Corporate government and remunerations policies

Board of Directors

Since it is a financial institution, Bankinter is subject to the restrictions established by Law 10/014 of 26 June on the Organisation, Supervision and Solvency of Credit Institutions concerning the number of boards on which its directors may serve. Bankinter has included this restriction in its Board of Directors Regulations. Moreover, the Board of Directors of Bankinter, regarding the Appointments and Corporate Governance Committee, approved a policy on incompatibilities and restrictions for the senior officers and other executives of Bankinter. Board members may not hold at the same time more positions as provided for in one of the following combinations: i) an executive position together with two non-executive positions, or ii) four non-executive positions. Executive positions shall be understood as those that perform managerial functions whatever the legal relationship attributed to them by these functions. For this purpose, the executive or non-executive positions held within the same group, as well as those held in commercial companies in which Bankinter is a major shareholder, among other things, is counted as a single position. Moreover, the positions held in non-profit or non-commercial organisations or entities will not be counted as part of the maximum number.

Policy on incompatibilities and restrictions for the senior officers of Bankinter

The Boards of Directors has maximum resonsability for the eventity´s direction and managment, having controlling power over the executive team. The composition of the Board of Directors of Bankinter S.A., is as follows:

Position
Board member
Category of director
APPOINTMENT FIRST
MOST RECENT RE-ELECTION
Next re-election
Total % of voting rights held by members of the board of directors
5,874
Total % of voting rights represented on the Board of Directors
29,064

(2) They represent on Bankinter's Board of Directors the significant shareholder CARTIVAL, with a 23.190% stake in Bankinter's share capital, which does not directly hold the status of director. Alfonso Botín-Sanz de Sautuola y Naveda is executive Vice-chairman of Bankinter and Chairman of Executive Committee.

(3) On 4 March 2011, the proprietary director of Bankinter, Fernando Masaveu Herrero, announced that he controlled the voting rights of the Bankinter shares held by the various companies of the Masaveu Group, including Corporación Masaveu, S.A.. This information was disclosed by the director purely for good governance purposes and in order to comply with prevailing legislation concerning transparency of information at listed companies, and does not entail any change of ownership or assignment of rights.