforced very significantly our leadership in Spain. That is shown in the general improvement of the different shares and commercial penetration during these years.

For example, payroll figures, more than 3.5% higher during 2014 and 2018, reaching the 26.3%, which is very important if we take into account that we were starting with a very high level in 2014. In Portugal, as you know, the acquisition of BPI, which was the best bank in 2018, according to Euromoney, meant an important step in our growth in 2017. This last year, we have acquired the resting shares in monetary hands up to the 100%. Now we have the opportunity and the challenge to start with the successful retail banking model we have in CaixaBank, also in Portugal. This success has also meant that we have a very good income, core net interest income, savings insurance, which have grown 3% the last year, the last four years of the strategic plan, up to EUR 8,700 million, EUR 8.7 billion.

Together with all the efforts of the expenses and the reduction of the cost of base has been translated in a very significant improvement of our P&L, which has been increasing until the EUR 19.8 billion. Also the tangible resources and its return, the ROTE, is a high level, so 9.3%, very important with respect to the level of the bank. Then profitability has also reinforcements of liquidity, was in December 2018, a maximum more than EUR 79 billion, and also an LCR of 200%, almost 30 percentage points versus 2014. With respect to solvency, we have finished the year of a capital ratio, CET1, common equity tier fully loaded, 11.3% in the range, which was established in our strategic plan.

As well, we have done very important steps in the reduction of assets, the NPL ratios, and all the other assets that are non-strategic for the entity in order to be able to concentrate on our core business. The NPLs, and the NPAs, which also are very important, have reduced in 60%, and has to do with the 8% of the sale of the real estate portfolio. NPL has dropped more than five percentage points with a close of this year below 5%. With respect to other assets, which are non-strategic, Repsol sale, and the share in Repsol, and also Inbursa, has just been finished. We're starting at very good basis to achieve the targets we have fixed to start with a new strategic plan until 2021-2024. We know that we must go on in making more efforts to be able to achieve them.

We must do it in an environment that will be very demanding. Of course, it is possible that the world economy will be established in the coming years in a moderate growth, going through a more mature period of the economic cycle. It should be positive for us, but there are uncertainties, and environment could make it and turn it into volatile. We are seeing in 2018 and 2019, because of trade tensions according to the U.S., Brexit, and also the monetary policy of all the bankers at both sides of the Atlantic. In this context, Spain and Portugal are growing above the Eurozone, still above the Eurozone. They are based on the internal demand because the external demand is dropping and is not as strong.

We have been receiving the benefits of the crisis, for example, the external debt unemployment and also social deficit. For the next years, we have to reduce the levels of public debt and also to go on with the reforms to be more competitive and also to fix the base to be more inclusive so that nobody is left outside. With respect to the monetary policy in the Eurozone, we have the interest rates still very low. It will be kept like that for a long period of time, in our opinion. In China, we have seen several weeks ago when the ECB delayed the first increase of interest rates until 2020. They also announced a new round of debts to be able to continue with a maximum liquidity level.

At the same time, it seems that the ECB is starting to think about this negative trend in interest rates and also deposit, which was something that started in a moment, which have already been overcome and we had a kind of deflation. This would be a good decision, a positive decision. With respect to the volume of business, we think that it will be a moderate growth in Spain and in Portugal. In combination with the environment of low rates, we are still having this pressure on the interest rates. With respect to our clients' resources, we think there is a higher need of financial planning of the population, will continue to force both long-term deposits, investment funds, and also savings insurance and some pension plans.

One of our strategic priorities is precisely to continue to reinforce our role as reference advisors for our clients and take advantage of those opportunities we have in this tendency. The environment is showing us also another challenge. Other challenges, one of those is the revolution of data and mobility. In the digital world, our clients are demanding. They require more immediacy, personalization of the service, and also low prices. If it's possible, it should be for free. Thanks to these technological innovations, you have business models which are innovative. New models, which is more intense. You have the Big Tech, you have all those new models like Fintech and so on, which are part of our value chain and put a pressure on our margins. Digital transformation also offers a great opportunity to be able to interact more with our clients.

To know each other much better, to offer a much better experience, which is a service that adapts to their requirements and their expectations. We have already proven that we know how to take advantage of the digitalization, I'm absolutely convinced that we will continue to do so. At the same time, the sector will also have to face a regulatory framework, which will be very demanding and also uncertain. With respect to the balance sheets, entities do not only have to fulfill the highest regulatory capital requirements. No, they must also issue the debt instruments that can absorb the losses, if it is possible. The prudential regulation is also added to the regulation of behavior to assure that we have only good commercial practices, but also to be more protective of the data and the privacy of our customers. Those are very important issues.

They're very important and serious issues because we share the sensitivity with them and because they are a source of competitiveness for us. We see how important it is to be as transparent as possible, as integral as possible, with a governance model which is solid and assures and guarantees the most important way of behavior in financing and in all the sectors where we are active. In an environment, which is marked by a very regulatory pressure and also diligence, there are no margins for error. Third point. We must be aware that clients and also the whole and the rest of the society are expecting for the big companies, something more beyond a normal or good product or a good service. They expect also that companies get involved in the process and progress of our society. What do I mean with that?

They expect higher social responsibility of these entities, and the pressure on banks is even stronger after the big economic crisis. It is a high target. To fulfill this target, we will be able to get back the confidence and trust of the economic sector and the banking sector. We have always believed in this. Banking in a responsible way is a sustainable source of values for shareholders as well as for clients, employees, and the whole of society. That's why the fact to have a social responsible bank is something we have in our DNA, and it is part of our mission, as I would like to explain in the following minutes.

Now with the new strategic plan, which has as motto, people come first, we have used the opportunity to talk about our mission, which is already 100 years old, which we now express more directly and simply. Our mission is to contribute to the financial profit of our customers and the progress of the entire society. This is easily said, but the repercussions are deep and have been taken on by the entire organization. With this mission in mind, we have defined what we want to build and achieve throughout the new strategic plan. Our vision, how we want to be in 2021. We see ourselves being more leaders in commercial banking in Spain and having extended our business model to Portugal. Being more innovative, more agile, and more flexible, offering the best possible service and constituting the reference entity in socially responsible banking.

In order to make this vision true, we have defined five strategic line and many action plans that stem from them. These lines are in the first place to improve the experience of our customers in all our channels. Placing technology at the service of customers. In the second place, to accelerate digital transformation of the entity. In the third place, to promote the agility and execution of projects and cooperation between teams. These are two central elements of our culture in our corporation. Fourth, we want to achieve attractive and appealing profitability for our shareholders, even if the environment continues to have very low interest rates. Our goal is to reach an ROT above 12% in 2021, increasing core income and improving the efficiency ratio and keeping the cost of risk under control. We will continue reinforcing the capital levels, anticipating to the growing demands of regulations.

Finally, the fifth strategic line is doing all the above, being also a reference in socially responsible banking. Tending to the social needs beyond pure financial intermediation. I said this last year here, I am repeating it today, something that has not changed with the new plan is our commitment with the society. This is a differentiating value that we have ever since our foundation. We are committed with the benefit of all the communities where we are present. We do this because we believe in it, and we show it day after day. We contribute for over 110 years now to financial inclusion of citizenship. We are present in 94% of the towns in Spain, municipalities in Spain, which have less than 5,000 inhabitants. We have MicroBank, the reference in Europe in microcredits.

We also promote initiatives that promote education and financial culture of the population. We have 22,000 social housing units, last year, almost 15,000 CaixaBank employees participated in different volunteering activities. We also defend environmental sustainability. We have been the first bank in IBEX 35 to fully compensate our carbon footprint, in the new strategic plan, we will foster the sustainable financing and issuing of green bonds. We actively participate in international events in this field. We have adhered to the principle of responsible banking of the UN, promoting sustainable finance, and want to integrate in the business management all these environmental and social considerations. Of course, we continue to have our link and our bonds with the Obra Social La Caixa, the social work, which nourishes part of its budget, reaches EUR 545 million this year with the dividends received by CaixaBank.

We are proud of what we do with the foundation. We are proud about Incorpora, taking care of people with advanced diseases and each and every one of the programs in the social work. We also feel proud of being able to work with the social work from our network of branches, tending to unsatisfied needs, supporting people in all regions where we are. The commitment of all the professionals in the entity with our mission and our values, quality, trust, and social commitment, which continue to be unaltered, allows us to be optimistic for the future. CaixaBank is a success story that projects into the future with ambition and very firm foundations. I would like to finish my presentation highlighting our commitment with all of you, the shareholders of CaixaBank.

At the beginning, I was saying that the execution of the strategic plan 2015-2018 has been a very good one. This has been shown in the good behavior of the share compared to other banks in a context where shares of the banking industry have not had the evolution we would have liked them to have. The total return of the CaixaBank share, which takes reinvestment of dividends into account, has been around 13 percentual points above the banks in IBEX 35 in 2015-2018, 10 points above if we take into account only 2018. If we do a comparison with the Euro area banks last year, our shares was 15 percentual points higher than the banks in Euro stocks in 2018.

On the other hand, it is true that the evolution of the share in the first quarter of this year has not been good, mostly due to the downward revision of the expectations of interest rates I mentioned before, and also surely because of the announced effort of investment and entity restructuring for the first year of the new strategic plan. I am certain that we will continue to prove our capacity to generate results in a low interest rate landscape, and that the actions that we're taking and that we will take, which have a short-term cost, will reinforce our business model and our capacity to generate value in a sustainable fashion during the years of the plan, and then in the longer term. I believe that this expectation is reflected in the recommendations of analysts. 66% recommend purchasing our shares 14 percentage points above last year.

Also the CaixaBank share is more liquid, increasingly liquid, and has more room for negotiation in the stock market in 2018. It's five times higher than 2007. A fact that is shown because of the increase of number of shares, the free float, which represents 56% of the capital in the entity. These years, we have also continued showing our commitment with dividends, and if you approve this today, from the 16th of April on, we will pay a complementary dividend in cash, EUR 0.18 gross per share, in charge of the profit of the year 2018.

Once this dividend has been paid out, the total amount of the remuneration for the shareholder corresponding to the year 2018 will be EUR 0.17 gross per share, which equals the 51% of the consolidated net profit, and it's placed aligned with the objective established in the strategic plan 2015-2018 of distributing at least 50% of the consolidated net profit. Similarly, the new strategic plan includes the objective of paying out over 50% of the profit in cash. The remuneration corresponding to the year 2019, we expect to pay out in cash between 50% and 60% of the consolidated net profit. This distribution will be done in a single annual payment after the AGM of next year. Moving on to a single payment makes us be more aligned with the practices in Europe.

Just to finish, I would like to mention the task of the shareholders' consulting committee. I would really like to thank them for the dedication, for their suggestions to, among other things, improve our attention and relationship with all of you. Ladies and gentlemen, all shareholders, thank you very much for your trust in the project represented by CaixaBank and our distinctive way of doing banking. On our behalf, just remain assured that we will continue placing all our efforts, our knowledge, and our commitment to continue contributing value and values. As our founders said, as we saw in the video at the beginning of the event, Francesc Moragas, we will do this with having work in our hands and people in our hearts. Thank you very much for your trust and your attention. People come first. We are like a family.

Speaker 17

We are a very big family, 400 people. There's children, there's adults, older people, and all types of needs. We cannot stop coming because they give us a lot. They give us much more. My daughter has been diagnosed with an autism disease, the autism spectrum, and many times we cannot cover all treatments. When you ask her about her day in the swimming pool, well, you can tell by her smile. To work on emotions means that that person can change their actions at a given point, and that's what it's all about. That's what we want, to change attitudes, behaviors. Following the guidelines, we can change a lot. The name Caliu was chosen because Caliu was the fire that seems to not be there anymore. It has been just left at the bottom.

If you have the capacity to slowly blow it up, you can shape it up once again. All the dimensions of the person, that's what we try to take care of. It's not only the physical part, it's not only symptoms. There is a very special situation in life that's with the end, when you're leaving, and it's somehow important to bear all this in mind, give as much relief as you can, and accompany up until the end. All this, thanks to La Caixa, to their soul, and that's certainly provided by the people there. People come first. We will now hear from Mr. Gortázar, our CEO, who will perform his presentation. Mr. Chairman, ladies and gentlemen in the board, and all shareholders, good morning. Thank you very much for your presence here, and specifically those coming from abroad, but also all the Valencian people who are attending here.

Gonzalo Gortázar
CEO, CaixaBank

I will be also talking in Valencian for a while. It's a pleasure to, once again, address this general shareholders meeting. Before I start my explanation, I would like to thank you, thank the city of Valencia and its people for their hospitality and their very close treatment, and friendly, and effective. In today's intervention, I wanted to focus on two aspects. In the first place, I would like to review the main landmarks of 2018 and then do some considerations for the future, what is awaiting us, and what we propose doing in the next three years. Which are the 2018 highlights? Well, in the first place, strengthening our position in the market, our leadership position, specifically our position in the digital world. Secondly, the reduction of non-performing and non-core assets. This has been very significant in 2018, non-strategic and troubled assets, and non-performing assets.

Something that is nice to say here in this AGM, having placed profitabilities at more appropriate levels and closer to the profitability that the shareholders of CaixaBank should expect after these many years of work. Starting with this highlight, the reinforcement of our competitive position. For many years now, we have managed to maintain and reinforce leadership in the market in terms of penetration and customers, how many customers in Spain work with us, and how many do it, considering us our first entity. As you can see on the slide, the reality is that both general penetration of customers and those who work through digital channels continues to grow, and in a differentiating manner compared to our main peers, who benefit from corporate operations, but they're still standing far away from us in this position.

