AGENDA ITEM ONE. The proposed distribution of 2012 profits earned by Banco Popular Español as shown in the 2012 Annual Report is as follows: Euros

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1 Proposed resolutions that the Board of Directors of Banco Popular Español, S.A. submits to the Ordinary General Shareholders' Meeting to be held in Madrid on 9 June 2013 on first call or on 10 June 2013 on second call. AGENDA ITEM ONE Approval of the Annual Accounts (balance sheet, income statement, statement of change in equity, cash flow statement and notes to the financial statements) and the Directors Report of Banco Popular Español, S.A. and its consolidated Group, as well as the proposed application of results and the directors performance for fiscal year Approval of the Annual Accounts (balance sheet, income statement, statement of change in equity, cash flow statement and notes to the financial statements) and the Management Report of Banco Popular Español, S.A. and its consolidated Group, as well as the proposed application of results and the directors performance for fiscal year The individual and consolidated annual accounts and the management report for fiscal year 2012, formulated by the Board of Directors at its meeting on 27 February 2013, are contained in the individual and consolidated annual reports, respectively. The proposed distribution of 2012 profits earned by Banco Popular Español as shown in the 2012 Annual Report is as follows: Euros Distribution: Statutory reserves.. Voluntary and other reserves ( ,03) Active dividends Interim dividends paid Unpaid dividends Distributed profits ( ,03) FY profits ( ,03) 1

2 AGENDA ITEM TWO Ratification and re-election of Directors. 2.1 Ratification of Francisco Gómez Martín, initially appointed by cooptation, as Executive Director. On the recommendation of the Appointments, Remuneration, Corporate Governance and Conflict of Interest Committee, which was accepted by the Board of Directors, appointment of Francisco Gómez Martin as Executive Director for the bylawmandated term of four years, following initial appointment through co-optation mechanism by the Board of Directors. 2.2 Ratification of Jorge Oroviogoicoechea Ortega, initially appointed by co-optation, as Independent Director. On the recommendation of the Appointments, Remuneration, Corporate Governance and Conflict of Interest Committee, which was accepted by the Board of Directors, ratification of Jorge Oroviogoicoechea Ortega as Independent Director for the bylawmandated term of four years, following initial appointment through co-optation mechanism by the Board of Directors. 2.3 Re-election of Américo Ferreira de Amorim as Proprietary Director. On the recommendation of the Appointments, Remuneration, Corporate Governance and Conflict of Interest Committee, which was accepted by the Board of Directors, appointment of Américo Ferreira de Amorim as a Proprietary Director. AGENDA ITEM THREE Re-election of the auditing firm in charge of auditing the Bank s individual and consolidated financial statements. Pursuant to the proposal put forward by the Audit and Control Committee and assumed by the Board of Directors and according to the terms of article of the Corporate Enterprises Act, it is proposed that PricewaterhouseCoopers Auditores, S.L. be re-elected as the auditors of the Bank s individual and consolidated financial statements for one year. 2

3 AGENDA ITEM FOUR Reduction of share capital and aggregation and cancellation of shares comprising share capital for exchange for newly-issued shares. 4.1 Reduction of share capital by thirty cents ( 0.30) through the amortisation of three (3) shares from the stock of treasury shares, each with a nominal value of ten cents ( 0.10), to increase legal reserves. Amendment of the Last Article of the Bylaws and delegation of powers to the Board of Directors or by substitution to the Executive Committee. Reduction of share capital by thirty cents ( 0.30), that is, from its current figure of 856,735, euros to 856,735,517 euros through the amortisation of three (3) shares from the stock of treasury shares, each with a par value of ten cents ( 0.10). The reduction of share capital is justified by the technical need of enabling the aggregation of shares arising from the contrasplit referred to in the proposed resolution submitted to this Ordinary General Shareholders' Meeting under 4.2 below. As the amortised shares will come from the stock of treasury shares in order to increase the legal reserve, pursuant to Article 335.b) of the Corporate Enterprises Act, the creditors of Banco Popular Español, S.A. shall have no right of opposition. After the execution of the share capital reduction, the Last Article of the Bylaws shall be amended to henceforth read as follows: Last Article.- The capital stands at EIGHT HUNDRED AND FIFTY-SIX MILLION, SEVEN HUNDRED THIRTY- FIVE THOUSAND, FIVE HUNDRED SEVENTEEN EUROS (856,735, ) represented by eight billion five hundred sixty-seven million, three hundred fifty-five thousand, one hundred and seventy shares (8,567,355,170), registered by accounting entry since 14 December The shareholders equity has been fully disbursed. Without prejudice to any other powers it may have, it is hereby resolved to delegate to the Board of Directors, to the full extent allowed by law, and with the authority to sub-delegate to the Executive Committee, the Chief Executive Officer, or to such persons as the latter may think fit, all such powers as are conferred on it expressly under this resolution and the power to set all terms and conditions not expressly provided for under this resolution, and to perform all steps and formalities as may be necessary or merely expedient to achieve the performance and successful completion of the capital reduction, and, in particular, by way of illustration only, the following: (i) perform any step or formality or make any statement, and draw up, sign and submit any document or disclosure, as may be necessary, before the CNMV, securities exchange management entities, the Sociedad de Bolsas, the 3

