SUPPLEMENT DATED 31 MARCH 2017 TO THE BASE PROSPECTUS DATED 22 DECEMBER 2016 BPE FINANCIACIONES, S.A. and BANCO POPULAR ESPAÑOL, S.A.

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1 SUPPLEMENT DATED 31 MARCH 2017 TO THE BASE PROSPECTUS DATED 22 DECEMBER 2016 BPE FINANCIACIONES, S.A. (incorporated with limited liability under the laws of the Kingdom of ) and BANCO POPULAR ESPAÑOL, S.A. (incorporated with limited liability under the laws of the Kingdom of ) 5,000,000,000 Euro Medium Term Note Programme guaranteed as to Notes issued by BPE Financiaciones, S.A. by BANCO POPULAR ESPAÑOL, S.A. (incorporated with limited liability under the laws of the Kingdom of ) This Supplement (the Supplement, defined as such pursuant to Article 16 of the Prospectus Directive 2003/71/EC) to the Base Prospectus dated December 22, 2016 as supplemented on March 7, 2017 (the Base Prospectus ) has been approved by the Central Bank of Ireland (the Central Bank ) as competent authority under the Prospectus Directive 2003/71/EC (the Prospectus Directive ) and is prepared in connection with the 5,000,000,000 Euro Medium Term Note Programme established by BPE Financiaciones, S.A. ("BPEF") and ("Banco Popular" or the "Bank" and together with BPEF the "Issuers" and each an "Issuer"). The Central Bank only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC, article 16. Terms defined in the Base Prospectus have the same meanings when used in this Supplement. The payment of all amounts due in respect of the Notes issued by BPEF will be unconditionally and irrevocably guaranteed by Banco Popular. The aggregate principal amount of Notes outstanding and guaranteed will not at any time exceed 5,000,000,000 (or the equivalent in other currencies). This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus approved by the Central Bank of Ireland and any other supplements to the Base Prospectus issued by the Issuers. The Issuers accept responsibility for the information contained in this Supplement and declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

2 Purpose of the Supplement The purpose of this Supplement is to (a) update the information contained in the Base Prospectus regarding the ratings assigned to the Bank by Standard & Poor's Credit Market Services Europe Limited ("S&P"), Fitch Ratings España, S.A.U. ("Fitch"), Moody's Investors Service ("Moody's") and DBRS Ratings Limited ("DBRS") and to (b) update certain paragraphs contained in the Base Prospectus and which are related to those ratings. UPDATE OF THE INFORMATION REGARDING THE RATINGS ASSIGNED BY THE RAGING AGENCIES TO THE BANK (i) The following paragraph appearing on the cover page of the Base Prospectus is hereby deleted in its entirety: Banco Popular has been assigned a rating of "B+ (positive outlook)" by Standard & Poor's Credit Market Services Europe Limited ("S&P"), "BB- (positive outlook)" by Fitch Ratings España, S.A.U. ("Fitch"), "Ba2 (stable outlook)" by Moody's Investors Service España, S.A. ("Moody's") and "BBB (high) (stable outlook)" by DBRS Ratings Limited ("DBRS"). and replaced as follows: Banco Popular has been assigned a rating of "B+ (stable outlook)" by Standard & Poor's Credit Market Services Europe Limited ("S&P"), "B+ (evolving outlook)" by Fitch Ratings España, S.A.U. ("Fitch"), "Ba2 (negative outlook)" by Moody's Investors Service España, S.A. ("Moody's") and "BBB (negative outlook)" by DBRS Ratings Limited. ("DBRS"). (ii) The following table appearing on page 22 of the Base Prospectus is hereby deleted in its entirety: Agency Moody s *Ba2 NP b1 Positive S&P B+ B b Positive Fitch BB- B bb- Positive DBRS BBB (high) R1 (low) BBB (High) Stable *Moody's rating for the Long Term Deposits Rating is Ba1 and replaced as follows: Agency Moody s *Ba2 NP b1 Negative 2

3 Agency S&P B+ B b Stable Fitch B+ B b+ Evolving DBRS BBB R2 (high) BBB Negative *Moody's rating for the Long Term Deposits Rating is Ba1 Save as disclosed in this Supplement and any other supplements to the Base Prospectus issued by the Issuers, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. THE ISSUERS BPE Financiaciones, S.A. José Ortega y Gasset, 29 Calle Velázquez, Madrid Madrid THE GUARANTOR Velázquez, Madrid ARRANGER AND DEALER Barclays Bank PLC 5 The North Colonnade London E14 4BB, DEALERS Banco Bilbao Vizcaya Argentaria, S.A. Ciudad BBVA Edificio Asia c/sauceda, Madrid Banco Santander, S.A. Gran Vía de Hortaleza, 3 Edificio Pedreña Madrid Velázquez, Madrid Barclays Bank PLC 5 The North Colonnade London E14 4BB 3

4 BNP Paribas 10 Harewood Avenue London NW1 6AA Commerzbank Aktiengesellschaft Kaiserstraße 16 (Kaiserplatz) Frankfurt Am Main Germany Credit Suisse Securities (Europe) Limited One Cabot Square London, E14 4QJ Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB Citigroup Global Markets Limited Citigroup Centre Canada Square London, E14 5LB Crédit Agricole Corporate and Investment Bank 12, Place des Etats-Unis CS MONTROUGE CEDEX Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB HSBC Bank plc 8 Canada Square London, E14 5HQ ING Bank N.V. Foppingadreef BD Amsterdam The Netherlands Merrill Lynch International 2 King Edward Street London EC1A 1HQ J.P. Morgan Securities plc 25 Bank Street London E14 5JP Morgan Stanley & Co. International plc 25 Cabot Square London E14 4QA Natixis 30 avenue Pierre Mendès Paris Société Générale 29 boulevard Haussmann Paris UBS Limited 5 Broadgate London EC2M 2QS Nomura International plc 1 Angel Lane London EC4R 3AB The Royal Bank of Scotland plc (trading as NatWest Markets) 250 Bishopsgate London EC2M 4AA UniCredit Bank AG Arabellastrasse Munich Germany 4

5 FISCAL AGENT, PAYING AGENT, CALCULATION AGENT AND TRANSFER AGENT The Bank of New York Mellon, London Branch One Canada Square London E14 5AL REGISTRAR AND TRANSFER AGENT The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building Polaris-2-4 rue Eugène Ruppert L-2453 Luxembourg IRISH LISTING AGENT The Bank of New York Mellon SA/NV, Dublin Branch The Bank of New York Mellon SA/NV, Dublin Branch Riverside II, Sir John Rogerson's Quay Grand Canal Dock, Dublin 2, Ireland AUDITORS TO THE ISSUERS PricewaterhouseCoopers Auditores, S.L. Paseo de la Castellana, 259-B Madrid 5