Going into more detail on key products and this evolution, where the year 2018 has sort of been the end of a four-year plan. We can see market shares that are truly relevant, very high, particularly in payroll orders, 26.8%, and also long-term savings, which is the one that adds the most value to our customers with these shares in pensions, in life savings insurance, and sometimes above 25%. Also in the rest of the business, with very important figures above 15%, and also a sustained growth throughout the years. Be in no doubt that this is key. This is the key for any organization's success. Having more customers with more income, more satisfied, so that they can achieve more market share. I am very lucky to lead a magnificent team who achieves great successes year-on-year on this aspect.

A proof of this is that we not only have this leadership in banking, but we've also extended it beyond that to general financial activity, and we maintain that first position as first company in life insurance, as manager of mutual funds and pension funds, as first health insurer, as first company in cards and payment methods, which excellently complements this successful business model. All these market shares and the progress with our customers have resulted in very significant increments or increases last year in a low growth environment. In terms of customer resources, 2.6% improvements. As you can see, a very clear focus on the mid-to-long-term savings. If we add mutual funds and pension plans and savings, we have a market share of 21.8% in Spain, which has increased 0.5%. It was in 21.3% last year.

A very highlighted position of a clear leadership that continues to be reinforced. This is logically done through our staff. We have our staff, which in this regard, has a very significant specialization, 14,000 employees, CaixaBank, certified in financial counseling. This allows us to provide our customers with a differential added value. This is what they're looking for, and this is what will allow us to be different to our competitors. If we now move on to the assets, the year 2018 has been a very significant year in terms of activity. A growth of 1.8% of the healthy portfolio. It seems to be low, but you know that Spain continues to reduce their loan exposure. The financial sector continues to deleverage. As you can see, last year, the financial sector dropped in 1.1%.

We have grown that 1.1% of our healthy portfolio, which makes us feel very satisfied because we have grown cautiously in the concession of risk and in the setting of prices and figures, logically. We can see the loan-to-business lending and consumption lending, which are the best areas right now, and where we're doing truly remarkable work. The mortgages have also gone up with an increase of 9% of the new production of mortgages, but the mortgage balances are still being reduced as a consequence that amortization of mortgage exposures continue to be higher than the new concession of loans. In Portugal, we completed in 2018 the first full year of being in control of BPI, and we also included our stake. We now have 100%.

We are really satisfied of the evolution of BPI, which has a very relevant commercial strength despite the change of control, which can always mislead a bit. It has really achieved very good results. Consumption lending rose 4.8%, 10% business lending, and also market shares increased. It has managed to identify EUR 125 million in synergies, which exceed what we had projected to achieve with BPI when we started the purchase operation over two years ago. Once again, BPI receives, as CaixaBank, once again, as you've seen on the previous slides, an external recognition, in this case, not only best digital bank, but also best bank in Portugal in 2018. Awards shared with CaixaBank, best bank in Western Europe recently. A certain degree of external recognition, which is always motivating for teams.

Secondly, the reduction of non-performing and non-core assets. As I was saying, 2018 has been a positive year in this sense. In non-performing, we have reduced over EUR 3 billion, as you can see. In NPLs, the NPL ratio is now on 4.7%. We were coming from 6%, so a significant advance here. We have best ratios than in the sector as we've had in the past, but we continue to be different here to have a better credit quality. In 2018, we have also completed important real estate operation of a foreclosed assets portfolio of around EUR 5 billion to Lone Star. This has allowed us to accelerate this cleanup of balance very significantly. We only have EUR 740 million of assets, foreclosed assets available for sale in a context of a balance that comes close to EUR 400 billion.

In this sense, we have managed to end a problem that has been a significant one for the entire Spanish banking sector, coming from the strong real estate crisis that we experienced. In 2018, we took some decisions to reduce our exposure to non-core assets with the goal of reinforcing the quality of our income statement and reinforce the focus that we have on our banking activity, insurance, financial, and recurrent activity in Spain and Portugal. That's why we made the decision of the divestiture in Repsol and the reclassification of our stake that we have through BPI in Portugal, in Banco de Fomento de Angola. These are decisions that in the short term had led to a lower result in 2018, but in no doubt, it will make us a more firm bank with more quality income statements in the future.

We have also maintained a balance sheet, highlighted by the liquidity ratio and solvency. The liquidity coverage ratio has a regulatory minimum of 100%, so the average of the last 12 months for us has been almost double, 196%. The solvency levels, well, the chairman already mentioned them. They're good and give us a very significant margin on the capital requirements requested by the ECB, which are some of the lowest in banking in Europe, recognizing a differential risk profile lower than other stakeholders in the European banking sector. We have not only seen this situation, but also the rating agencies have awarded us throughout 2018, and each one of them have improved their qualifications for 2018, recognizing two things. On the one hand, the improvement of the risk profile, and the improvement of the profitability I want to now talk about in the third place.

Going through the P&L account in greater detail, we start with our income items. As you can see, this has two big categories, basic income, core income that we have, and also some other results, other income, which are truly positive in 2018. Basic revenues have increased by 4.2%. As you can see, interest margins and fees both go up to 3.4%. These are significant increases given stagnant situation of the financial activity, and the insurance business contributes notably to this. The other income has increased even more. They contribute to the P&L account. They have greater volatility, so we don't include as core income or revenue, but logically, they also add up, and in 2018, they have been particularly good in comparison with the year 2017. Following the P&L account, the gross margin, the results increase by 6.6%, the recurrent expenses only increased by 3.7%.

The operating margin reaches pre-impairment income, 12.7%, which is a good figure. The core efficiency and the comparison between our basic core recurrent income and our expenses is at 56.4%, with an improvement of 3.6 percentage points, which was at 60% three years ago. Finally, the lowest part of the P&L account, we're always seeing provisions and other expenses. They dropped by 15.8%, we need to say that provisions, because of loan exposure, are at very low levels. As you can see, 0.04%.

We have had some good news in terms of recovery during the year 2018, we have included here the negative impact of some decisions which are important to improve the quality and to improve the future of the P&L account, such as the consequences of the sale of the real estate portfolio, the divestiture in Repsol, and the reclassification of our stake in the Anglo-Irish Bank BFA, which has had a fantastic year in terms of results. This improvement of profitability led us to this, EUR 9.8 billion as a result of the year, EUR 1.9 billion, almost EUR 2 billion. This means profitability on our tangible equity and treasury shares that we need to pay out of 9.3%. This is a figure we feel is satisfactory because it reaches the levels that we had set, that range between nine and 11.

In the context of the strategic plan, we also need to be aware that this is a figure that we still want to continue improving. The conditions of the market are not easy, we need to place our focus and be disciplined and invest all our efforts and our staff's efforts day after day in order to maintain and improve this objective in terms of profitability. Which, by the way, these EUR 2 billion, given the size of our balance sheet, which allows us to compete, is generate a proper profitability. The most relevant figure is not absolute profitability, rather the relative one to having this compared to the 9.3% and our own equity, which stands within reasonable levels. This is my presentation, the three highlights of 2018, reinforcing the leadership in the market, significant reduction of non-performing and non-core assets and achieving adequate profitability.

I would now like to briefly talk about what we expect for the next three years, specifically what we want to do in the next three years.

The first thing is to be realistic and to be also aware of the fact that we have important challenges in front of us in the financial sector. We are not the only sector with important challenges. The whole economy is now in a profound changing environment, of course, due to technological changes. Today, we must be the ones to take into account what happens in the financial sector. What is happening? First of all, a change of behavior of the clients. Clients are looking more and more for transactions through channels that go automatic, like the digital channels. The transactions have been shifted from an physical office to the automatic channels, digital channels, which is the 57% of our clients. Those are active in the digital channels.

Offices are now doing tasks of added value, less transactions that can be replaced by remote channel actions, and now we can give added value. I was talking about 14,000 employees, and that's the best example of what we are doing. We are guaranteeing that we have specialized people, that they can differentiate the service with a real added value service. That means investment in training and people, and also to adapt our distribution network. I would like to talk about that also. On the other hand, this is a substantial change of the behavior of the clients.

Beyond that, which is also something that is happening in time, because at the same moment, you have clients that are looking for digital channels, but then you have also other clients that have these digital channels but like to visit our offices, our branch office, because they like to receive these added value services. Also other part of the clients who do not contact the channels and they come to our offices. 4 million clients are actively visiting our branch offices. We have to take into account all the groups of clients. We have to cover all the services for all kinds of clients, and that's a very important challenge.

This challenge is something we are facing in a complex world, with low interest rates in the last 4 years has turned our business of liability capture more difficult because we have negative interest rates, and the first direct consequence of that is that the profitability is also negative on the volumes we can capture. It's very competitive environment, which is also the consequence of an overload of liquidity, more offer than demand. We have seen a 1% drop in the credit exposure. We have seen it just now. A lot of liquidity means that the ECB to solve an economic problem with good criteria, a long time ago, already started with very attractive conditions for banks.

That means, of course, that you have a secondary effect, which means that you have differentials of credits, which are very competitive, very good for the customers, for our clients, but it's a challenge for us to be able to increase our profitability of Grupo CaixaBank. Cost of risk, as I have just said, has dropped to levels which have the tendency to go towards zero. We cannot expect aid in that sense, and we want to continue a cost of risk through the provisions. We still are very low during a long period of time if we don't change economic conditions, but it's difficult to think that we are going to receive help or support for that. The need to invest in the change of behavior of clients, we have very close margins. We have low interest rates and negative rates in profit.

That means and configures an environment we have to challenge, we have to face. We are not afraid, of course not, but we have to work on it and continue to work on it all the hours of the day to be able to overcome those challenges. The same as we have done always in the past. We have always overcome very, very complex challenges. In this environment, we have started this strategic plan for three years with five strategic lines, five lines, which have been mentioned by the chairman just now. I would like to go over them very fast. First, the experience of our customer. Our business starts and finishes with our customers. If they are satisfied, then business is possible. If they are not satisfied, it won't be possible. That must be core in our thoughts. In CaixaBank, we know it. Customer is always key.

It is core for us. It's key for our success. We have to remember it always. If we forget, of course our business manager reminds of us immediately. Everything is inspired in our customers. With respect to the change of behavior of the clients, what are we doing? First of all, our network must be changed. We have optimized it, we have updated it, first of all, to have a more potent urban offices, which are the store offices there where it is possible. Of course, we are also going to bet on the traditional branch office. We have a lot of them in our cities. We want to bet on bigger offices with a more technological vision and focus, where we can have higher specialization of our employees to be able to give satisfaction and service to our customers.

We are at around 300 stores at the end of 2018. We are in a process now where we want to more than double this amount of this kind and types of offices. It has been seen as a success. The advanced and expanded opening times until the end of the afternoon. Customers are satisfied. It means also that you have more adaptation, not also of the clients, but also of our employees. We want to solve this process as best as possible. It's very important. There's more than EUR 200 million are going to be invested here to reinforce our urban network. At the same time, we want also to reinforce our rural network in more than 100,000 we have there. It is a network of 1,000 rural branches.

Of course, it is a network due to this loss of transactions, we have to guarantee the future of this network, that they have enough flexibility also in this part of the rural branches that they're not only profitable in 2019, but also sustainability beyond that year. We have it in our plan. We have this commitment of the financial inclusion to be aware and to be present in all the villages and cities of Spain. In many of these villages and cities, we are the only bank there present. We are also managing more flexibility, and we are negotiating with our union leaders to have more flexibility for the coming years. At the same time, we are also encouraging the digital channels. I've said before, 57% of our clients are using the digital channels of 6 million clients.

We think at the end of 2021, it will be the 70% of our clients. That is the way to go. That is the track we have been going the last years, several years already. There is nothing that is telling us that it's not going the same direction. We have different initiatives, detailed initiatives. I don't want to go into details at this moment. We are also betting on an in-touch model, which is the remote personal advisor that is based on the technological channels. It has been accepted and acknowledged very positively by our clients, and I'm sure it's going to grow very profoundly in the coming years. You can see we are talking about persons, specialized employees are giving a service to other persons. You can do it physically through our branch offices and also remote through the digital channels.

All this means that you need less persons, but more technological specialized ones. We have the technological revolution. We are now just closing the 100% of our processes of the strategic plan of the 2018. Everything digitalized. All our employees have already the capacity to be able to work digitally. Their operations are on smart PC or tablets, and we'll continue on this track. This technological transformation must empower us as an entity to guarantee that all the changes of the customers that make us go faster can only be done if we have the basic innovations on the technological level. That is a very important role of the artificial intelligence. We have been already studying it, we have been updating it, and we will continue to do that in the next strategic plan of the three years of the period we have in front of us.

That's why we can achieve the successes in the past, and have all the trust and all the reliability on the employees we have. That's why we are investing in the trainings. That's why we are helping them, giving new opportunities to the employees. In the last years, we have created 6,300 new definitions of positions of jobs in our entity. In the coming three years, we are going to create almost another 3,000. What do I mean with the new definitions of jobs? Well, in the past, it was more the support to a transaction. This is being reduced a lot, as I've just said, and this is giving positions for specialists. Specialists, here we are talking of private banking advisors, premium banking advisors, business advisors, in touch model advisors, and so on. All specialists.