4 Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear), the Banco de España [Spain's central bank], the Ministry of Economy and Competitiveness or any other entity, authority, or competent public or private registry, whether domestic or foreign, to carry out all actions necessary to meet the requirements of the Spanish Corporate Enterprises Act, the Spanish Securities Market Act, the Spanish Royal Decree on Book Entries and other applicable regulations; (ii) to appear before a notary of its choice and execute as a notarial act the resolution to modify the par value of the shares, and to take all necessary steps and approve and enter into all such public and private instruments as may be necessary or expedient for the full effectiveness of the resolution in any of its respects or contents, and, in particular, to rectify, clarify, construe, complete, further specify or delimit, as the case may be, the resolution here adopted, and, in particular, to rectify any defects, omissions or errors that may be found in the oral or written characterization issued by the Companies Register. (iii) draw up and publish any public announcements as may be necessary or expedient. The amendments to the Bylaws arising from these resolutions are subject to the condition precedent of administrative authorisation on the terms envisaged by Royal Decree 1245/1995 of 14 July, save where such authorisation is not required pursuant to Article 8 of said Royal Decree. 4.2 Aggregation and cancellation of shares comprising share capital for exchange for newly-issued shares, in a ratio of one new shares for each five pre-existing shares, increasing the nominal value of the shares from ten cents ( 0.10) to fifty cents ( 0.50), without changing the amount of the share capital but with the consequent reduction in the number of shares representing the share capital in circulation. Amendment of article 5 and the Last Article of the Bylaws and the admission to trading of the new shares on the stock exchanges where the Bank's shares are listed. Delegation of powers to the Board of Directors, or by substitution to the Executive Committee. 1.- Aggregation and exchange of shares. Aggregation and cancellation of eight billion, five hundred and sixty-seven million, three hundred and fifty-five thousand, one hundred and seventy (8,567,355,170) shares that will comprise the share capital following approval and execution of the reduction in share capital pursuant to point 4.1 of the agenda of this Shareholders' Meeting for exchange for one billion, seven hundred and thirteen million, four hundred and seventy one, thirty-four (1,713,471,034) newly-issued shares, in a ratio of one new share for each five pre-existing shares, increasing the par value of the shares from ten cents ( 0.10) to fifty cents ( 0.50), without changing the amount of the share capital but with the consequent reduction in the number of shares representing the share capital in circulation. 4

5 The new shares will be represented by account entries. Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) and its participating entities are responsible for maintaining the accounting records for these shares 2.- Procedure for exchange of shares. Shareholders of Banco Popular will receive a new share of a par value of fifty cents ( 0.50) each, for every five (5) old shares of ten cents ( 0.10) of par value each, where the shares in circulation currently comprising the share capital shall have a par value of ten cents ( 0.10 ) each, aggregated and exchanged for their exchange for newly-issued shares of fifty cents ( 0.50) each, represented by account entries. The exchange shall be executed from the date indicated in the notices to be published in the "Boletín Oficial del Registro Mercantil" [Official Gazette of the Companies Register], a nationally distributed daily newspaper and, if required, in the official price listings of Spanish stock exchanges. Shareholders of record of Banco Popular, listed as such at the close of the business day immediately preceding the trading day of the aggregation according to the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación, S.A. (IBERCLEAR) and its participating entities shall be entitled to one new share for every five old shares. The exchange shall be executed through participating entities in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR) that are depositaries of the same, in accordance with the procedures established for the regime of account entries, pursuant to Royal Decree 116/1992, of 14 February. 3.- Treatment of share fractions. Shareholders who possess a number of shares that is not a multiple of five (5) following the exchange may choose one of the following options: i) purchasing or transferring the shares necessary to compete a number that is a multiple of the ratio established in the exchange relationship, or ii) aggregate among themselves to exchange current shares in circulation for new shares to be issued. If, at the close of trading on the day prior to that on which the share exchange is to take effect, there were to remain shareholders with a number of shares that is not a multiple of that established in the exchange ratio (5), the Board of Directors shall be empowered to designate an agent of its choice, including the Bank itself, and to grant such entity a mandate to purchase such share fractions. The purchase price shall be the closing price on said day, where the sale shall have no cost for shareholders with such fractions, except the expenses and brokerage fees they may be charged by their respective depository institutions. The amount of the purchase of the share fractions shall be paid to the participating entities of Sociedad de Gestión de Sistemas de Registro, 5

