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Amendments to Articles of Incorporation or

(a) Effective October 5, 2015, the Board of Directors (the Board) of Capital One Financial Corporation (the Company) amended the Companys Amended and Restated Bylaws (the Bylaws) to implement proxy access, a means for an eligible stockholder or group of stockholders who comply with the requirements set forth in the Bylaws to include stockholder-nominated director candidates in the Companys proxy materials for annual meetings of stockholders.

The amendment to Section 2.7(B) of the Bylaws permits up to 20 stockholders owning 3% or more of the Companys outstanding common shares of voting stock continuously for at least three years to nominate and include in the Companys proxy materials director candidates constituting up to two individuals or 20% of...