This is a redefinition of the positions we have in the entity in banking activities. Training our employees and also recruiting people from outside the company with new talents to cover these new positions. We also have to do it in a cross-sectional way. We must be agile, we must be flexible, taking into account and using the technological development. In this way, we have to keep up the pace. We have started with initiatives, very important ones of diversity, protection, gender equality, not only with the program, which is very important, Wengage, where we are really committed with the development of women in CaixaBank and in the whole of the society. At the end of the year, we are already at 40% as the percentage of managing level female employees. We will continue with that. It has been very successful.

Of course, we will do it also externally, as the chairman has said, with all kind of entities. We have also a mission, and we have an impact beyond our entity on society and want to continue with that. Well, profitability is a very important figure, of course. Here in our shareholders meeting, we have a target. We want to go beyond the 9% we had last year. We want to achieve 12% in the coming year, which is a challenge, which is complicated. We want to face it also with a solvency position, which will continue to be in very high levels, 12%, and also to build a 1% of an additional buffer that will help us to compensate the regulatory requirements which have been announced and must be applied. That will mean a very important effort for this commercial success we have had so far.

This basic course we have must continue the same way, despite the fact that the interest rates will continue to be negative for a long time, and volumes will grow. If we think about credits will be negative, and in resources and equity, they are moderately positive, but they grow, in the end, only a little bit. That means that we must make the effort to continue with our income, to increase our income, and that means that we have to make an effort for very strict solvency levels. These were the important two things. Income must increase with a high efficiency in cost management. We can be the best on the market, but if you don't have cost efficiency management, and you cannot keep up with those service levels. We have to go both tracks. We will go on with the NPAs.

We want to go on with having credit solvency and also in capital and liquidity. Finally, our last leverage, as has been explained in detail, our Chairman, our social responsible banking with five important areas of action. I don't want to go into details because I am repeating what has been said, but it gives us a feeling that we have a different mission. Part of that mission that has been explained by the Chairman, not only to contribute to the financial well-being of our clients, but also the progress and well-being of society, because we are in a position to be able to do it.

This nuclear, this core situation and position we have in economy, in a circular economy, and this vocation we have also since the past already to be a bank with a social target, thanks to the vision of Francesc Moragas, our founder. We must remember something else, because our social function and our profitability can go hand in hand, because now we are, today, we are showing the figures of 2018, which in my opinion, are good. That is good news for our shareholders and for the employees of CaixaBank, but also good news for society.

It's good news not only because it allows us to keep our activities, that means we can go on granting credit, helping with savings of our clients, but also because this EUR 2 billion as a figure, a big part is part of the foundation, La Caixa, EUR 800 million that are reinvested and impact society through our Obra Social, our social work, which is unique in the world and helps us and allows us to combine this profitability with a social bonus we can offer society. Of course, we offer it also to our more than 600,000 shareholders, private shareholders, some of them present here in the room, and also the investors, institutional investors. You are the owners of this entity. I finish with my last words.

We are going to invest in our core business, being closer to the clients, with proximity, to increase the profitability that will allow us. To take this profitability and turn our entity in a really sustainable entity, we have to look forward and not backwards. What are the challenges in front of us? What do we have to face, and what kind of decisions do we have to make to be successful in the future? Thank you very much, dear shareholders, ladies and gentlemen. Thank you very much, Mr. Gortázar, for your presentation. According to the recommendations, third recommendations of good governance of listed companies approved by the CNMV, it is now the moment to talk about the most relevant aspects of CaixaBank since the last shareholders meeting.

In this sense, I would like to underline the motions that now are submitted to the shareholders meetings for the resolution, which have the aim to reduce the amount of directors of the board of directors by two persons. That means the total of 18 directors of the board of directors will be now 16. 16 directors. On the other hand, we have the reelections of two independent directors and the appointment of two new directors. One of them is a lady, an independent lady director.

These appointments and reelections of members of the board of directors, together with the reduction of the amount of directors, allows us to get closer to the best practices of good governance, keeping the adequate proportion of independent directors, and a huge amount of diversity and knowledge, also specifically with respect to the gender diversity, the percentage of ladies, female, which is 37.5%, going beyond the 30%, which is the level foreseen for 2020. On the other hand, we have news, that is part of the agenda. A separated item for its approval is this, also the approval of the consolidated non-financial information statement for the year-ending and social statement, also diversity, respect of human rights, and fighting against the anti-bribery and so on.

Óscar Calderón
General Secretary and Secretary to the Board of Directors, CaixaBank

With all this, with the aim to contribute to be able to interpret correct supplements and implement development of the resolutions at that general meeting. I would like to inform you also about our revisions of policies, corporate policies, for example, corporate governance, the definition of the group structure, dividends policy, and so on. We have defined the governance policy, the internal rules of the company, and we underline September 2018, where we approved the new selection, diversity, and assessment policy of the directors, part of the board of directors, top managers, and other functions, key functions on CaixaBank and its group.

That means that we want to fulfill this idea of perfect fulfillment of the rules of the management, taking into account gender issues, also knowledge, experience, specialization, profession, age, geographic origin, so that we can guarantee that the decisions are taken independently, autonomically, and always in benefit of the entity. With respect to the recommendations of good governance and also with taking into account the third clause of the rules of good governance, the secretary will take the floor and talk about a new code of good governance by CaixaBank. This is the annual report of 2018 as a relevant fact, also mentioned to the CNMV in February 2019, and the recommendations of good governance are included. They are fulfilled in 100%, 85%, two recommendations are not fulfilled, and one recommendation is not applicable to the company.

We have increased the fulfillment, the compliance of the rules with respect to the previous financial year, 80% has been fulfilled, the 100% of recommendations have been fulfilled. They have not fulfilled 2018, the recommendation 13 and 62. With respect to recommendation 13, at the end of the financial year 2018, the amount of directors was fixed on 18, the amount of the director's board of directors, five committees, also the shareholders' agreement of the fusion with Banca Cívica, which implies at this moment the assignation of one additional director. As the chair has mentioned, one of the proposals that was submitted to the shareholders' meeting is the reduction from 18 to 16, the directors of the board of directors. We're getting closer to the amount that is recommended by the CNMV.

Recommendation 62, the shares that are part of the liberty of the annual bonus, which are subject to a specific recommendation agreement of five years, have two months as a free period, after this period, it is not necessary to keep it.

With the professional and business targets, through the malice clauses and clawback clauses, and remuneration structure, the remuneration in shares for the directors corresponds with the half of the variable remunerations, which is compliant with the potential regulations of not taking risk and also in line with the targets and the sustainable evolution of the entity. With respect to the recommendations that have been fulfilled partially, with respect to recommendation five, shareholders meeting in 2016 approved the empowerment for the board of directors to be able to approve the variable remuneration and the tools for it, with the exclusion of the substitution of preferred rights, that the board of directors can approve the authorization for 50% of the capital and not the 20% of the capital. With that, we can perceive the maximum flexibility with the available tools for the integration of regulatory capital.

Secondly, with respect to recommendation 10, it's partially complied, taking into account the board of directors with a different voting system based on the agreements which has been proposed by the board of directors and shareholders meetings. That means that we take into account the voting, the amount of people that are voting, the way of protesting during the meeting if they're contradictory with the recommendations, guaranteed transparency in the count of the voting and the adequate counting. On the other side, there's also the recommendation 27 has been partially complied, this is good practices, best practices of the company with or without specific instructions according to the opinion of the director. It facilitates also the fact that you can take into account the result of the debate of the board of directors. Different other aspects of the companies of the group.

The bank was listed. BPI stopped being listed in 2018. There is an internal agreement between CaixaBank and BPI. The board of directors of CaixaBank will continue, as the last years, to encourage the different policies. We will inform the shareholders in due time. Complying the requirements of different requirements as Clause 115 of the Act of Supervisory Authorities of the Bank of Spain, EUR 350,000 as a section according to the act, according to the restriction of mortgage guarantee products. Also EUR 3,600,000 also due to the act, due to discipline violations of the transparency in mortgage granting. CNMV has also sanctioned the entity due to the refunding acts with EUR 750,000 because the infraction of the 24 act with respect to the client service, SM, with respect to the incentive plan by third parties, institutions, and so on.

Thank you very much, Mr. Calderón, for your statement. I give the floor to the secretary again. How many people we have? The quorum attendance, 1,554. We have 2,725 shares, which is 45% of the share capital, represented to 1,999 shareholders, which is EUR 2.5 million, which is 20% of the share capital. 9,500, which are holders of EUR 3.9 million, which is 32% of the share capital. We ratify the attendance. I give the floor to the notary. Taking into account the requirements, I ask you again if you have objections to the attendance, the share capital present, if there are objections against the valid constitution of the shareholder meeting. That's not the case. You can take the floor now.

If you wanted to be on the record, you have to state so. You have to give a written document, give it to one of the ladies or gentlemen in the room so that they can check it when you take the floor, so it can be included in the record. I give the floor to the secretary. As the secretary has just mentioned, we open the floor for the persons who have asked for the possibility to take the floor. You have the microphone here in the middle of the room. If you have not asked for the floor, you can do so going to the table at the end of the room, where you can see a card that indicates that you can get registered.

According to the rules of the shareholders meeting, the time for each of the shareholders to take the floor will be 5 minutes. I would also like to say that if you do not have the information that the shareholders would maybe request, according to the rules of the shareholders meeting and also the clauses of CNMV, you have 7 days after the finishing of the meeting to request it. We open the floor for the questions of the shareholders. Remember, it's 5 minutes you have available. What we are going to do is to ask the persons to present themselves, introduce themselves. The second person will be asked to get close already to the second microphone so that we have the possibility to not losing time. Josep de Marfa, you are the first one. You can use the microphone on my right.

Mr. Damián García Bartolomé, please get close to the second microphone so that we can continue immediately. You've got the floor.

Josep de Marfa
Shareholder, CaixaBank

Good morning. [Foreign language]. Josep de Marfa. 50,000 shares. First point I would like to mention, I'm economist, but also pharmacist, and I would like to say so and remind you of it. In a pharmacy, in a neighborhood, in a village, we have a social observatory. In my years as member of the consultative board, it was very useful. Many people during this transformation period of branch office into stores, mostly old people, elderly, but not only the elderly, have difficulties and they complain. My proposal is as follows.

During this transformation, I would assign, during three months, a person to help, to advise, to support persons who are not used to work with computers or with ATMs, which are getting closer to looking more like PCs at home. People who can give the support, and not only three months maybe. Because close to my pharmacy, the three months go very fast, and many people come to the pharmacy and they complain that they don't know how to do it, and the very kind lady who was helping them is not there anymore. I think it should be longer than three months, this period, to help people. Point two. Legally, it's possible, and I would say not only possible, it would be also a very good idea that the shareholders' meetings could be in different places than where the company has its registered office.

It's just something that can be decided by the board of directors, approved by the shareholders meeting. This happens at different companies. Companies with the headquarters in Madrid, they hold their meetings in Barcelona and also vice versa. That is proposal number two. I propose that we can hold the shareholders meetings without leaving Valencia. We can go back, for example, to Barcelona, not always holding there the meetings, sometimes maybe in a normal, usual, and legal way. That alternatively, in Valencia or, and why not, maybe sometimes in Madrid or in Bilbao, we could held other meetings. It's bad to see such a low quorum of such an important entity of the Spanish banking, the most important Spanish bank we have, that it's very bad situation. If my proposal is approved, then we would have attendances five times bigger.

If here we take away the consultative board, the special guests, the journalists, and so on, it will only be four or five, just a handful. That's my second proposal to be able to solve this. In Barcelona, we would have much more people attending, but also, if you go to Madrid or Bilbao, it would be a novelty, and people would be delighted to attend. Sabadell has solved it partially, but with a trick, and more or less they fill the room with their managers, branch office managers, but that's a trick. You shouldn't do that. Point three, it's very important, it's also very nice, the involvement CaixaBank has with the foundation La Caixa. Since so many years, even increasing and getting more and more involved. Several aspects, in my opinion, could be improved. It's difficult because we are doing a really good job.

To have a financial entity and maybe link it with a GNO is very important, and it is also very good. It is unique in the world. It is like the Sagrada Familia Church. It is like the Castellers, the human towers. People think that it is Catalan, but it is not anymore. It was Valencian. They come from Valencia. That is the tradition. It was a Valencian tradition. What can we solve? The involvement of shareholders. We have almost achieved the involvement of the employees of CaixaBank in the foundation as volunteers, and also more and more, we are seeing clients of CaixaBank are involved and getting involved in the foundation, working as volunteers. That is beautiful. I see it. I live it. I think that only the shareholders are missing in this situation.

That was a proposal of Mr. Fainé during many years have been part and member of the consultative board, and it has not been possible. We have to achieve that shareholders get involved in the foundation and work as volunteers. That is all. Thank you very much for your attention.

Thank you very much, Mr. Marfa. Now we will be hearing from Mr. Damián García Bartolomé, and I would ask Rafael Roig Garcia to get closer to the other stand. Mr. Damián García, you have the floor.

Damián García Bartolomé
Shareholder, CaixaBank

Well, my intervention is on the possibility of equity stakes in shares, thinking about their amortizations. Other entities are already doing this. Two weeks ago, in the same place, Bankia approved the first amortization of own funds. Liberbank, a second example, also is taking this to their next AGM. According to them, and among other things, this is done because there is a great differential between the value and the price of these shares, and because we are already reaching the cap of the equity or fully loaded requirements that are being imposed or that we should have.