6 Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR) and credited to the accounts of shareholders whose shares in the Company are deposited in such entities. Such payment shall be coordinated by an agent on the date indicated in the notice of execution of the transaction. 4.- Application for admission to trading on organized exchanges. It is resolved to apply for exclusion from listing on organised exchanges of the old shares, and admission to trading of the new shares in the stock exchanges of Madrid, Barcelona, Bilbao and Valencia, on which the old shares are listed, via the Sistema de Interconexión Bursátil ("Continuous Market") and on other exchanges in which the shares are traded, once the deed executing aggregation of shares currently in circulation and exchange for newly-issued shares with modification of shares' par value has been registered in the Companies Register, and to perform such formalities and take such steps as may be necessary, and submit such documents as may be required, before the bodies competent to admit to trading the new shares issued as a result of the share issue here resolved, with an express statement of Banco Popular being subject to such laws and regulations as exist or may be introduced in the matter of organized exchanges and, in particular, on trading and on continuity of and exclusion from listing on an exchange. It is expressly noted that, if a subsequent application is made to delist Banco Popular shares, such delisting will be carried out subject to the same applicable formalities, and the interests of shareholders dissenting from or not voting for the delisting resolution will be safeguarded in satisfaction of the requirements of the Corporate Enterprises Act and related statutory provisions, pursuant to the Securities Market Act 1988 and its implementing provisions in force from time to time. 5.- Amendment of the Bylaws. Once the reduction in share capital and aggregation and exchange of shares set out in points 4.1 and 4.2 have been executed, Article 5 and the Last Article of the Bylaws shall be amended to henceforth read as follows: Article 5. Share capital.- The share capital is composed of shares with a par value of FIFTY CENTS ( 0.10) each, all of the same class and series. Last Article.- The capital stands at EIGHT HUNDRED AND FIFTY-SIX MILLION, SEVEN HUNDRED THIRTY-FIVE THOUSAND, FIVE HUNDRED SEVENTEEN EUROS (856,735,517 ) represented by one billion, seven hundred and thirteen million, four hundred and seventy-one thousand and thirty four shares (1,713,471,034), registered by accounting entry since 14 December The shareholders' equity has been fully disbursed. 6.- Delegation of powers for execution. Without prejudice to any other powers it may have, it is hereby resolved to delegate to the Board of Directors, to the full extent allowed by law, and with the authority to sub-delegate to the Executive Committee, the Chief Executive Officer 6

7 or to such persons as the latter may think fit, all such powers as are conferred on it expressly under this resolution and the power to set all terms and conditions not expressly provided for under this resolution, in particular, to determine the date of the exchange of shares within a period no greater than six months following the adoption of the resolution by the Shareholders. In addition, an express power is given to the Board of Directors, with as broad a scope as law allows, and with attached authorities to sub-delegate to the Executive Committee, the Chief Executive Officer or to such persons as the latter thinks fit, and without prejudice to any existing delegations of powers or grants of authority, to perform all steps and formalities as may be necessary or merely expedient to achieve the performance and successful completion of the increase in shares' par value, and, in particular, by way of illustration only, the following: (iv) to perform any step or formality or make any statement, and draw up, sign and submit any document or disclosure, as may be necessary, before the CNMV, securities exchange management entities, the Sociedad de Bolsas, the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear), the Banco de España [Spain's central bank], the Ministry of Economy and Competitiveness or any other entity, authority, or competent public or private registry, whether domestic or foreign, to carry out all actions necessary to meet the requirements of the Spanish Corporate Enterprises Act, the Spanish Securities Market Act, the Spanish Royal Decree on Book Entries and other applicable regulations; (v) to perform any step or formality or make any statement, and draw up, sign and submit any document or disclosure, as may be necessary, for execution of the aggregation pursuant to this resolution; apply for admission to trading in the stock exchanges in which the pre-existing shares are currently listed and for inclusion in the Sistema de Interconexión Bursátil of the shares that are issued and for registration in Iberclear, and simultaneous exclusion of the old shares that are cancelled; establish the procedure for exchange of the shares in all matters not described in this resolution, determine the effective date of the aggregation; designate and grant a mandate to an agent to purchase fractions of shareholders that, as at the effective date of the aggregation are owners of a number of pre-existing shares that do not entitle them to receive a whole number of new shares in the exchange; and declare this share aggregation resolution to have been performed in full and, consequently, adapt the wording of Article 5 and the Last Article of the Bylaws in the terms approved by this Shareholders' Meeting. (vi) to appear before a notary of its choice and execute as a notarial act the resolution to modify the par value of the shares, and take all necessary steps and approve and enter into all such public and private instruments as may be necessary or expedient for the full effectiveness of the resolution in any of its respects or contents, and, in particular, rectify, clarify, construe, complete, further specify or delimit, as the case may be, the resolution here adopted, and, in particular, rectify any defects, omissions or errors that may be found in the oral or written characterization issued by the Companies Register. (vii) draw up and publish any public notices as may be necessary or expedient. 7

