Common use of INFORMATION FLOWS Clause in Contracts

INFORMATION FLOWS. 6.1 In that “la Caixa”, in accordance with Article 5 of Royal Decree-Act 5/2010, of 3 August, and Article 3.4 of the reworded text of the Savings Banks of Catalonia Act, of 11 March 2008, carries on its financial activities indirectly through CaixaBank, the latter shall make available to “la Caixa” all its information, in its entirety and without restriction, so that it may have complete awareness of its situation and activities and the manner in which the latter are being carried on. 6.2 So that “la Caixa” and, insofar as is necessary, CaixaBank, may carry out their planning and management control functions and punctually comply with their duties as regulated entities, each of them undertakes to supply to the other, subject to availability, the information required for the other to comply with their legal duties, which include (amongst others): (a) drawing up their financial statements, both individual and consolidated; (b) meeting their periodic reporting duties before Bank of Spain (in particular the forwarding of their official monthly, quarterly and annual particular statements), the CNMV and other regulatory authorities; (c) performing detailed monitoring of their capital and reserves, investment and leverage ratios and solvency margins; (d) carrying out its risk analyses and complying with the terms of legislation on financial conglomerates; and (e) carrying out analysis and monitoring of tax matters. 6.3 “la Caixa” and CaixaBank reciprocally undertake to collaborate so that both may supply rating agencies and institutional investors with the information on portfolio developments required for establishing their respective risks. 6.4 Similarly, CaixaBank undertakes to make available to “la Caixa” whatever information is required so that “la Caixa” may comply with current and future solvency regulations (arising from Basel III or others). In particular, CaixaBank undertakes to make available to “la Caixa”, within legal limits and in advance, sufficient information so that the “la Caixa” Investments Committee may carry out the analysis referred to in Clause 2.2 above. 6.5 Each of the Parties undertakes to the other: (a) that the information received as a consequence of compliance with the provision s of this Clause 6 shall be used solely and exclusively for the purposes for which it has been gathered; (b) to establish the measures required to prevent the flow of “insider information” regarding the “la Caixa” and the “la Caixa” Group Companies, or CaixaBank and the CaixaBank Group Companies, as the case may be, between their different departments, such that knowledge of the information is strictly limited to those areas and persons (including, where applicable, external advisors) for whom they are strictly necessary; (c) that the persons referred to in the preceding paragraph are subject, where applicable, to the Internal Conduct Regulations of “la Caixa” and of CaixaBank, as applicable, and of their developing circulars; and (d) to establish security measures over the custody, access to, reproduction and distribution of the information. 6.6 Both “la Caixa” and CaixaBank shall implement the measures required to diligently comply with their information undertakings, establishing to this end measures to permit the stipulated flows of information, whilst respecting in all cases their confidentiality undertakings. 6.7 The Parties hereby declare that they have entered into a tax consolidation agreement which specifically governs their relations in the field of taxation and, in particular, with regard to the tax consolidation system governed in Title VII Chapter VII of Royal Legislative Decree 4/2004, of 5 March, which approves the reworded text of the Corporate Income Tax Act and to the establishment of the consolidated group tax base in accordance with Royal Decree 1159/2010, of 17 September, which approves the regulations for drawing up consolidated annual accounts and which modifies the General Chart of Accounts approved by Royal Decree 1514/2007, of 16 November 2007 and the General Chart of Accounts for Small and Medium-Sized Enterprises approved by Royal Decree 1515/2007, of 16 November 2007.