In this sense, I would like to ask if here we can start thinking about something similar to this. I think it would be very beneficial, both for the entity and for the shareholders, I insist.

The way others are doing or starting to do, I also know there are other entities who are thinking about it, and will probably propose it next year, the acquisition of equity or own funds for their amortization. Thank you very much. That is all.

Thank you very much, Mr. Damián García. Now we will hear from Rafael Roig, and I would ask Eduard Mestres to please get closer to the left stand, because he will be next.

Rafael Roig Garcia
Shareholder, CaixaBank

Good morning, Mr. Chairman, ladies and gentlemen, and the board of directors and all shareholders.

In the first place, I would like to reclaim that the only ideal place to celebrate the AGM is where the registered office is. In Valencia, it would not be right to ignore that right every entity has celebrating the AGM in the place where they have their own registered office. In any case, this also depends on the fluctuations of the normality in some situations. I remember, I was told by some university colleagues in Barcelona that recently they tried to celebrate a tribute event to Mr. Miguel de Cervantes in the University of Barcelona. This was prevented because they considered that the organizers of the event were anti-democrats. I don't know whether these attitudes would be compatible in the University of La Sorbonne.

They did a tribute to Balzac or Molière. 300 people came along shouting, "No fascists." That would be my first information. The second comment I wanted to make, based on Mr. Gortázar's presentation, is that specifically there's 4 million customers who still are following the traditional methods of onboarding with the banking activity. I was also a Caixa customer, but I was essentially a customer of Banco de Valencia. Banco de Valencia, in the main registered office on the first floor, they, on some days of the week, holidays, local and regional holidays, even national holidays, they had their doors open so that customers could have the opportunity of performing purchase and sale activities. There's not many days. Locally, it was on the 22nd of January, San Vicente, Saint Vicente.

Locally, we'd be talking about Saint Vicente Ferrer, always on the Monday following this, Easter Monday, 19th of March, 9th of October, and the six state holidays, 6th of January, 15th of August, 12th of October, the national Spanish holiday, 1st of November, All Saints, and 6th and 8th of December, which is the Constitution holiday and the Immaculate Virgin holiday. This year, the 6th of January was a Sunday. Now, the 12th of October will be a Saturday. The 8th of December will be a Sunday, too. Relatively speaking, we're talking about seven days that could represent a greater onboarding of customers with the company, especially in the registered office. I don't think that Banco de Valencia is more than La Caixa. It hardly exists. But that bank has the contractual bond during those dates. Why stop doing this?

You can talk about the digital revolution and internet, but I think it would be very advisable to maintain those dates that were traditionally linked to contracts and did it. I wanted to talk to Mr. Gortázar now to ask him a question. In the brilliant presentation that you've done on the documentary of a social work of La Caixa, however, I have observed a notable absence. There is in Valencia an institution, an NGO, over 100 years old, 106, which is Casa Caridad. Casa Caridad every day gives over 400 portions of food to people without resources and who do not have any economic possibility. They don't ask for any type of religion or color of skin. However, you, unfortunately, I haven't seen that there is this personal support to the entity as in Casa Caridad.

I would like to point out very favorably that you have tried to reinstate an old cultural debt that you had with the city of Valencia, the absence of CaixaForum in Valencia. Many years ago, approximately 15-20 years ago, in the first floor of the current Urbana in the city hall square, there was the opportunity to do fixed expositions. I know that CaixaBank has done temporary exhibitions, such as the one in Marqués del Turia and Gran Vía. Given that you're going to use the Ágora, there's fantastic exhibitions going on and done by the foundation, the one on Velázquez and the international world in Barcelona, I was able to visit, and also the Toulouse-Lautrec, and Spirit of Montmartre, which I also visited, or the ones in Madrid.

This last one in Barcelona was done in cooperation with the Prado Museum, using the last centenary anniversary and also in collaboration with the British Museum, or also the exhibition in Palma de Mallorca with the Catalan King, Joan de la Camarasa, and the one in Sevilla with the exhibition of the atomic blow. I think it would be a very good thing for the city of Valencia, which was created thousands of years ago. It's even older. In the year 126 Before Christ, it is what's called the Athens of Spain and nothing more. Thank you very much.

Thank you very much, Mr. Roig. We will now hear from Eduard Mestres, and I would ask María Amparo Sanmartín to please get closer to the other stand.

I would tell all attendees here to come here for many years.

Eduard Mestres
Shareholder, CaixaBank

I'm Eduard Mestres, a son of Vilanova i la Geltrú. I'm a Catalan, and I'm here in Valencia, fantastically well and very well attended to. I have been a customer of La Caixa for 72 years. I have been a customer of La Caixa. I was the first here in Valencia. I was the one actually crossing those doors. For me, La Caixa is very important and is one of the pillars of our Catalonia. Currently, La Caixa has had to deviate for not very nice reasons and be in Valencia. We're here in Valencia, and I can say something. During this last year, ever since the last AGM, the relationship of employees with customers has improved a lot, and also top management of the company with the staff. I see them more motivated and more willing to collaborate.

I also have to say that I haven't liked at all to cross the big door today and see all that people there protesting. I have never seen, ever in Barcelona or anywhere, so many people protesting. Ladies and gentlemen, this means something. Take a good look. You need to support more the workers and the trade unions. Now, we want to have a layoff process. Well, you have meetings, and you have been thinking a lot about this. You think the layoff process, you think it's all very easy because all employees in La Caixa, from the top one to the bottom one, should make as a maximum what the president of the government makes. Without that, we wouldn't need any layoff procedures. They wouldn't be necessary.

We have to open up to the public, and we need to be more Valencian, because here the employees coming from the Banc de Valencia have been less successful than those coming from La Caixa, and we need more Valencians in our executive positions. We need to think about the wages. It is a shame for all of you in the board of directors, EUR 40.5 million per year. Who are you? What have you done? You are just normal people. No one can make more than the President of the Government. The CEO, can you please explain EUR 3.5 million? EUR 3.5 million what for? What do you do? What do you do to get EUR 3.5 million? With another condition, shares started at EUR 125, and now they are at less than EUR 3. We have lost 47%. The value of the shareholders has been lost by 47%, and also the value of La Caixa, 47%.

I would not even give you, not the first one. Let us continue. Banc de Valencia. Banc de Valencia, EUR 4.1 billion to the government, and you only gave EUR 1. Let us see what you do with the shareholders of the Banc de Valencia and this magnificent headquarters that you have now for you, which is one of the most important and relevant buildings in Valencia. You now say this headquarters. You should say this was given to the small shareholders of the Banc de Valencia. They were just given away. Let us continue. No. CaixaForum. You know CaixaForum. I am always asking for CaixaForum in all AGMs. You now boast that you have their social work because you have been doing it for many years, and you extended and extended EUR 17 million. You have not spent anything. You were given a building which is heritage of all Valencians, all of us.

It does not belong to you. What did you give? EUR 17 million. Here in Valencia, La Caixa has invested more with Valencians, and Valencians need to be a bigger part of La Caixa, because in 2013, you had the year without losses thanks to the EUR 4.1 billion of Banc de Valencia. I have to say goodbye because I would stay here all day long.

I would tell you many things, and if you want, one day, I can come to Barcelona to your offices and explain what a bank is and what is Banc de Valencia and what is Valencia. Just want to say goodbye with my cry. [Foreign language] Visca La Caixa, Visca Valencia, and Visca Catalunya.

Thank you very much, Mr. Mestres. Now, we will hear from María Amparo Sanmartín, and could we also have Ruth Bolaños prepared in the left stand?

María Amparo Sanmartín
Shareholder, CaixaBank

Good morning. I am María Amparo Sanmartín. This is the first year I can attend an AGM, a meeting of the general shareholders meeting, and the questions I have always wondered and asked myself when I have been to the bank have been simple things. Why the Royal Princess Cristina is in the payroll here in the bank? It is quite shocking because of the circumstances.

All the people who are in the bank are affected by this, and currently, there is an employment regulation, and that actually saddens me, and if we bear in mind that the Royal Princess Cristina is also included in this employment regulation. I always feel well attended to when I go to the entity, to my branch in my area, because of the humanity and the close treatment and professionalism of everyone working in the entity. Thank you very much, and this is my intervention. Thank you very much.

Thank you, Ms. María Amparo Sanmartín. We will now hear from Ms. Ruth Bolaños, and I will ask Mr. Pedro Manuel Villafañe to get closer to the other stand.

Ruth Bolaños Barranderas
Shareholder, CaixaBank

Good morning. Firstly, I want my intervention to be in a minute. I will deliver a copy. I am Ruth Bolaños Barranderas. I work in CaixaBank, and I am talking to this AGM representing a group of shareholders, workers in the entity, families, and customers who have delegated intervention in me and also their voting for the trade union of Comisiones Obreras, and I thank for their trust. CaixaBank closed 2018 with net profit of EUR 1.985 billion. These results have not come on their own. They are the sum of the effort, dedication, and personal waivers of all the staff. EUR 1.985 billion of net profit.

I repeat, EUR 1.985 billion, which should have been subject of celebration and reward for the entire workforce. The reality today is truly different. There can be no celebration when we are threatened with forceful employment measures with 2,157 dismissals. There can be no celebration when we are talking about forceful mobility in exchange for dismissals. There can be no celebration when the conditions of the workforce are going to be worsened, who precisely have achieved those results. No celebration, no reward, at least for 99%, because for some, for a few, there is reason for celebration and reward. This AGM wants to approve that the maximum top executive of CaixaBank gets up to 200 times more than an intern, 40 times more than the average salary or wage in CaixaBank.

Who raised the salary 10% in 2018 because 20% of the items devoted to bonuses is granted to less than 1% of the workforce. We are told that people are coming first. Do you really believe that this is credible at all? I am going to tell you something. You are doing it really well, if what you really intend is to end up with this proud feeling of belonging to CaixaBank. If people truly come first, please prove it and withdraw all these forceful measures. No dismissals, no forceful mobility. Human resources argue that all these measures and actions are necessary because of the strategic plan. This is not so. The strategic plan can become materialized in many different ways, and you have chosen the hardest for the workforce. Comisiones Obreras, the workforce, and Comisiones Obreras as a representative, is hurt, disappointed, and angry.

We want to ask something from you today. We want you to reflect and stand in the shoes of the 30,000 people who daily make up CaixaBank. We are sure that you can do it much better. For this reason, in the first place, withdraw all the forceful measures, and let us build that CaixaBank where people truly come first. Secondly, make your proposals more humane so that other work needs can be covered, such as the equality plan and schedule control improvements in loans and training, regulation of professional careers and training. We have always been capable of finding solutions. This capability has precisely been the one that has put CaixaBank in the first position, in the leading position. I am sure there is another way. We need to start working as of now.

We will vote no to item seven, motion seven, eight, 10, and 12, and we will abstain in motions two, three, and nine. Thank you very much.

Bolaños.

Thank you, Ms. Bolaños. Now we'll hear from Pedro Manuel Villafañe and Mr. Francesc Sabaté Margalef. Please get closer to the left stand. Mr. Villafañe, you have the floor.

Pedro Manuel Villafañe
President, SECB

Mr. Chairman and members of the board, shareholders, good morning. My name is Pedro Villafañe. I'm President of the Employee Trade Union in CaixaBank, and I'm representing the Trade Union Platform CaixaBank. Given the redundancy scheme that we are experiencing, we are in also my FEC, FTC, UGT, ELA, and IM. This trade union platform represents almost 60% of our workforce in CaixaBank. Additionally, all trade unions have votings and families and friends, and we have proxied a very big number of shares, 2.5 million shares. Over that, we cannot start this contribution without congratulating the best workforce in Spain because of its preparation, because of productivity and achievement.

This workforce, after having achieved record results in 2017, had been capable of once again doing it, and going over it in 2018. Closer to an 18%. They say that social work is the soul of a company, but if you want to truly think about a heart that is bombing as the one of an Olympic athlete, you know what that is. That is our staff. We have said that we've had two consecutive years of unprecedented results, and we are now seeing a proposal of collective dismissals, which is also unprecedented. EUR 2 billion profit corresponds or is corresponded with 2,000 dismissals. It's a strange way of showing gratitude to the workforce that has contributed decisively to the achievement of the objectives of the strategic plan that ended in 2018.

Having reached this point, we need to indicate that our votings to the accounts will be negative since we don't truly know what figure to stand with. The ones that we have here as shareholders, and it's talking about fantastic figures and numbers, or the ones that has been presented in the negotiating desk for the redundancy plan. They want to show us a catastrophic situation. What is the truth, Mr. Gortázar? The company would justify all these bonus. How could they justify all these bonus they want us to approve? Or is it the entity that for the future is so tired that needs to dismiss 2,157 best workers in the financial Spanish landscape?

All this takes place within the framework of a new strategic plan, which you have already said you won't comply with or is very difficult to comply with, and the impact we all know about and the share price. A plan that covers many changes in the work conditions that should have been agreed with the trade unions before their design. What is the sense of a plan that depends on labor changes that they cannot assure? You try to force the approval of the trade unions with the threat of over 2,000 dismissals. You are relatively new here, Mr. Gortázar, and I'm sorry, but that's the way it is. You came to the first financial entity in the sector. Let's see how long you stand there for.