8 7.- Obtainment of relevant administrative authorizations The amendments to the Bylaws arising from these resolutions are subject to the condition precedent of administrative authorisation on the terms envisaged by Royal Decree 1245/1995 of 14 July, save where such authorisation is not required pursuant to Article 8 of said Royal Decree. AGENDA ITEM FIVE Delegation to the Board of Directors of the power to implement the resolution to increase the share capital to be passed by the Ordinary General Shareholders' Meeting, in accordance with the provisions of article a) of the Corporate Enterprises Act. 1. Scope. Pursuant to the terms of articles a) of the Corporate Enterprises Act, the Board of Directors shall have the widest powers to determine the date, within a period of one year following this Shareholders' Meeting, on which a capital increase of five hundred million euros ( 500,000,000) is to be carried out and any conditions of the capital increase not provided for in this resolution agreed in the same Ordinary General Shareholders' Meeting. Specifically, and by way of illustration, the Board of Directors shall have the power to determine if the capital increase is executed with the issue of new shares, with or without a premium, with or without voting rights, or by increasing the par value of existing shares by means of fresh cash contributions; determine the period for exercise of pre-emptive subscription rights when applicable in new share issues, freely offer unsubscribed shares in said period, determine that, in the event of incomplete subscription, capital would only increase by the amount of the subscriptions made and amend the article in the Bylaws on capital. The capital increase under this resolution shall be without effect if the Board of Directors fail to exercise the powers delegated to it within the period of one year allotted by the Shareholders' Meeting. 2. Delegation of powers Without prejudice to any other powers it may have, the Board of Directors is authorised to delegate to the Executive Committee the powers conferred under this resolution where possible. AGENDA ITEM SIX 8

9 Authorisation of the Board of Directors, in accordance with the provisions of Articles b), 311 and 506 of the Corporate Enterprises Act, to enable it to increase the share capital within no more than three years in one or several stages and by up to half of the share capital, vesting it with the power to waive the pre-emptive subscription right, and to re-draft the last article of the Bylaws. Invalidation of the unused portion of the authorisation granted by the Ordinary General Shareholders' Meeting on 20 December Authorisation of the Board of Directors, in accordance with the provisions of Articles b) and 506 of the Corporate Enterprises Act, and pursuant to Article of such act, to resolve in one or several stages to increase the share capital, at a time and up to an amount that it shall decide, in accordance with the following conditions: 1. Timeframe. The increase in share capital covered by the delegation of powers may be issued on one or more occasions within a maximum period of three years of the date of adoption of this resolution. 2. Maximum amount. The maximum total amount of the increase or increases resolved under this authorisation shall not exceed half of the share capital and they must be executed via cash contributions. 3. Scope. The authorisation for the increase in share capital shall be extended, in the broadest possible fashion as required by law, to the establishment and determination of the conditions pertaining to each of the increases that may be carried out pursuant to this resolution and to any necessary arrangements that must be made and the securing of any authorisations required by prevailing legislation. The Board of Directors shall have the task, in each increase of share capital, although the following is merely for purposes of illustration, of determining the amount and date of execution, the number of shares to issue, if it will be carried out via an increase in the par value of the existing shares or the issue of new ordinary, preferred or redeemable shares, with or without a premium, with or without voting rights, in accordance with the classes and types allowed by law and under the Bylaws. Authorisation to enable the Board of Directors, pursuant to the provisions of Article 506 of the Corporate Enterprises Act, to totally or partially exclude shareholders' preferential subscription rights, although this power shall be limited to capital increases carried out under the present delegation of powers up to a maximum of 20% of the share capital of the Bank following adoption of this resolution by the Shareholders' Meeting. 4. Incomplete increase To declare, in accordance with Article of the Corporate Enterprises Act, incomplete subscription of the capital increase, where capital shall be increased only by the amount of the subscriptions made, and to report when necessary, pursuant to Article 507 of the Corporate Enterprises Act, 9

10 said circumstance to the Comisión Nacional del Mercado de Valores (the Spanish securities market regulator, CNMV). 5. Amendment of the Bylaws. By means of this authorisation, the Board of Directors is empowered to amend the article in the Bylaws on share capital once the increase has been resolved and executed. 6. Admission to trading. It is agreed to apply for admission to trading for the new shares issued under this resolution in the Madrid, Barcelona, Bilbao and Valencia stock exchanges, via the Sistema de Interconexión Bursátil, and in other exchanges where the shares are traded. Likewise, to authorise the Board of Directors, with the power to delegate to the Executive Committee or to such persons as the latter deems fit, in the broadest terms allowed by law to request and obtain permission for the new share issued under this resolution to trade on official markets where shares are listed at the time of each capital increase, via the Sistema de Interconexión Bursátil or the relevant system, preparing, submitting and executing any documents and carrying out any acts that may be necessary or expedient towards this end. Pursuant to the Article 27 b) of the Regulation of Stock Exchanges approved by Decree 1506/1967, of 30 June, the company expressly states that it is subject to present and future regulations governing stock exchanges, and it is further expressly stated that, on the trading and on the continuity of and exclusion from listing on an exchange, in the event a subsequent application is filed for exclusion from listing of Bank shares, such exclusion shall be adopted with the same formalities referred to in said article, and the interests of shareholders dissenting from or not voting for the delisting resolution will be safeguarded in satisfaction of the requirements of the Corporate Enterprises Act and related statutory provisions, in accordance with the aforementioned Regulation of Stock Exchanges, the Securities Market Act and their implementing regulations. 7. Substitution of powers The Board of Directors is hereby authorised to delegate to the Executive Committee, pursuant to article of the Spanish Corporate Enterprises Act, the powers delegated to it in this resolution. 8. To invalidate the previous delegation of powers. Following the adoption of this resolution, to invalidate the unused portion of Resolution Six adopted by the Extraordinary General Shareholders' Meeting on 20 December

