CaixaBank S.A. - Tender Offer (ES) - Launch

CaixaBank Tender Offer - EUR 1,000,000,000 Perpetual Non-Cumulative Contingent Convertible Additional Tier 1 Preferred Securities (ISIN: ES0840609004)

03 JANUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Caixa Bank

Further to the inside information communication made on 3 January 2024 (registered under number 2074) announcing the invitation by CaixaBank, S.A. (the "Issuer") to holders (the "Holders") of its outstanding (EUR 1,000,000,000 Perpetual Non-Cumulative Contingent Convertible Additional Tier 1 Preferred Securities (ISIN: ES0840609004; the "Preferred Securities"), to tender such Preferred Securities for purchase by the Issuer for cash up to a maximum aggregate principal amount expected to be equal to the aggregate principal amount of the New Preferred Securities (the "Maximum Acceptance Amount") (the "Offer"), the Issuer announces that, following today's successful pricing of the New Preferred Securities for an aggregate principal amount of EUR 750,000,000, the Maximum Acceptance Amount in relation to the Offer is EUR 750,000,000 (equal to the aggregate principal amount of the New Preferred Securities). The Issuer reserves the right to increase or decrease the Maximum Acceptance Amount, in its sole and absolute discretion, except as required by applicable law and regulations. In any event, the Issuer will announce the aggregate principal amount of the Preferred Securities tendered which the Issuer expects to accept for purchase pursuant to the Offer upon receipt of the relevant Iberclear Instructions prior to the Market Deadline in the announcement of the results of the Offer. Such aggregate principal amount may be lower than the Maximum Acceptance Amount.

The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 January 2024 (the "Tender Offer Memorandum") and is subject to the offer restrictions more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from the Tender Agent, whose contact details are set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

Citigroup Global Markets Europe AG is acting as the Structuring Advisor and Dealer Manager, BNP Paribas, CaixaBank, S.A., Morgan Stanley Europe SE and Société Générale are acting as Dealer Managers and Kroll Issuer Services Limited is acting as Tender Agent."

...