One of the pillars we had always been there was social peace and a relationship of mutual trust and respect between management and respect for workers. You need either to correct your position or leave. Mr. Shareholders, please vote no against the renewal of Mr. Gortázar as CEO of CaixaBank. We need to think about this very significant figure. We are talking about a platform that reunites or unites seven out of the eight trade unions in CaixaBank, seven sections that on the 20th of November last year, not even six months ago, were competing amongst themselves in trade union elections. I tell you that something very serious is going on in a company when almost 60% of the trade unions get together to reject the re-election of the CEO.

Our vote will be in favor of 44,541 and 11 and against item 1, 3, 5.2, 5.3, 5.4, 5.7, 8, 9, 10, and 12. The rest, we will just abstain. Thank you very much.

We will now hear from Mr. Francesc Sabaté Margalef, and I will ask Mr. David Montesinos García to get close to the stand to the right. Thank you.

Francesc Sabaté Margalef
Shareholder, CaixaBank

Good morning. First of all, I would like to ask that it is included in the minutes on the record, please. Mr. Chairman, Mr. CEO, ladies and gentlemen of the Board of Directors, ladies and gentlemen, shareholders. I'm Francesc Sabaté Margalef, General Secretary Adjunct of the Caixa d'Estalvis de Catalunya, and also on behalf of the platform of unions, which has been created because of a redundancy plan of SECB, UGT, CCT, SIC, and LAB. This platform is a union platform and is the jointly created group, which is representing part of the employees, and we have been delegated the votes of friends and family, relatives, many shares. More than two and a half million shares are being now represented by me.

We cannot start without really congratulating these employees due to their involvement, because these employees, after having achieved a record result in 2007, have been able to go beyond that and even be better in 2018. We have seen in Obra Social, social work, that is the soul of CaixaBank. If you are thinking about a pumping heart, a pumping heart of an elite athlete, that's the heart and the soul, that's the team, that's the headcount. Those are the employees. We have said two years in a row of record figures. Then they show us a redundancy plan, which is unprecedented. 2,000 dismissals, but almost EUR 2 billion profit. That should be something that cannot get linked because they have been decisive to achieve the results of the strategic plan that has been registered for this financial year.

I think that is worrying. I think that shareholders will agree that there is a discrepancy between the speech where they are using at the negotiation table, telling that this is catastrophic. At the same time, they are telling the shareholders that everything is perfect. We ask ourselves, what is the truth, Mr. Gortázar? The company that is fulfilling the strategic plan, is that the basis for your bonus you have asked us to approve, or is it the reality of this exhausted entity that needs these dismissals, 2,157 dismissals? What is the reality? Please answer to that. Despite all this, it is happening in the framework of a new strategic plan, which you have said just now that maybe is not achievable, and it is well known by all.

It's a plan with a lot of changes in employment conditions, terms and conditions that should have been agreed upon with the unions. What sense does it have? Such a plan that must be executed, which you cannot guarantee. After these obvious steps, you try to force it on the negotiation table with the threat of more than 2,000 dismissals. My colleague has already mentioned that you are new in this house, Mr. Gortázar. Believe me, more employees that we would like are much longer here than you. We'll see how long you will last in this financial sector, where one of the pillars on which 'la Caixa' and CaixaBank is founded was the social peace. Also a relationship based on mutual trust between managers and employees and clients. We think that you have broken this peace. Either you correct it or you leave.

Shareholders, ladies and gentlemen, vote with us against the renewal of Mr. Gortázar as CEO. If what I have said has not convinced you, we invite you to think about the following figure. We are talking about platforms. 7 out of 8 union sections represented in CaixaBank. In November 28, they had union elections. I can assure you that something very terrible must happen in a company that almost 60% of the union representation are against the performance of the CEO. According to all this, more than 2,000 votes we represent are going against motion 1, motion 3, board of directors performance 5.2345, re-elections of the 4 directors, including Mr. Gortázar. Point 578, these are motions regarding the incentive plan, the strategic plan, remuneration, and the maximum variable remuneration.

Maybe taking into account seven, eight, and nine, the ones that really deserve this redundancy plan are the ones at the top of the pyramid. I give the floor to Mr. David Montesinos.

Mr. Navarro, please can you go closer to the other microphone. Mr. Notary, please, I want it to be in the minutes.

David Montesinos García
Shareholder, CaixaBank

Good morning, ladies and gentlemen, shareholders, members of the board of directors, chairman. I am David Montesinos García. The same as my colleague who is going to talk after me, I'm going to talk on behalf of Banca Armada, which is SETEM and Justícia i Pau, Fundación Nuevas Endes, Observatori, also for International Issues Against Armaments. I'm talking on behalf of 3,800 shares, which have delegated their votes to us to be able to intervene here once again and to denounce the investments of CaixaBank in arms and weapons, in arms companies.

Of more of the EUR 1.2 million that has been invested in arms company between 2013 and 2018 by CaixaBank, almost EUR 10 million have financed Indra Company, which is in format of investment funds and bonds and mutuals. It's a company of the Spanish state, which uses 27% of its turnover for flying simulators, electronic defense, electronic arms. They have a star product where they have the high technology. We have the Eurofighter, which is a missile war plane. Also, the helicopter Tiger, which are used by the Spanish troops in Afghanistan. That means that Indra is providing arms and armament material, and they increase the insecurity of the people who live in those countries. They force the people to leave and to try to find somewhere else to live, shelter in other countries.

The amount of people that have left their countries is more or less 68 million, 68.5% is it. It's the drama of the wars and of the refugees because they do not only export the arms that are encouraging the violence, they also are based on the benefit of the agreement of the frontiers of the European Union, because they are one of the companies that are selling these devices and also the ones that are controlling the flows of the refugees that are trying to reach Europe. It's a perfect business. On the one hand, they are causing all the violence and all the suffering. On the other hand, they are controlling the people that are flying from that and want to enter the European Union through the southern frontier.

These are companies that are helped by CaixaBank, that are really influencing the human rights and all the movement of the people. One of the solidarity studies has stated that Spanish companies that receive the support of CaixaBank have been intervening in Africa and have been killing more than 600 people that have died due to that, and that is what they have been doing and causing there. Chairman, members of the board of directors, shareholders, ladies and gentlemen, what comes first, ethics and values of human lives or business for war? To invest in companies that sell those arms. That's really investment in people and in dividends. We think that it is very clear to make this decision. That's why we have come again, once again, to ask the company to stop investing in the company called Indra, any other company that are involved in this arm business.

It's causing a lot of suffering and violence and death somewhere else, in other parts of the world. We are involved. We are the ones that are causing it. We are the instrument. We are the mediation that helps them to be able to construct and to build all these arms. We must do it due to human reasons. CaixaBank should stop to invest in those companies, and then there were much more ethic assets and the reputation, the image, the society would have of CaixaBank. It's a decision you can take. You can take today during this shareholders meeting. Thank you very much.

I would like to ask Mrs. Cristina Oleck Rodriguez to go to the other microphone, and I give you the floor, the next speaker. Yes, I would like this presentation of my words to be included in the minutes.

Sonia Navarro
Shareholder, CaixaBank

I'm Sonia Navarro. I'm talking on behalf of SETEM, Centre Delàs, Studies For Peace, Fundación Nuevas Endes, Justícia i Pau, Observatori del Deute en la Globalització, Fact and Antimilitarista MOC. I'm talking on behalf of 11,280 shares, which have delegated their vote to us to be able to speak here and talk about the investments in companies that build arms and weapons, and to talk about the consequences of your investment. The levels of violence and instability, as also the different conflicts have increased in the previous years. War is not only one of the most important causes of death and violence in the world, has a lot of other impact for civil society. It's also hunger, destruction of infrastructure, sexual violence, kidnapping, amongst them. Violence and the armed conflicts in the Middle East are continuing, it is due to the flow of arms coming from the European Union.

Spanish State is still the seventh power in the world of arms export. Now you ask yourself, maybe, what does it have to do with CaixaBank, and why do we mention it during the shareholders meeting? During 2013 to 2018, CaixaBank has invested more than EUR 112 million in the army and in arms and weapons sector. EUR 12.6 million for companies MAXAM, Indra, thyssenkrupp, Leonardo, Airbus, and Rolls-Royce, amongst them. MAXAM is one of the companies of explosive. It's one of the biggest one in the world. It's a company of the Spanish State that builds all kind of explosive for civils, for armies, different medium size, light weapons, sub-aquatic one, also car bombs. One of the countries where they sell this explosive is in Saudi Arabia, which is a country that's involved since many years in the Yemen War.

We should remember here that this company, MAXAM, were responsible for the fabrication of the different types of bombs, which didn't stop until explicitly it was forbidden. Despite everything, MAXAM is being helped with more than EUR 91 million by CaixaBank. Another company, thyssenkrupp, is also an important company that builds submarines and also warships. It was published in Germany that they gained a contract for many dollars to be able to build these warships for Saudi Arabia, and also have invested EUR millions in this company. Ladies and gentlemen, shareholders, members of the board of directors, Mr. Chairman, with the credits and investment funds you grant these companies to build war material and weapons, you are involved. You are a co-author of the war and of armed violence that kill every year thousands of lives.

That is the reason why we're here today, once again, another year, so that you accept the responsibility as a bank and stop investing and supporting companies like MAXAM and other companies of the armed sector.

Thank you very much. I give the floor to Mrs. María Cristina Espejo Rodríguez. I would like to ask Mrs. Azahara Serrano Caballero to come close to the left microphone.

María Cristina Espejo Rodríguez
Shareholder, CaixaBank

Thank you very much, Mr. Chair. Good morning, members of the board, shareholders. I ask the notary to include it in the minutes, but not literally, because I cannot offer a written text.

We attend the shareholder meeting on behalf of ICAAL, and also on behalf of the small shareholders that have delegated their votes to us to defend their interests, despite the fact that these shareholder meetings are representing a model of governance where the control of the entity is in the hands of the board of directors. On behalf of the clients, the small savers of CaixaBank, we would like to remind CaixaBank and Banking Foundation, that the majority shareholders are the ones that are the clients like myself, and amongst them, also the mortgage clients. If you want to improve the reputation and image of the bank, you should take into account precisely exactly these users. These are really the soul of La Caixa.

ADICAE, first of all, with respect to the floor clauses, the demand of ADICAE in 2018, the provincial court judged in favor of them in first instance, including the retroactive effect marked by the European Court between the 1st of March until 2018. This application has not been accepted for the sentence by the banks and passing it towards the High Court. Now it has been transferred to the High Court. With respect to mortgage costs and expenses, ADICAE has present application together with the clients of mortgages and credits of CaixaBank, last February, clause demands against CaixaBank due to abusive clauses and mortgages. Regarding the expenses to sign the contract, this is abusive. It has been declared several times by the European Court and also by High Court.

In both cases, CaixaBank has only left the possibility to take them to court because there was no possibility of negotiation. I want to underline here specifically the figures that have been given by the Bank of Spain on its website, which is the result of their supervisory and sanctionary authority. 2018, they sanctioned CaixaBank for an amount of EUR 5.15 million, EUR 5.15 million, due to the following infringements and offenses: because of the fees by the resolution of paying off the mortgage, Act 41/7, also for reference indexes, also the Act 14/13, also rebounding of interest rates, infraction of the Act 44/22, and also because they have infringed the requirements of pre-contractual information, according to the indications, not only by the European Union of the Circular of Bank of Spain, Circular 5/2012.

I would like to congratulate the Bank of Spain because finally they are defending the rights of the Spanish clients. According to everything I have said, we would like to encourage all the shareholders, the small ones and maybe not so small ones, so that they go on controlling this banking entity. Because the sanctions and all the other fines will affect their dividends. They will also reduce their profit. At the same time, we would like to encourage ADICAE to also come together with ADICAE to defend the different savers, clients of CaixaBank and other banks. We will go jointly in this battle until the end. Thank you very much.

I give the floor to Mrs. Azahara Serrano Caballero. We would like to ask Mrs. Emilia Iniesta Bolós to go towards the other microphone on the right. Good morning.

Azahara Serrano Caballero
Shareholder, CaixaBank

I would like to ask my presentation to be included in the minutes. We are on behalf of ADICAE, which are representing the small shareholders have delegated the vote to us. Most of them and many of them have been affected by the mortgage expenses, also the floor clause. We have read in the press that delegates and members of the board of CaixaBank were saying that not all the companies have this bad reputation, but experience is telling us that the reputation and the good image and also loyalty of the users is not something you can ask for. You have to win it with your facts, something that CaixaBank has not done, and I am going to give you the figures.

If we talk about the floor clause and the demand of ADICAE, 2018, the provincial court has judged in favor of the clients and was ratified by the first instance and also by the European Court. The question in these days is that CaixaBank continues with these fees and charging it due to the floor clause. That means also that they have appealed and have taken it to the High Court, and they know perfectly well that 98% of the judgment and sentences are in favor of the clients. These are not figures that I am just inventing. They have been given by justice, and they force the entity to pay back the full amount that individually have been charged. If we talk about the formalization expenses, ADICAE has also applied more than 1,000 claims which have not been attended by CaixaBank.

They have not given other possibility to go back to the justice way, to the legal way. This is the charging of the fees that forces us to go back to court and take them back to court. That is not having a good impact on the reputation that has been asked for by the board of directors and by the directors. If we talk about the index of the mortgage, the IRPH, is also awaiting a sentence of the European Union, and CaixaBank is the bank that is most exposed. We have more than 1,000 of these contracts. All these abuses I have just mentioned is not the only thing we complain about. A lot of fees are being charged that are not linked to any of the services you are offering. For example, what happened by the closing of the branch offices.