11 AGENDA ITEM SEVEN Execution of three capital increases charged to reserves: 7.1 Share capital increase by an amount that can be determined under the terms agreed through the issuance of new ordinary shares, with no share premium, each with the same nominal value, class and series as those currently in circulation. This will be charged to voluntary reserves from retained earnings and take the form of a bonus issue for shareholders. Offering to shareholders, where appropriate, the acquisition of their bonus allotment rights at a guaranteed price. Provision for this not being fully subscribed. Delegation of powers to the Board of Directors, or by substitution to the Executive Committee to: determine whether the share capital increase is to be executed (i) through offering newly issued shares or (ii) at the shareholder's choice, through newly issued shares or cash; set the terms and conditions for the increase in all aspects not covered at the General Meeting, take all action necessary to carry this out; adapt the wording of the last article in the Bylaws to accommodate the new share capital figure and apply for the admission to trading of the new shares on those stock exchanges where the Bank's shares are listed. In order to remunerate shareholders, and pursuant to Article a of the Corporate Enterprises Act, the Board of Directors shall have the widest powers to determine, within one year of this Shareholders' Meeting, if the increase in share capital to be carried out will be executed via the delivery of new fully-paid Bank shares (section ONE below), or to offer shareholders the choice of receiving either new fully-paid Bank shares or receiving an equivalent cash remuneration (Section TWO below) ONE. Capital increase in the form of newly issued, fully paid Bank shares. Share capital increase by an amount that can be determined under the terms agreed through the issuance of new ordinary shares of the same par value as shares in circulation at the time of execution, with no share premium, of the same class and series as those currently in circulation. This will be charged to voluntary reserves from retained earnings and take the form of a bonus issue for shareholders. Provision for this not being fully subscribed. To delegate powers to the Board of Directors, which may in turn delegate powers to the Executive Committee, to stipulate the terms and conditions of the capital increase in any matters not provided for by this General Meeting, to perform any acts required for the putting into practice of the above, to amend the wording of the final article of the company's bylaws in alignment with the new share capital figure, and to apply for admission to trading of the new shares on the exchanges on which the Bank's shares are currently listed. 11

12 The share capital will be increased by an amount to be calculated by multiplying (a) the par value of each Banco Popular Español, S.A. share ( Banco Popular or the Bank ), by (b) the total determinable number of new Banco Popular shares that are issued, using the formula indicated in section 2 below on the date of the capital increase (the New Shares ). The capital increase will be carried out by issuing the new shares and placing them in circulation. The new shares will be ordinary shares with a par value, of the same class and series as those currently in circulation, represented by account entries. The new shares will be issued at par, i.e., at their par value, with no issue premium, and freely assigned to the Bank's shareholders. The entire cost of the capital increase will be charged to the available reserves known as voluntary reserves from undistributed profits, which at 31 December 2012 totalled 5,800,099, euros. The capital increase will take place on or around the date on which the third dividend from the previous fiscal year is traditionally paid, that is, in October New shares to be issued The number of new shares to be issued will be calculated by applying the following formula, rounded down to the nearest whole number: NAN = NAC / ND where, NAN = Number of new shares to be issued; NAC = Number of Banco Popular shares in circulation on the date of the capital increase and ND = Number of free assignment rights needed for the assignment of one new share, which is obtained using the following formula, rounded up to the nearest whole number: ND = NAC / NPA where, NPA = Provisional number of shares, which is obtained using the following formula: 12

