CaixaBank S A : Instructions for proxy and remote voting prior to the General Meeting

INSTRUCTIONS FOR PROXY AND REMOTE VOTING PRIOR TO THE GENERAL MEETING

Board of Directors - 16 February 2023

Instructions for proxy and remote voting prior to the General Meeting

The Board of Directors of CAIXABANK, S.A. (hereinafter referred to as "CaixaBank" or the "Company"), at its meeting held on 16 February 2023, according article 24 of the by-laws and articles 10 and 19 of the Regulations of the Annual General Meeting, resolved to accept electronic voting and proxy appointment, establishing the methods and rules for implementing proxy appointment and vote casting by remote communication means ahead of the Annual General Meeting.

Proxy appointment by remote communication means

In accordance with Article 24 of the Company By-laws and Article 10 of the Rules of the General Shareholders' Meeting, proxy appointment for any type of General Meeting, including, where the case may be, the voting instructions, may be made by the shareholder by electronic means, post or any other remote communication means, provided the identity of both the proxy and principal is duly proven, together with the security of the communication in the case of electronic communications.

The following remote voting methods are accepted:

By electronic means

Electronic proxy appointment is to be made via the Company's website (www.CaixaBank.com), following the instructions given in the section "Annual General Shareholders' Meeting 2023". To prove their identity, shareholders wishing to appoint a proxy electronically must be in possession of a Spanish electronic identity card (DNIe) or a qualified and in force electronic certificate issued by the Spanish Public Certification Entity (CERES), belonging to the Fábrica Nacional de Moneda y Timbre. Users of the CaixaBankNow digital banking service must be in possession of their personal passwords.

By post

To appoint a proxy by post, shareholders must fill in and sign the "Proxy Card" issued by the Company or entity in which their shares are deposited. It is informed that the Company has decided to send the shareholders cards which they may use to appoint a proxy. However, if they cannot obtain this card for any reason, the proxy card form is available on the Company's website (www.CaixaBank.com).

Once completed and signed, the proxy card may be delivered to any of our branches or sent by post to Apartado de Correos 281, 08080 Barcelona or to the Company's registered office at calle Pintor Sorolla 2-4, 46002 Valencia, bearing the words CaixaBank, S.A. - 2023 Ordinary Annual General Meeting. Duly filled in and signed cards may also be delivered in person at the entity at which the shares of the shareholder in question are deposited, so that in such cases the card may be sent to the Company appropriately and in good time.

Voting by remote communication means prior to the General Meeting

In accordance with Article 24 of the Company By-laws and Article 19 of the Rules of the General Meeting, shareholders may cast their vote on the motions for resolution submitted to the General Meeting by post or via electronic means.

By electronic means

Voting by electronic communication must be carried out through the Company's corporate website (www.CaixaBank.com), following the rules and instructions contained in the "2023 Ordinary Annual General Meeting" section. In order to guarantee their identity, shareholders

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Instructions for proxy and remote voting prior to the General Meeting

who wish to vote by means of electronic communication must have an electronic National Identity Document (DNIe) or a qualified and in force electronic certificate issued by the Spanish Public Certification Entity (CERES), dependent on the Fábrica Nacional de Moneda y Timbre or, in the case of users of the CaixaBankNow digital banking service, be in possession of their personalised passwords.

By post

To vote by post, shareholders must fill in and sign the "Remote Voting Card" issued by the Company or entity in which their shares are deposited. It is informed that the Company has decided to send the shareholders cards which they may use to vote remotely. However, if they cannot obtain this card for any reason, the remote voting card form is available on the Company's website (www.CaixaBank.com).

Once completed and signed, the remote voting card may be delivered to any of our branches or sent by post to Apartado de Correos 281, 08080 Barcelona or to the Company's registered office at calle Pintor Sorolla 2-4, 46002 Valencia, bearing the words CaixaBank, S.A. - 2023 Ordinary Annual General Meeting. Duly filled in and signed cards may also be delivered in person at the entity at which the shares of the shareholder in question are deposited, so that in such cases the card may be sent to the Company appropriately and in good time.

Rules for remote voting and proxy appointment ahead of the General Meeting

Availability of electronic means

• The services for voting and granting proxies electronically will be available to shareholders from 28 February 2023.

Deadline for receipt

• Votes and proxies cast by remote means of communication must be received by the Company at least 48 hours ahead of the start time of the General Meeting at first call, i.e. by 28 March 2023 at 11:00 a.m.

Attendance and identification of proxies on the day of the General Meeting

• To attend the General Meeting in person or remotely via telematic connection, the representative must hold and/or represent one or more shareholders together holding a minimum of one thousand (1,000) shares.
• At the time and place of the General Meeting, appointed proxies must provide proof of their identity by showing their National Identity Card or other official document generally accepted for these purposes.
• In order for the proxy to be able to attend the General Meeting remotely via telematic connection, he or she must meet the identification and registration requirements set out in the Instructions on Telematic Attendance at the Annual General Meeting, as approved by the Board of Directors and posted on the Company's corporate website
  (www.CaixaBank.com).

Proxy notification

• Shareholders appointing a proxy must notify the proxy of his/her appointment.