That means that 800 offices will be closed. This new movement is also going against the consumers, but it's impacting many people, a lot of neighborhoods without a branch office. Also, you are betting on the digital banking, and we hope that that will be an improvement of the relationship with the clients. Last but not least, I would like to underline that what we have seen in the shareholder meeting, a slogan, which is, "People come first." Aren't you ashamed to say that? Well, you should stop with so much hypocrisy. Thank you.

I give the floor to Mrs. Emilia Iniesta Bolós and Mr. Alejandro Gil Puntillas. Please get close to the other microphone. Good morning. Previously, I would like to ask that my intervention is included literally in the minutes.

Emilia Iniesta Bolós
Shareholder, CaixaBank

We are on behalf of ADICAE, and the small savers and shareholders that have delegated their vote to us. At this moment, EUR 2.8 per share is CaixaBank, the accounting value. If we divide it under the shareholders, it's EUR 4.2. This negative valuation of the governance doesn't show very well the loyalty and also the performance of the present board of directors, because the value of the share of CaixaBank is falling and falling since September 2018. There is not a lot of trust of the investors on the accounting figures of CaixaBank. If you think, for example, about page 154 of the report of provisions, where they say that it has been provisioning the possible result of the collective demand and court case of the floor clause, which is also based on the royal decree.

The legal court case, which had been mentioned before, which is the ADICAE macro demand. In November 2018, provincial court has judged in favor of the clients, which has been also ratifying one of the first instance and also by the European Court. It has also been judged. It has not been accepted, the appeal, that means that it has been transferred to the High Court. In this moment, the extrajudicial demands of CaixaBank has also only offered to their clients on the 2013. That means that the consumer must accept it and then reject the rest of the demand they had made. It will go up to the European Court. 2016, they already judged that the payback should be complete.

The problem of the floor clauses with CaixaBank continues and continues, that this is not the only case where CaixaBank is not treating well their clients and impacting their reputation. In the problem, due to the abusive clause, to put on the shoulders of the users to pay the fees. We can also see it with the mortgages. There we have different demands because abusive fees and the contracts, for example, formalization of the mortgage contracts, because the CaixaBank had not listened to the complaints. CaixaBank has not listened to the complaints with respect to the mortgage. This has a negative impact on the reputation. They have delayed the paybacks, and they have impacted the reputations based on arguments that have delayed the judgments.

We are also here on behalf of the small shareholders to defend their rights, despite the fact that these shareholders meetings are just the scene of a governance model where the entity is in hand of the Board of Directors. In the case of CaixaBank, the situation is even worse because the majority shareholder of CaixaBank, through Criteria, is Fundación La Caixa. This foundation, from the Law 26/2013, since then, the old saving banks have disappeared, and the relations of the clients they had at this moment was already relevant. The majority shareholder of CaixaBank is not a big investor that has given really a big contribution. It is the one that has inherited what comes from the past. The Fundación La Caixa goes through a patronage that appoints himself, and the customers are not even mentioned.

Last but not least, the patronage of the Fundación La Caixa chooses its own members as a governance body, the maximum governance, without these patronages to have contributed to anything and not having proven any of their knowledge or experience. It should be the small shareholders and the small customers. On behalf of the clients and small shareholders, would like to remind CaixaBank, Foundation CaixaBank, that the majority shareholders, the legitimate ones, are really the clients. Amongst the ones, we also have the mortgage clients. If you want to improve the reputation of the entity, you should take into account precisely these kind of clients. Thank you very much.

I give the floor to Mr. Alejandro Gil Puntillas, and another floor has been asked for, Francisco Jose Parcorsel. I would like to ask him to come close to the microphone. Mr. Gil, you've got the floor. Yes.

Alejandro Gil Puntillas
Shareholder, CaixaBank

I also want to ask for my intervention to be included in the minutes. I'm here on behalf of CAAE, and also on behalf of the small shareholders who have delegated their vote to us. As we have already been able to say, my colleagues that have been previous to my intervention, since September 2008, below the EUR 3 per share now. We understand that it's not strange that this happens, because if we look at the accounting figures, if we look at the particular ones as 150 of the accounting report, when you talk about provision with respect to the infringements of the consent, it means that in 2015, 2016, it had more than EUR 600,000 for the provisions and for the paybacks that should be made according to the court cases, applying the floor clauses in certain mortgages and contracts with the entity.

As we have already said, this court case is this macro demand, presented and filed by our entity, which were already in November in Madrid, in the court, already ratified the judgment in favor of the clients, which was also ratified by first instance, where they were stating that it should be done according to what was said on the European Court. Now it has been transferred to the High Court instead of facing their duties with respect to the customer. They are against the clients again, according to the trust they have in the bank. For 2017, following also the Royal Decree, the concerning one about the consumer issues with floor clause, they should have a specified department that can give an answer and reaction to their clients.

The provision amounts to EUR 160 million, EUR 167 million, and for the floor clause, the only thing CaixaBank has offered is to go back to 2013. That is the maximum. That means that they have to reject anything beyond that. That is the application of the policy of CaixaBank of 2016 and of the European Court, where they were saying that they had to pay back everything. The only fees that have been paid back by CaixaBank correspond to those legal demands the entity has lost. In any case, it was in disfavor of the clients that have suffered the floor clause. They have had to renounce to their rights to be able to collect everything. We still have the floor clause with CaixaBank. We still have this problem of a bad service to the clients.

It's also a disadvantage and a damage of the clients in the fees and the costs they have to pay. We think that this abusive clause, which means that the client has to pay the formalization fees, has caused and triggered many demands, which CaixaBank has not reacted to, has not given an answer to. Once again, we have had to take CaixaBank in 2018 to the court. In 2018, CaixaBank said to the press that they would assume the payback of these fees and also the IRPH fee. February 26, ADICAE, together with the mortgage clients of this platform, took the CaixaBank again to the court due to these abusive clauses. We want to remind this board of directors that they are looking for new shareholders. You should take into account the reputation you are creating with your actions.

You have to win the reputation and not get it for free.

Gonzalo Gortázar
CEO, CaixaBank

Señor Fran-

We will now hear from Mr. Francisco Jose Parcorsel in the last intervention of the day. I am Francisco Pla. I come here representing myself. I am a CaixaBank shareholder for not very long, and it is the first time I am in an AGM. If I had only attended the first part of the AGM, I would have had a very nice and beautiful image of CaixaBank, in fact. Sustainable results, that is what Duke said, good dividend with the last complimentary that you have proposed and even social responsibility, which is fantastic. If I had only attended the second part, I would have a very different image. They ill-treat the customer and dismissals, and they also create world wars in many cases. As a shareholder, I am a bit lost, to tell the truth.

Francisco Pla
Shareholder, CaixaBank

This is an ordinary shareholders meeting, I am really interested in this aspect. I am not interested in dismissals or political part. I can understand their unhappiness, of course I can. What I come here to talk about, in truth, is one of the things that have been mentioned previously in the initial speech, which is the strategic plan. The little things or a few things I can understand. I am young, use of technologies and the effect in the future. We have talked about the digitalization of banking. We have also heard about Fintech companies, and at very specific moment, you also mentioned that customers and consumers are going to demand services for free. Freemium, that is what they are called. I am concerned about this as a long-term shareholder, if that is what I do or maybe change my position.

Gonzalo Gortázar
CEO, CaixaBank

Here I do think that, I think you call them stand branches, which would be even bigger, maybe extend the opening hours. Honestly, the main problem from my point of view of the company is competition. I think that here, this has been noted, but I do not know whether actions are being taken because these long-term actions will entail for these steps forward or advances to come very fast, and the customer who will be coming to CaixaBank will no longer be the old person or elderly person who needs to get an explanation on how the ATM works, the customer that will come in the next few years, and that will be the majority of CaixaBank's customer using, not using, well, using, yes, the mobile phone and computers every day.

That is going to be the turning point, not only for CaixaBank, but for many financial entities and also companies around the world. That point in the strategic plan is what I see as appropriate, not only CaixaBank, BBVA, Santander, Bankia, all companies are becoming digitalized, but I think this will be the basic point. As a shareholder, I do not really care if there is three, five, or six in the AGM. I am only caring about whether those results are sustainable, and instead of having a share of almost EUR 4, almost EUR 3 sorry, it is going to be worth EUR 4 or EUR 5. That is what I would ask. If you do collect those amounts or get those amounts as a wage, that is perfect, but those results should be projected for the shareholders who are the ones coming here.

If that can be invested in society in some other ways, much better even. Thank you very much. Thank you very much. With this, we will finish the round of presentations, and we will now answer to all of them in an orderly fashion. The first presentation or contribution, some of them have touched upon very similar matters. We will probably group the answers in some of the cases. The first contribution of Mr. Josep de Marfa. Thank you very much for your contribution. We will take them all into account. I would like to say before we hear from Mr. Gortázar , who might want to provide you with a detailed answer that I do share with you the concern that I get from many different places on how the elderly people are adapted to or need to be adapted to the new store branches.

As we've seen in the last contribution, talking about the young people and the digital world and new technologies. In CaixaBank now, we have customers of all kinds, young peoples who live with their smartphones and also elderly people who are used to the traditional branch, and we try to find this balance. It's difficult, but we are aware that store branches are having a very warm welcome. The evolution, the assessment of customers is increasingly better, but it's something new, and we are just shaping the model as we receive the feedback from customers. We provide more people to aid the elderly people. ATMs are more sophisticated, and they provide more functionality. We will continue to do this. Also talking about your comment on the social action of shareholders, the fact that we have funding for social projects and also in terms of training.

These are areas that we will try to deal with. Gonzalo, you want to add anything in terms of store branches? This is our priority, in this transition from traditional branches to new ones, is for customers to have the best possible service in the entire process. We are going to accompany them, and we will continue to do so. We invest a lot of effort and time. As we do more and more of these branches, we do learn from our mistakes, which we do make as any other entity, so that they can work increasingly better. The statistics in terms of quality, knowing that sometimes, logically, there are some mistakes and claims, there are increasingly better, satisfaction of customers is increasing.

We always want to do better, and we take note in order to improve along these lines. Thank you very much. Second question of Mr. Damián García was related to the buyback of shares as an alternative. I will give the floor to Mr. Gortázar for this financial matter, but let's not lose sight of the fact that the share buyback and redistribution of dividends, they're two alternative dividends for shareholder remuneration. We should not forget what we have stressed, myself and Mr. Gortázar, in our presentations. We are still in an environment, where the regulatory landscape is very demanding in terms of the capital needs. As we've said, we have the goal and the ambition of anticipate those regulatory requirements as much as possible.

I want to agree on the fact that we have a generous dividend policy, much more than the rest of the industry. We will continue to emphasize that we are remunerating our shareholders, the dividend in cash, which is the most representative element of the good track record of the company. We also have comments by Mr. Rafael Roig. Here I will talk about one of the aspects of the contribution, and maybe the CEO can cover the rest. The aspect specifically is mentioning a nonprofit organization in Valencia, which I was very fortunate to visit, which is Casa Caridad. I liked the visit a lot. I enjoyed it.

It's not in the video because if we show on the video all the nonprofit organizations with which we work and which we help in the entire region, we could probably still be watching the video. It's not feasible. I enjoyed that visit a lot. Each year, we collaborate with Casa Caridad with an important amount of money. They have a project of early childhood school, very significant one in a delicate area of Valencia. The work they do is very important. They also take care of advanced ill people, and it's an additional example of how the entity, through its decentralized action, is close to those who need it in all areas where we operate. On the other hand, you have spoken about exhibitions. The opening of CaixaForum Valencia is projected for the end of 2020. We are all waiting that moment.

It would be an additional way for CaixaBank and the Banking Foundation to contribute to the social and cultural development of this land where we feel so at home in, which is Valencia and the Valencian Community. Thank you very much, Mr. Roig, for being our customer and your history, onboarding history. We are looking at that activity or option of opening up during national holidays. We will reach a conclusion about its feasibility, but I do truly thank you for your contribution. As for the contribution of Mr. Eduard Mestres, part of the answer could be given now. Then the other one was more related to the workforce and staff and remuneration. Maybe we could do it jointly with the presentations or contributions of the trade union presentations. His contribution, as for Valencia and the Valencian Community, is quite similar to the answer to Mr. Roig.

Our commitment with the Valencian Community is a full commitment. Our business is working. We have managers from this region. Through these social workers, as said, in the case of Casa Caridad and other cases, we spend almost EUR 4 million every year. We have 1,400 volunteers, and the social network of the foundation has spent EUR 28 million in total here. The commitment is to reach EUR 30 million this year. The opening of CaixaForum Valencia will be an example of how our entity has been committed to the Valencian Community. 6,600 square meters with two exhibition halls, and I'm sure you'll be able to see Velázquez, Toulouse-Lautrec, and many other exhibitions that can come through the social work of the foundation. The subsequent contribution has been by Mesa Martín. As for your contribution, you have two things to note.

I would like to say that, well, as for Infanta Cristina, she's not a CaixaBank employee. She is an employee of the Banking Foundation La Caixa, so we shouldn't really say anything about that here. As you know, the Banking Foundation La Caixa is a shareholder of CriteriaCaixa, and they are shareholders, and they hold 40% of CaixaBank shares. The second contribution is related to the matter of the negotiation with trade unions and possible adjustments of the restructuring of the workforce. I'm going to link the answer to this matter to the answer to the contributions done by Ms. Ruth Bolaños, Mr. Pedro Villafañe, and Mr. Francesc Sabaté. Before I give the floor to the CEO, who is dealing with all negotiations of this adjustment, I would like to make some prior considerations.