13 NPA = Amount of the Alternative Option / PC where, PC = mathematical average of the average weighted prices of the bank's shares on the Spanish stock exchanges during the five (5) stock market sessions immediately prior to the resolution taken by the Board of Directors or by the Executive Committee to carry out the capital increase, rounded to the nearest thousandth of a euro and in the case of one-half of a thousandth, to next highest thousandth of a euro. Amount of Alternative Option= maximum market value of reference of the capital increase to be determined by the Board of Directors or the Executive Committee based on the number of outstanding shares at the time of this resolution and the dividends paid to shareholders to date against 2013 profits, which may not exceed 88,000,000 euros. 3. Free assignment rights Each Bank share in circulation entitles its owner to one (1) free assignment right. The number of free assignment rights needed to receive a New Share will be determined automatically by the proportion existing between the number of the New Shares (NAN) and the number of shares in circulation (NAC), calculated using the formula described in section 2 above. Specifically, shareholders will be entitled to receive one New Share for every certain number free assignment rights they possess, as determined as described in part 2 above (ND). The owners of convertible debentures issued by Banco Popular and currently in circulation are not entitled to free assignment rights, notwithstanding any modifications to conversion rates pursuant to the terms of each issue. If the number of free assignment rights needed for the assignment of a share (ND) multiplied by the New Shares (NAN) were less than the number of shares in circulation (NAC), Banco Popular (or a member company of its group that owns Banco Popular shares) will waive a certain number of free assignment rights) equal to the difference between the two, for the sole purpose of the number of New Shares being a whole number rather than a fraction. The free assignment rights pertaining to each issue are assigned to Banco Popular shareholders who are listed as such in the accounting records of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) at 23:59 hours, Madrid time, on the publication date of the announcement of the capital increase in the Official Gazette of the Companies Register. The free assignment rights may be transferred under the same conditions as the shares with which they are associated. The free assignment rights may be traded in the market for a period of time to be determined by the Board of Directors or, by delegation, by the Executive Committee, but not less than fifteen (15) calendar days, beginning on the first business day following the 13

14 publication of the capital increase announcement in the Official Gazette of the Companies Register. During this time, sufficient free assignment rights in the appropriate proportion may be acquired to obtain New Shares. 4. Balance sheet used for the operation The balance sheet used as the basis for the transaction is the balance sheet for the six-month period ended 31 December 2012, duly audited and approved by the Ordinary General Shareholders' Meeting. 5. Form of representation and rights associated with the New Shares The Total New Shares will be represented by account entries. Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) and its participating entities are responsible for maintaining the accounting records for these shares The New Shares confer upon their owners the same political and economic rights as the ordinary shares of Banco Popular currently in circulation, starting on the dates on which each Capital Increase or any part thereof is declared to be subscribed and paid in full. More specifically, the holders of the New Shares shall be entitled to receive interim dividends and other complementary payments as from the date on which the capital increase is declared subscribed and paid in full. 6. Shares on deposit Any New Shares that cannot be assigned for reasons not attributable to Banco Popular will be kept on deposit and made available to those who can demonstrate that they are the legitimate owners of the free assignment rights. Three (3) years after the end of the trading period of the free assignment rights, the New Shares still pending assignment may be sold pursuant to the terms of article 117 of the Spanish Corporate Enterprises Act on the account and at the risk of the interested parties. The liquid proceeds from the sale will be placed on deposit with the Bank of Spain or the Caja General de Depósitos and made available to the interested parties. 7. Application for admission to trading on organized exchanges It is hereby resolved to apply for admission to trading of such new shares as may be issued by virtue of this capital increase resolution on the Madrid, Barcelona, Bilbao and Valencia exchanges via the Sistema de Interconexión Bursátil ("Continuous Market") and on other exchanges where the shares may be traded, and to perform such formalities and take such steps as may be necessary, and submit such documents as may be required, before the bodies competent to admit to trading the New Shares issued as a result of the Capital Increase here resolved, with an express statement of Banco Popular being subject to such laws and regulations as exist or may be introduced in the matter of organized exchanges and, in particular, on trading and on continuity of and exclusion from listing on an exchange. 14

15 It is expressly noted that, if a subsequent application is made to delist Banco Popular shares, such delisting will be carried out subject to the same applicable formalities, and the interests of shareholders dissenting from or not voting for the delisting resolution will be safeguarded in satisfaction of the requirements of the Corporate Enterprises Act and related statutory provisions, pursuant to the Securities Market Act 1988 and its implementing provisions in force from time to time. 8. Execution of the capital increase The Board of Directors or the Executive Committee by delegation shall have one year from the date of this resolution to set the date on which the capital increase is to be carried and establish any conditions not provided for herein. However, the Board of Directors and by delegation the Executive Committee may abstain from executing any or all of the capital increase within the allotted time based on market conditions, the Company's situation or any significant social or economic event or occurrence that warrants such a decision, reporting on its decision at the first Ordinary General Shareholders' Meeting held after the deadline has expired. (a) The New Shares will be assigned to the rightful owners of the free assignment rights on a proportional basis pursuant to section three above, as registered in the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) and its participating entities. (b) The Board of Directors or the Executive Committee by delegation shall declare the end of the capital increase and shall process the payment of the capital increase out of the voluntary reserves from undistributed profits, in the amount of the capital increase, where such portion is paid out of such reserves. Likewise, the Board of Directors or the Executive Committee by delegation will modify the final article of the Bylaws to reflect the new share capital figure and the number of shares and will request permission for the New Shares to trade on the Spanish and foreign Stock Exchanges in which the shares are listed. 9. Delegation for the Execution of the Capital Increase Pursuant to the terms of articles a) of the Corporate Enterprises Act, the Board of Directors and the Executive Committee by delegation of the Board of Directors, shall be empowered to determine the date on which the capital increase is to be carried out and any conditions of the capital increase not provided for in this resolution. Specifically, and merely by way of illustration, the following powers are hereby delegated to the Board of Directors, with express authorisation for substitution by the Executive Committee: 1. To determine the date on which the capital increase is to be carried out under the terms and conditions included in the proposed resolution, which must be within one (1) year of the approval of this resolution. 15