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Instructions for proxy and remote voting prior to the General Meeting

• If the person appointed as a proxy is the Chairman or the person chairing the General Meeting, a Director, the Secretary or the First Deputy Secretary of the Board of Directors, the proxy notification will be considered to have been made when the document containing this notification is received by the Company.
• In case of any conflict of interest situations, the Corporate Enterprises Act, the Company By-laws, the Regulations of the Annual General Meeting and in these instructions will apply, the same being the case for proxy appointment.

Rules for priority between proxy voting, remote voting and attendance of the General Meeting

• Shareholders casting their vote remotely, either by post or electronically, ahead of the General Meeting shall be deemed to be in attendance for purposes of quorum at the General Meeting.
• If more than one proxy is appointed by a shareholder with regard to the same shares, only the last proxy to be appointed will be valid, regardless of the means of proxy appointment used. If the date of appointment is unknown, preference will be given to the last one received by the Company.
• If more than one vote is cast by a shareholder ahead of the General Meeting with regard to the same shares, only the last vote to be cast will be valid, regardless of the means by which it was cast. If the date of voting is unknown, preference will be given to the last vote received by the Company.
• Votes cast remotely ahead of the General Meeting regardless of the means by which they were cast, shall render null and void any electronic or written proxy appointment, whether previous (in which case it will be considered cancelled) or subsequent (in which case it will not be recognised).
• Personal attendance at the General Meeting (whether physically or remotely via telematic connection) by a shareholder who has previously appointed a proxy or cast a vote remotely will render the said vote or proxy appointment null and void.

Revocation of electronic proxy appointment ahead of the General Meeting

• Proxy appointments made ahead of the Annual General Meeting may be revoked by express annulment by the shareholder.

Validity of proxy appointment and remote voting ahead of the General Meeting

• The validity of proxy appointments made and votes cast remotely ahead of the General Meeting is subject to proof being provided of the shares held. If there is any difference between the number of shares notified by the shareholder and the number of which the Company is aware via the data in the Register of Shareholders received from IBERCLEAR, the lower of the two numbers will be considered valid for purposes of quorum and voting.
• Both proxy appointments and remote votes cast shall be null and void if the Company becomes aware of the disposal of the shares before the date on which the General Meeting is held on first call.

Filling in proxy and distance voting cards prior to the General Meeting

• The Chairman of the General Meeting, or the Secretary of the General Meeting on delegation by the former, will answer any queries regarding the validity and effectiveness

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Instructions for proxy and remote voting prior to the General Meeting

of the proxy appointment and remote voting documents received, endeavouring to resolve any shortcomings in the same, wherever possible.

• If CaixaBank or the Board of Directors are appointed as proxy or if the proxy's name is left blank or includes the name of the shareholder as a delegated person, the Chairman of the General Meeting will be considered to have been appointed as proxy.
• In the event that the Chairman of the General Meeting has been appointed as proxy or the proxy is deemed to be conferred in his/her favour in accordance with the above indications, and he/she is in a situation of conflict of interest in relation to the voting on any proposal, provided that no precise voting instructions have been issued, the proxy shall be assigned, jointly and severally and successively, to the Secretary of the General Meeting and secondly, to the First Deputy Secretary of the Board of Directors.
• If the conflict of interest should arise with regard to voting a motion that is not on the agenda, the proxy appointment shall be made solely and exclusively with regard to the vote cast on this new motion.
• In the absence of precise voting instructions, if the proxy is a member of the Board of Directors, he/she shall vote in favour of the resolutions proposed by the Board of Directors or of the proposals adopted by the Board of Directors and in the sense that he/she deems appropriate when voting on items not included in the agenda or on proposals not assumed by the Board of Directors. This same voting rule shall apply in the event that a proxy has been delegated to the Secretary of the Board or the First Deputy Secretary of the Board, and precise voting instructions have not been indicated.
• If a shareholder signs and sends the attendance card and the proxy card, a proxy appointment will be considered to have been made.
• If a shareholder signs and sends the attendance card and the remote voting card it will be considered that the shareholder has voted, unless the vote is invalid, in which case it will be considered that the shareholder has made a proxy appointment, if the proxy appointment meets the necessary requirements.
• If the Company is aware that the signed proxy and remote voting cards or the signed attendance, proxy and remote voting cards have been received simultaneously, it will be considered that the shareholder has cast a remote vote, if the voting intention for all or some of the agenda items has been indicated. If the voting intention is not indicated or if the vote is invalid, the proxy appointment will be considered valid, providing it meets the necessary requirements.
• If the remote voting card is signed and submitted with no voting intention indicated for all or some of the agenda items, in the case of the agenda items left blank it will be considered that the shareholder has voted in favour of the motions of the Board of Directors, taking the voting to refer to the motions made public by the Board of Directors on making the call for General Meeting.
• If the card is not signed it will be rendered null and void.
• If there are reasonable doubts as to the identity of the signatory of the card or the will of the shareholder and the above criteria do not apply, CaixaBank will cancel the card.

Information about conflicts of interest

It is reported that all the members of the Board of Directors are in a situation of conflict of interest in relation to items 7, 8 and 12 of the Agenda. In addition, Cristina Garmendia Mendizábal and María Amparo Moraleda Martínez are in a situation of conflict of interest in relation to items 6.2 and 6.3 of the Agenda, respectively; José Ignacio Goirigolzarri Tellaeche in

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