The first one is that I would like to remind about what, in my case, and the CEO have been stressing in our presentation, the banking industry is subject to huge competitive pressure, and it stems from unforeseen interest rates close to zero and inexistent or nonexistent growth volumes because we are coming from an expansion of loan levels, and we are finishing the deleveraging procedure. If we add this to the arrival of new technologies and the changes of habits by customers, there's no doubt that the financial entities must react before these current and future challenges. It is true that the amount of profit for the bank in 2018 is close to EUR 2 billion, but it is also true that the success of the year 2018 improvements in profitability do not guarantee the future.

It is true that these EUR 2 billion, in terms of profitability on invested capital, represent approximately what the investing community requires. It is the obligation of this board and the CEO to actually be assured that the profitability is maintained at these levels to ensure the continuity of the bank, the proper capitalization, and to ensure employment and generation of wealth and income for coming years. It is necessary to anticipate, and that is why there's been a negotiation process opening, in order to reach agreements and emphasizing dialogue. I would also like to stress that in this context, the criticism before the actions of the CEO, well, I consider they are totally unfair and unnecessary.

They are a proof of total dedication, he particularly has proven to have great capacity for the position he holds and has deployed his talents throughout these years, investing all his effort for the benefit of the entity. I think that additionally, he has the necessary talent for the challenge faced by the bank. This challenge requires a huge capacity for dialogue by top management in the entity, dialogue with the workforce, with the investment community, with his management team, with his board of directors. He has proven that he's capable of facing this challenge, and I'm sure he has the support of this board and the support of most of the shareholders. I think, and I would like to believe that this is going to be so for many years to come.

He, with bravery, is facing this anticipation of the future together with the rest of the board, which is so necessary. I have to say that it would be irresponsible for him to not have at the beginning of the plan, all the necessary changes in the organization of the group so that this plan can be a success and so that we can achieve, as I've said in my presentation this morning, the goal of the return on tangible equity of 12% in 2021. All this results in the fact that I believe that the remuneration of the CEO, which has also been mentioned in some of the interventions, as well as the bonuses and the remuneration of top management, are totally appropriate given the size of the challenge they face and also in relationship with what they've already executed in the last four years.

These compensations are moderate and appropriate if we take into account the size of this entity and how it compares to other listed companies, particularly in IBEX 35. I could actually bore you to death with huge amounts of information I have as to the size of the bank in terms of its share price and valuation and the complexity of the business, and also the remuneration of the management team compared to our peers, both in the banking industry and out of it. I'm not going to do this because this is something public and well known, and in accordance with what we've always done in this entity, his remuneration is moderate and appropriate to the principles of the bank. Having done this preliminary contribution, I think that Mr. Gortázar should also respond to this comment. Thank you very much, Mr. Chairman.

I would like to take on a happier note because I think that the first thing and most relevant thing before these comments is to congratulate the workforce once again. Trade unions have said that the results that we have achieved are thanks to the workforce, and I totally agree with that claim. That's the way it is, and I can only thank their work. I do it once again, from the bottom of my heart, from the first to the last employee. They talked about EUR 2 billion and 2,000 dismissals. We need to see the profit that we've had with the size of the bank in a day such as this in the AGM. I think that you are all happy that the profitability is what it is, and logically, that you will want to have greater profitability in the future.

The profitability that we've had is 9.3%, and it is at the minimum of the reasonable trench for a financial entity. We are not in a situation where we have an exaggerated profitability. Rather, the opposite. We come from a very tough period. In 2014, our profitability was around 3%, and we've had several years where we've been recovering very gradually and with a lot of effort by the workforce, a lot of patience, too, by the shareholders. What we're doing is fruit of the most obvious need to manage our company, which is thinking about the future. What has happened in 2017 and 2018 makes us satisfied and feel confident, but we come to the office to actually manage the 2019 and future years. We need to be realistic, as Mr. Chairman said. The situations and context of the industry, they're tough.

I've said it in many other meetings. In this AGM, we find a difficult situation of transforming our business to adapt it to new times. At the same time, very low margins, growing costs and expenses. We need to, day after day, make a huge effort to increase the revenue and lower costs. Just when we look at the future, we see that efficiency is totally essential and necessary for the institution to be successful, for our customers to receive the best possible service, and for our employees to also be properly compensated. In this context, we frame the negotiation that we have with our trade unions, a negotiation which is obviously complicated, but a negotiation that I want to end appropriately with the support of all the people who are involved. We started at the beginning of January.

We have set a date to finish in April. That's four months of conversations, negotiations, which logically show our interest to work jointly. No matter how different our perspective is, we need to bring them together for the benefit of everyone, shareholders, customers, and also the employees at this institution. It used to be a Caixa, now CaixaBank, has always anticipated to what's coming. As we see a series of trends and we want to maintain the success that we have achieved in the past and increase it if possible, we need to take action now in times we're processing, we have the capacity to do it. We will continue working, as I was saying, with the trust. We will just do whatever we can to reach an agreement with workers' representatives. I also wanted to remind the trade union confederation when they talk about the representation.

Well, they're here as shareholders today. That's why they're talking in the general shareholders meeting. They have the representation of 0.05% of the share capital. When they talk about the 60% of the workforce that support certain things, well, that is in the working desks. We're talking about something else here. Your representation is what it is, representation of a series of shareholders, which, well, I think it's fair to call things by their name. We've also had. I'm going to group this, a couple of questions related to armed banking, David Montesinos and Sonia Canicio. Well, here I would like to say that the board has an approved policy as per the investment in arms companies or weapons. This policy says that there's no equity positions or capital positions in companies that have the manufacturing of weapons within their portfolio.

They are financed, but under a very strict set of conditions. For instance, there's no financing of companies that manufacture the bombs, chemical weapons, and anti-personnel mines or bacteriological weapons.

We don't finance companies with activity in countries with a high risk of violation of human rights, and we always finance companies bearing in mind the destination of the final use. Final use and never intermediaries, and it's not financed when the destination of these goods is in countries subject to embargo or seizure. This is a set of requirements in the bank, and this means that the final amount of financing is very reduced according to figures of the associations analyzing this matter in greater detail. These results and figures show that out of the total financing, in the Spanish banking sector, the relative weight of our company is below 2%. This is the result of our restrictive policies and the strict control we have on this type of financing. We have had a set of interventions on floor clauses by ADICAE.

I'll give the floor to the CEO so that he can give the details. Previously, in some of these interventions, they have talked about the foundation, our Banking Foundation. I would like to say some words about it, which everybody is familiar with, but I would like to repeat it. The Banking Foundation, La Caixa, through the invest, the 100% La Caixa, 40% of the capital of CaixaBank. It is a reference shareholder, not a control shareholder. I would also like to underline something where I have also mentioned in my presentation, maybe only shortly, this entity, CaixaBank, has a focus, taking into account in its business activities, shareholders and employees and customers and the whole of society. This said, it means that it is in front of all of our decisions in all the environments where we are active.

This has always been prior to our decision-making in the sector of the legal conflicts we have had in the recent past. We have a peace of mind. We feel comfortable in favor or in benefit of our entity and of our employees. Would you like to get floor also to give some remarks? Yes. Most of the interventions about this issue of the floor clauses, the judgments and sentences we have had, the appeals, and so on. It has been already a long time that we have been working on this issue to comply, of course, the sentences of the high courts and the other trials. In that sense, we have offered the compensation to the clients after the finishing of the cases if they fulfill the requirements of the sentence.

We have done it case by case because the money, the resources we have are not our resources. It's money of the shareholders. We have to be able to discriminate when it is fair and when it is not. In the case or in the event that it is appropriate to pay the amount, and the fact that they say that we do not apply the retroactive effect, that is not true. We have agreed with people, more than 50,000 paybacks of these fees to the clients. It's a very important task. 270 people involved in this process at the moment of the maximum of volume to review any and each of these complaints to see if they fulfill the requirements of transparency. I think that in that aspect, we have handled correctly and doing the task as it should be done.

Logically, what we are doing is fulfilling strictly the regulations and judicial and legal judgments when they are final. We want to answer to all the cases, but always fulfilling the requirements and always conform to the law and regulations. There has also been mentions about remarks about clients, relationship with the shareholders. We have a lot of initiatives with the shareholders. As the chairman has also mentioned during his presentation, virtual office, telephone departments, channels to have contact. With the clients, of course, I've started my intervention also with the fact that our business is based on, starts with, and finishes with our shareholders and clients.

We are gaining more and more market share. That's not by chance. That is because we doing the right thing. We have 14 million clients. That means that statistically, of course, they can also make mistakes. What is important when we make mistakes is to know it. There we have the channels, the whistleblowing channels, the complaint channels, where the clients can present and file their complaints so that we have the possibility to solve it as soon as possible. That's the spirit with which we work. Of course, we must involve also our Branch office network. It's difficult to accuse us that we close branch office when at this moment we have 4,400, which is much more than any financial entity in Spain.

When we have decided not to leave certain villages or cities, because we want to keep our rural network, for example, of course, with the help of the unions to reach agreements to be more flexible and efficient. We are still continuing to give a service. Well, occasionally we make mistakes, and this transition from one type of client behavior to another one is not easy. I think we're doing it fairly well. The figure that could really calm our shareholders is that we are gaining more and more market share year after year so they can be satisfied, and we will continue to improve. Also a clarification here, representative of ADICAE said that the clients are the majority shareholders. Obviously, that is not the case. The shareholders are here, many of them representing a lot of clients. Shareholders are shareholders. There are two different pockets.

Of course, we need that our clients are very satisfied, but of course, we also want to have very satisfied shareholders. We have to differentiate one function from the other, because otherwise, what really happens is that it's not going to function. I really think that we had to clarify that. I would not like to take up too much of the floor. I think that with these last words, we have commented most of the topics of the interventions of the shareholders. Thank you very much. We also have the final intervention, whom I would like to thank for his spontaneity. My interpretation of Francisco José Pla was a bit like Mr. Jekyll and Hyde, no? A little between both of the opinions, the first part of the meeting and then the last part. He was a bit lost.

I would like to reassure him that the bank is absolutely focused to be able to solve and face the digital revolution we are already noticing. We have been betting on the new technologies. We are the bank with the highest market share of the digital banking in Spain, so we are already in a leading position. But the change is so fast, we cannot stop. We cannot just think that we don't have to go on. imaginBank, for example, is another decision. We have to go on that 57% of our customers are using digital channels, 6 million customers. Of course, we are going to keep this physical contact with the customers because we still have customers who want to have this multichannel contact so that they can operate with the bank on different platforms.

We are extraordinarily active, closing agreements with the different partners in this digitized sector to have the best agreements, the best service for our customers. During the time, we are really improving. And we think also that our personalized focus of banking will be a success in these new technologies, because I like to repeat it. In banking, we do not only work with bits, with information, we also work with trust. So this reliable relationship based on trust must continue, and that's our differentiating way of doing these banking services. Would you like to add some words? Well, that's very difficult. Only that I agree with you. That is the way forward, that we have a lot of confidence in the future. It's in a changing environment. It's then when you can really make difference versus other entities.

We have seen it in the past, and we hope to be able to do it also in the future. We continue with the next item on the agenda after having answered to the questions of the shareholders, and that means that we have now the approval of the different agreements, and I give the floor to our secretary. Taking into account that the information and the documentations of the motions that are submitted to the board for its resolution, based on the regulations, we are not going to read the complete text of these motions, except if it is asked for precisely. We start with the motion and the documentation. The voting will be that after the lecture, a summarized lecture, we will ask for the votes against and the abstentions, considering votes in favor, those shareholders that are not mentioning against and abstention.

Óscar Calderón
General Secretary and Secretary to the Board of Directors, CaixaBank

All the shareholders that want to present and file their vote have to stand up. And when we have read the item, if we see that there have been enough in favor, but always with the reservation that the documentation and other terms can be fulfilled. If they are against or abstention, shareholders have to sign it on their format. Those cards can be found at the end of the room and also at the beginning of the meeting. They have been given to different shareholders, and if you want to leave the room, and during the meeting or before the meeting and the voting, they can ask the table at the end of the room to be registered as a vote against. These are the different items.

The one is the approval of the individual and consolidated annual accounts and the respective management report for the year ending on December 31st, 2018. Votes against? Abstentions? It is approved by majority. Item one is to propose a resolution of the motion of the individual consolidated annual accounts and the respective management report for the year ending on 31st December 2018, and it has fulfilled the regulations for the voting. Against? Abstention? The second one is also approved. The third one is the motion of the approval of the Board of Directors management during the business year ending on 31st December. Votes against? Abstentions? Approved, majority. Fourth, it is the approval of the proposed allocation of profit of EUR 1,162,560,424.88, the allotment of the profit. Here we see the EUR 145 billion, EUR 145,898,135.38, which is EUR 1.16 billion point 50 for dividends. Voluntary reserve, EUR 145,898,135.38.

No legal reserves because it is already on the regulatory levels. Voluntary reserves and the total one is estimated for dividends. It will be reduced according to the treasury shares CaixaBank has at the moment of the payment of the dividends, which is not paid will be put in the voluntary reserve. The additional one is EUR 0.10 per share as of April 15, 2019. Votes against? Abstentions? It's approved by majority. Fifth item, fifth motion. This is determining the number of members of the Board of Directors within the limits established in the company bylaws, re-election, appointment of directors. They must be voted separately, the different ones. Establishing the number of the board members has been established and together with the reports of the appointment committee, the different curricula, and the different reports about the directors. This said, we continue with the sub-items, 5.1 of the agenda.