16 2. To establish the exact amount of the capital increase, the number of New Shares and the free assignment rights needed to obtain the New Shares, in compliance with the rules established by the Ordinary General Shareholders' Meeting. 3. To declare the conclusion of the capital increase and, where applicable, the incomplete subscription of the shares. 4. To redraft the final article of the Bylaws relative to the share capital in order to accurately reflect the results of the capital increase. 5. To take any and all steps as may be necessary so that the New Shares issued as a result of the capital increase are included in the accounting records of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) and allowed to trade on the Madrid, Barcelona, Bilbao and Valencia stock exchanges and any others in which shares may be traded. 6. To take all steps that may be necessary or expedient to fulfil and formally record the capital increase before any public or private entities and bodies Spanish or foreign, including declarations, supplementations or remediations of defects or omissions that might hinder or stand in the way of the full effectiveness of this agreement. TWO. Implementation of capital increase by offering shareholder the choice between receiving newly issued, fully paid Bank shares or the cash equivalent. Share capital increase by an amount that can be determined under the terms agreed through the issuance of new ordinary shares of the same par value as shares in circulation at the time of execution, with no share premium, of the same class and series as those currently in circulation. This will be charged to voluntary reserves from retained earnings and take the form of a bonus issue for shareholders. Provision for this not being fully subscribed. To delegate powers to the Board of Directors, which may in turn delegate powers to the Executive Committee, to stipulate the terms and conditions of the capital increase in any matters not provided for by this General Meeting, to perform any acts required for the putting into practice of the above, to amend the wording of the final article of the company's bylaws in alignment with the new share capital figure, and to apply for admission to trading of the new shares on the exchanges on which the Bank's shares are currently listed. The share capital will be increased by an amount to be calculated by multiplying (a) the par value of each Banco Popular Español, S.A. share ( Banco Popular or the Bank ), by (b) the total determinable number of new Banco Popular shares that are issued, using the formula indicated in section 2 below on the date of the capital increase (the New Shares ). The capital increase will be carried out by issuing the new shares and placing them in circulation. The new shares will be ordinary shares with a par value, of 16

17 the same class and series as those currently in circulation, represented by account entries. The new shares will be issued at par, i.e., at their par value, with no issue premium, and freely assigned to the Bank's shareholders. The entire cost of the capital increase will be charged to the available reserves known as voluntary reserves from undistributed profits, which at 31 December 2012 totalled 5,800,099, euros. The capital increase will take place on or around the date on which the third dividend from the previous fiscal year is traditionally paid, that is, in October Pursuant to the terms of article of the Corporate Enterprises Act (the revised text of which was approved in Legislative Royal Decree 1/2010 of 2 July) (the Corporate Enterprises Act ), there is a possibility that the capital increase will not be fully subscribed, should Banco Popular, a member company of its Group or a third party waive some or all of their free assignment rights, in which case, the capital will only be increased by the subscribed amount. 2. New shares to be issued The number of new shares to be issued will be calculated by applying the following formula, rounded down to the nearest whole number: NAN = NAC / ND where, NAN = Number of new shares to be issued; NAC = Number of Banco Popular shares in circulation on the date of the capital increase and ND = Number of free assignment rights needed for the assignment of one new share, which is obtained using the following formula, rounded up to the nearest whole number: ND = NAC / NPA where, NPA = Provisional number of shares, which is obtained using the following formula: 17

18 NPA = Amount of the Alternative Option / PC where, PC = mathematical average of the average weighted prices of the bank's shares on the Spanish stock exchanges during the five (5) stock market sessions immediately prior to the resolution taken by the Board of Directors or by the Executive Committee to carry out the capital increase, rounded to the nearest thousandth of a euro and in the case of one-half of a thousandth, to next highest thousandth of a euro. Amount of Alternative Option= maximum market value of reference of the capital increase to be determined by the Board of Directors or the Executive Committee based on the number of outstanding shares at the time of this resolution and the dividends paid to shareholders to date against 2013 profits, which may not exceed 88,000,000 euros. 3. Free assignment rights Each Bank share in circulation entitles its owner to one (1) free assignment right. The number of free assignment rights needed to receive a New Share will be determined automatically by the proportion existing between the number of the New Shares (NAN) and the number of shares in circulation (NAC), calculated using the formula described in section 2 above. Specifically, shareholders will be entitled to receive one New Share for every certain number free assignment rights they possess, as determined as described in part 2 above (ND). The owners of convertible debentures issued by Banco Popular and currently in circulation are not entitled to free assignment rights, notwithstanding any modifications to conversion rates pursuant to the terms of each issue. If the number of free assignment rights needed for the assignment of a share (ND) multiplied by the New Shares (NAN) were less than the number of shares in circulation (NAC), Banco Popular (or a member company of its group that owns Banco Popular shares) will waive a certain number of free assignment rights) equal to the difference between the two, for the sole purpose of the number of New Shares being a whole number rather than a fraction. The free assignment rights pertaining to each issue are assigned to Banco Popular shareholders who are listed as such in the accounting records of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) at 23:59 hours, Madrid time, on the publication date of the announcement of the capital increase in the Official Gazette of the Companies Register. The free assignment rights may be transferred under the same conditions as the shares with which they are associated. The free assignment rights may be traded in the market for a period of time to be determined by the Board of Directors or, by delegation, by the Executive Committee, but not less than fifteen (15) calendar days, beginning on the first business day following the 18