We fix the number of the board members at 16, which is based on the bylaws. Reduce it by two, from 18 to 16. In this sense, it has been proposed four, which will be now submitted for the proposal for the adoption. In 5.6 and 5.7, there we have the different, new directors. It will be kept on 16 if we cannot fulfill the vacancies which will be submitted to the approval. In that sense, the vacancies would be kept on the appointment of new ones, maybe with a new candidate given by or proposed by the appointment committee, or maybe the one submitted to the Board of Directors in another meeting. Against? Abstentions? Approved by majority.

5.2, re-election of Mr. Gonzalo Gortázar Rotaeche to re-elect him as a member of Board of Directors for a period of four years, according to a favorable report having been issued by the appointment committee. Votes against? Abstentions? It's approved by majority. 5.3, re-election of Mrs. María Amparo Moraleda Martínez as the director of the Board of Directors, independent director, period of four years at the proposal of the appointment committee. Votes against? Abstentions? Approved by majority. 5.4, re-election of Mr. John S. Reed as the member of the Board of Directors, independent director, period of four years, the proposed appointment committee. Votes against? Abstentions? Approved by majority.

5.5, re-election of Ms. María Teresa Bassons Boncompte as member of the board of directors with the status of proprietary director, the proposal Fundación Bancaria La Caixa, and also CriteriaCaixa for a period of 4 years with a favorable report issued by the appointment committee. Votes against? Abstention? Approved by majority. 5.6, appointment of Mr. Marcelino Armenter Vidal as member of the board of directors as proprietary director, proposal Fundación Bancaria La Caixa and CriteriaCaixa, period of 4 years based on favorable report issued by the appointment committee. The appointment is subject to verification of the suitability as a director of the competent bank supervisor approved the waiver of the non-compete obligation as written in Article 229.1 of the Spanish Corporation Law, which is submitted for approval at the general shareholders meeting on the agenda item 6. Votes against? Abstentions? Approved by majority.

5.7, appointment of Ms. Cristina Garmendia Mendizábal as member of the board of directors with status of independent director, 4 years, at proposed appointment committee. This appointment of Cristina Garmendia Mendizábal has been approved by the board of directors, but subject to verification of suitability as a director of a competent banking supervisor. In this case of this verification not being obtained, but we have received it in February, this adoption of the ECB as an independent member of the board of directors. Votes against, abstention? Approved by majority. Sixth item of the agenda. Since January 2016, Ms. Garmendia is also board of directors of Inbursa, which is principally in Mexico. Mr. Armenter is a dominical proprietary director and has been proposed by CriteriaCaixa because significant stake in Inbursa. With Inbursa, they have also with directly in geographic area stakes, so they are not coinciding.

In that sense, they cannot say that there is a conflict of interest and also, maybe a conflict of competencies. However, an event that a potential commitment may be observed and there's no damage to company is expected. The cooperation of Mr. Armenter to the board of directors will provide substantive advantages to his broad experience and background in banking sector. It is proposed according to Article 230 of the Spanish Corporation Law, that he is included a proprietary director, also based on the different clauses of the act, and that he can also derive from the ownership interest or from holding posts and performing functions at the Grupo Financiero Inbursa. In any case, it is noteworthy that Mr. Armenter, like every other member of the board of directors of CaixaBank, he can as such be director in this situation and no conflict of interest. Against, abstention?

Approved by majority. 7, approve the amendment of directors' remuneration policy of the directors of the board of directors of CaixaBank for 2017-2020. Both these included in accordance with the substantiated proposal approved by the board of directors. It was November 27, 2018. Also, remuneration of CEO, Mr. Gortázar, for 2019. Finally, as a consequence of the incentive plan 2018-2019, we have to foresee an incentive plan, which is linked with the strategic plan 2019-2023 for the top management and all the directors of CaixaBank. That must be submitted to the approval of the board of directors. I would like to state here that in the policy you can find separately the remuneration corresponding to the directors and also for the trustees according to their different tasks.

It is approved, both of them separately by the Board of Directors and the proposal of the amendment of the remuneration policy together with the report of the Remuneration Board. Votes against, abstentions? Approved by majority.

Eight, approval in accordance with provisions of Article 2019 in Spanish Corporation Law of an incentive scheme. We'll have a summary here. It is a remuneration plan exclusive in shares. Beneficiaries are executive management directors and key employees in CaixaBank and the companies in the group with a maximum of 90 people. We're requesting authorization for a maximum share, at the beginning of the plan, 1,242,768 shares, out of which 73,104 belong to the CEO. The reference amount are aligned with the remuneration plan approved by the AGM in 2015. The number of shares varies because the share prices also varied. If the objectives are achieved, the payment to the CEO will take place through the application of the pro-rata system.

There's three cycles, three years of duration, starting 1st of January 2019, 1st of January 2020, and the 1st of January 2021, coinciding with the three years of the strategic plan. Each cycle has two target measurement periods. The first measurement period will correspond to the first year of each of the cycles, and the second measurement period will correspond to the three-year period of each of the cycles of the plan. Each one should cover a series of cycles in order to know the final number of shares. There is a maximum number of shares objective allocated and is checked in the first measurement period. The compliance of objective related to measurements, financial and non-financial measurements, which are financial ratio, ROTE, and the evolution of the index and experience of customers with a weight of 20%.

Depending on the degree of compliance of this, there will be a provisional incentive that equals to a specific number of shares. We will adjust it on the basis of some objectives when the third year of each cycle is over, and this constitutes the second period of measurement. These objectives are also financial, non-financial, the risk appetite framework with a weight of 30%, and the global reputation index with a weight of 10%. According to the delegation of capacities, the Board of Directors will approve our plan regulation, regulating different aspects of this, adjusting to the current applicable regulation and the requirements of the authorities that supervise this throughout the entire life of the plan.

It will be a requirement to have ROTE reaching a minimum level set by the Board of Directors, and they will do the proper management of the plan. The Remuneration Committee can change the requirements of the supervisory authorities. Votes against, abstentions. It is approved by a majority. Point nine on the agenda, the framework of variable remuneration of the company as part of itself. There is a remuneration to top management and the liquidation of 50% of each member of the variable in cash and shares corresponding to 2019 will be given before the end of the third quarter of 2020, and the non-deferred % would be reduced to 40%. 50% will be subject to deferral of five years, and it will be given before the first quarter of the first period, 2021. This amount will be increased to 60%.

The combined maximum distributable amount for executive directors and senior managers in 2020 and the five subsequent years as a result of the 2019 variable remuneration is estimated at EUR 1,481,418 before tax deductions and withholdings, providing that the composition of this group and the target bonus amount remain unchanged. The maximum number of shares to be delivered before tax deductions and withholdings will be the result of dividing the estimated maximum amount by the average market share price at closing of the trade sessions between the 1st and 15th of February of each year. Delegate to the Board of Directors with express powers to sub-delegate, in turn, the Executive Committee and the Board of Directors, the Remuneration Committee, or any director deems appropriate the necessary authority under the fullest extent permitted by law to develop, formalize, and implement this agreement or terminate it where the case may be.

Adopting by resolution and signing any public or private documents that may be necessary. Votes in favor, votes against, abstentions. It's approved by a majority. The level of remuneration for the 154 posts in the group of employees whose work has a significant impact on the company's risk profile can reach up to 200% of the fixed component of their total remuneration or by virtue of and subject to the provisions of Article four of Law 10/2014 of 26 of June on regulation, supervision, and solvency of credit institution. The sole purpose of the approval of this resolution for the 119 posts listed under heading two of the document attached hereto as an annex to the aforementioned detailed recommendation will affect the identified collective. Votes against, abstentions. Approved by a majority.

Agenda item 11, to delegate to the Board of Directors with express powers to sub-delegate, in turn, in the Executive Committee of the Board of Directors or the board members it deems appropriate, the Secretary, the Deputy Secretary, or deputy secretaries of the board any powers it deems necessary for the purposes of interpreting, rectifying, complementing, implementing, and developing any of the resolutions adopted by the general meeting, which is also authorized to make any modifications, amendments, or additions deemed necessary to appropriate for the effectiveness and successful outcome of these resolutions. To delegate to the Chairman of the Board of Directors, the Vice Chairman, the Vice Executive Officer, the Secretary, and the Deputy Secretary or deputy secretaries of this body the powers to sign and private documents and to execute before the notary of their choice of any public documents. Votes against, abstentions. Approved by a majority.

Approval of the annual report on board member remunerations for the 2018 financial year. This is agenda item 12. This has been provided to the shareholders before this AGM. Votes against, abstentions. Approved by a majority. Agenda item 13. This is information for the AGM and not subject to voting. Announcement of the amendment made by the rules of the company's Board of Directors approved by the Board of Directors at its meeting held on 21st of February 2019. The sole purpose of this amendment is to expressly establish that the minutes of the Appointment Committee and the Remuneration Committee are to be forwarded or delivered to all the members of the Board of Directors, and they are being made available at the company's secretary office using the same system as for minutes of the Audit and Control Committee and risk.

This is on the website of the company at the disposal of the shareholders. Once we have finished the reading and voting, we will now count the votes, those votes against and abstentions of some motions. Please, everyone who has voted against or abstained in any of the motions, go to the voting desks at the end of the room. When we have finalized this process, Mr. Chairman will close the AGM. To the shareholders who do not want to wait until the votes are all counted, thank you very much for your attendance to this AGM, and you can leave the room whenever you wish. I would like to thank all the professionals who are part of this company because of their effort and dedication.

Just to finish, I would like to thank on my behalf and on behalf of the entire Board of Directors, the trust that they have in us and their attendance to this AGM. We will wait for the result of the votes with a video. CaixaBank, throughout 2018, has had different initiatives with the goal of promoting transparency and proximity with the shareholders, as the 17 corporate events that have for the first time arrived in store branches of CaixaBank, or the 23 cultural events and leisure events where we had the trust of our shareholders. This year we have trained through the Aula Program over 1,600 shareholders on diverse matters and subjects. With this goal, we have also started a new webinar program to bring the financial culture to all our shareholders.

Speaker 17

In this effort, we have launched a new educational comic to explain to younger shareholders the operation of the stock market. CaixaBank also gets closer to the shareholders through the traditional and regular channels and through our virtual office for shareholders from the Shareholder Information Service. We follow the latest news on the company through our monthly newsletter, the magazine, our monthly report, and our Twitter channel. In CaixaBank, we continue working to offer the best shareholder experience from responsibility, transparency, and proximity. Thank you for your trust.

CaixaBank ha llevado a cabo durante 2018 diferentes iniciativas con el objetivo de fomentar la transparencia y la proximidad con sus accionistas, como los 17 encuentros corporativos que este año han llegado por primera vez a las oficinas Store de CaixaBank, o los 23 eventos culturales y de ocio con los que premiamos la confianza de nuestros accionistas. Este año hemos formado a través del programa AULA a más de 1,600 accionistas en diversos temas sobre economía y finanzas. Con este objetivo, también hemos puesto en marcha un nuevo programa de webinars AULA para acercar la cultura financiera a todos nuestros accionistas. En este empeño, hemos lanzado un nuevo cómic formativo para explicar a nuestros accionistas más jóvenes el funcionamiento del mercado de valores. Además, CaixaBank sigue acercándose a sus accionistas mediante los canales habituales de atención y a través de nuestra premiada oficina virtual del accionista.

Desde el servicio de información al accionista, seguimos las últimas novedades sobre la acción y la compañía a través de nuestra newsletter mensual, la revista Accionistas, los informes semanales de la acción o nuestro pionero canal de Twitter. En CaixaBank seguimos trabajando para ofrecer la mejor experiencia de accionista desde la responsabilidad, la transparencia y la proximidad. Gracias por su confianza. CaixaBank ha llevado a cabo durante 2018 diferentes iniciativas con el objetivo de fomentar la transparencia y la proximidad con sus accionistas, como los 17 encuentros corporativos que este año han llegado por primera vez a las oficinas Store de CaixaBank, o los 23 eventos culturales y de ocio con los que premiamos la confianza de nuestros accionistas. Este año hemos formado a través del programa AULA a más de 1,600 accionistas en diversos temas sobre economía y finanzas.

Con este objetivo, también hemos puesto en marcha un nuevo programa de webinars AULA para acercar la cultura financiera a todos nuestros accionistas. En este empeño, hemos lanzado un nuevo cómic formativo para explicar a nuestros accionistas más jóvenes el funcionamiento del mercado de valores. Además, CaixaBank sigue acercándose a sus accionistas mediante los canales habituales de atención y a través de nuestra premiada oficina virtual del accionista. Desde el servicio de información al accionista, seguimos las últimas novedades sobre la acción y la compañía a través de nuestra newsletter mensual, la revista Accionistas, los informes semanales de la acción o nuestro pionero canal de Twitter. En CaixaBank seguimos trabajando para ofrecer la mejor experiencia de accionista desde la responsabilidad, la transparencia y la proximidad. Gracias por su confianza.

CaixaBank ha llevado a cabo durante 2018 diferentes iniciativas con el objetivo de fomentar la transparencia y la proximidad con sus accionistas, como los 17 encuentros corporativos que este año han llegado por primera vez. Sí, ya disponemos de las votaciones.

We already have the voting. Mr.