19 publication of the capital increase announcement in the Official Gazette of the Companies Register. During this time, sufficient free assignment rights in the appropriate proportion may be acquired to obtain New Shares. 4. Irrevocable commitment to acquire free assignment rights The Bank or a Group company backed by the Bank, shall irrevocably commit to purchase the free assignment rights at the price indicated below (the Purchase Commitment ). The Purchase Commitment shall be valid and may be accepted for the period of time determined by the Board of Directors or the Executive Committee within each rights trading period. To this end, it is agreed to authorise the Bank or a company of the Bank's group to acquire the free assignment rights, up to a maximum limit of all issued rights and in compliance with the legal limitations. The Purchase Price of each free assignment right pertaining to each issue is obtained using the following formula, rounded to the nearest thousandth of a euro and, if half a thousandth of a euro, to the next highest thousandth of a euro: Purchase Price = PC / (ND + 1) The free assignment rights acquired by Banco Popular as a consequence of the execution of the Purchase Commitment by the shareholders will be paid for out of freely available reserves known as "Voluntary Reserves". 5. Balance sheet used for the operation The balance sheet used as the basis for the transaction is the balance sheet for the six-month period ended 31 December 2012, duly audited and approved by the Ordinary General Shareholders' Meeting. 6. Form of representation and rights associated with the New Shares The Total New Shares will be represented by account entries. Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) and its participating entities are responsible for maintaining the accounting records for these shares The New Shares confer upon their owners the same political and economic rights as the ordinary shares of Banco Popular currently in circulation, starting on the dates on which each Capital Increase or any part thereof is declared to be subscribed and paid in full. More specifically, the holders of the New Shares shall be entitled to receive interim dividends and other complementary payments as from the date on which the capital increase is declared subscribed and paid in full 7. Shares on deposit 19

20 At the end of the trading period of the free assignment rights, any New Shares that cannot be assigned for reasons not attributable to Banco Popular will be kept on deposit and made available to those who can demonstrate that they are the legitimate owners of the free assignment rights. Three (3) years after the end of the trading period of the free assignment rights, the New Shares still pending assignment may be sold pursuant to the terms of article 117 of the Spanish Corporate Enterprises Act on the account and at the risk of the interested parties. The liquid proceeds from the sale will be placed on deposit with the Bank of Spain or the Caja General de Depósitos and made available to the interested parties. 8. Application for admission to trading on organized exchanges It is hereby resolved to apply for admission to trading of such new shares as may be issued by virtue of this capital increase resolution on the Madrid, Barcelona, Bilbao and Valencia exchanges via the Sistema de Interconexión Bursátil ("Continuous Market") and on other exchanges where the shares may be traded, and to perform such formalities and take such steps as may be necessary, and submit such documents as may be required, before the bodies competent to admit to trading the New Shares issued as a result of the Capital Increase here resolved, with an express statement of Banco Popular being subject to such laws and regulations as exist or may be introduced in the matter of organized exchanges and, in particular, on trading and on continuity of and exclusion from listing on an exchange. It is expressly noted that, if a subsequent application is made to delist Banco Popular shares, such delisting will be carried out subject to the same applicable formalities, and the interests of shareholders dissenting from or not voting for the delisting resolution will be safeguarded in satisfaction of the requirements of the Corporate Enterprises Act and related statutory provisions, pursuant to the Securities Market Act 1988 and its implementing provisions in force from time to time. 9. Execution of the capital increase The Board of Directors or the Executive Committee by delegation shall have one year from the date of this resolution to set the date on which the capital increase is to be carried and establish any conditions not provided for herein. However, the Board of Directors and by delegation the Executive Committee may abstain from executing any or all of the capital increase within the allotted time based on market conditions, the Company's situation or any significant social or economic event or occurrence that warrants such a decision, reporting on its decision at the first Ordinary General Shareholders' Meeting held after the deadline has expired. At the end of the trading period of the free assignment rights: (a) The New Shares will be assigned to the rightful owners of the free assignment rights on a proportional basis pursuant to section three above, as registered in the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) and its participating entities. 20