BANCO POPULAR ESPAÑOL, S.A. ORDINARY GENERAL SHAREHOLDERS' MEETING Notice is hereby given that the Board of Directors has resolved to call the Ordinary General Shareholders' Meeting, to be held at second call on 10 June 2013 at 10 am at the IFEMA exhibition centre (Fería de Madrid), located in Campo de las Naciones, Avenida del Partenón no. 4, Auditorio Sur, Madrid, in the event that the General Shareholders' Meeting, which is hereby duly convened to be held at first call on the previous day and at the same venue and time, cannot be held at first call. The Ordinary General Shareholders' Meeting will have the following: AGENDA 1 Approval of the Annual Accounts (balance sheet, income statement, statement of changes 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 2012. 2 Ratification and re-election of Directors. 2.1 Ratification of Francisco Gómez Martín, initially appointed by co-optation, as Executive Director. 2.2 Ratification of Jorge Oroviogoicoechea Ortega, initially appointed by co-optation, as Independent Director. 2.3 Re-election of Américo Ferreira de Amorim as Proprietary Director. 3 Re-election of the auditing firm in charge of auditing the Bank s individual and consolidated financial statements. 4 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. 4.2 Aggregation and cancellation of shares comprising the share capital for exchange for newly-issued shares, in a ratio of one new share 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. 5 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 297.1.a) of the Corporate Enterprises Act.
6 Authorisation of the Board of Directors, in accordance with the provisions of Articles 297.1.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 2011. 7 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 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 of 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. 7.2 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 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 of 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. 7.3 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 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 of 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.
8 Delegation of powers to the Board of Directors, or by substitution the Executive Committee, to remunerate shareholders in a way other than that described in Item Seven of the Agenda of this General Shareholders' Meeting, entailing the partial distribution of the share premium reserve through the delivery of the shares of the Bank held as treasury shares or cash out of retained earnings with a charge to voluntary reserves. Stipulate the terms of this resolution in any matters not provided for by this General Meeting and perform any acts required for its adoption. 9 Delegation of powers to the Board of Directors, with authorisation for substitution, to issue commercial paper, bonds and notes, subordinated or otherwise, with or without collateral, not convertible to shares, preference shares, covered bonds, mortgage bonds and securities, mortgage transfer certificates, territorial bonds or any other fixed-income securities, in euros or other currencies, at fixed or floating rates. Invalidate the unused portion of the delegation of powers granted by the Ordinary General Shareholders Meeting of on 11 June 2012. 10 Delegation of powers to the Board of Directors, with authorisation for substitution, to issue fixed-income securities that are convertible and/or exchangeable against shares of the Bank. Establishment of the criteria for determining the procedures and methods for conversion and/or exchange. Delegation of powers to the Board of Directors, with authorisation for substitution, to establish the procedures and methods for conversion and/or exchange, to exclude the preferential subscription rights of shareholders and increase share capital by the required amount and amend the final article of the Bylaws. Invalidate the unused portion of the delegation of powers granted by the Ordinary General Meeting of Shareholders on 11 June 2012. 11 Report on the policy of remuneration for members of the Board of Directors and senior management, for a consultative voting procedure. 12 Approval of a Plan and System for variable remuneration for management. 12.1 Approval of a long-term plan for variable remuneration in Banco Popular shares for the years 2013 to 2016 for management, including executive directors and senior management. 12.2 Approval of a plan for variable remuneration in Banco Popular shares for the year 2013 for management, including executive directors and senior management. 13 Delegation of powers to the Board of Directors, with authorisation for substitution, authorising it to formalise, interpret, remedy and execute fully the resolutions carried at the General Meeting. During the meeting the Board of Directors will report on the amendments to the Regulation of the Board of Directors. Similarly it will report on the Board of Directors' use of the delegated power to issue fixed income securities convertible into shares in the Bank granted under resolution nine of the Ordinary General Shareholders' Meeting held on 8 April 2011. SUPPLEMENTARY NOTICE OF MEETING Shareholders representing at least five per cent of the share capital may request the publication of a supplementary notice which includes one or more items on the Agenda, providing that the new points are accompanied by a justification, or, as appropriate, a draft resolution with a justification. This right must be exercised by means of a notification sent through a certifiable channel, which must be received at the Bank's Board Secretary's Office, in calle José Ortega y Gasset no. 29, planta 7ª, 28006 Madrid, within five days of the publication of this notice of meeting.
SUBMISSION OF DRAFT RESOLUTIONS Shareholders representing at least five per cent of the share capital may submit reasoned draft resolutions regarding matters already included or which should be included in the agenda. This right must be exercised through a notification sent through a certifiable channel, which must be received at the Bank's Board Secretary's Office, in calle José Ortega y Gasset no. 29, planta 7ª, 28006 Madrid, within five days of the publication of this notice of meeting. The Bank will ensure that these draft resolutions are disseminated, as well as any accompanying documentation, among the other shareholders as and when they are received. ATTENDANCE Shareholders who represent at least a nominal value of one hundred euros (one thousand shares) through shares registered in their name in the respective accounting registers at least five days before the date set for the General Meeting at first call, and who meet the requirements of the Bylaws, shall be entitled to attend. Shareholders who wish to attend must obtain an Attendance Card from the Shareholders' Office of Banco Popular Español, in calle José Ortega y Gasset no. 29, planta 1ª, 28006 Madrid, or via the other means envisaged in this notice of meeting. Shareholders owning less shares registered in their name in the stated period may grant proxy to another shareholder who is entitled to attend or to any person designated by shareholders with a combined holding that meets the minimum set out above, by requesting the appropriate card from the Shareholders' Office. Proxy representation is to be governed pursuant to the Corporate Enterprises Act, the Bylaws and the Regulation of the General Shareholders' Meeting. If the shareholder attends the General Meeting in person, this will revoke any proxies granted or votes cast beforehand by that shareholder. RIGHT TO INFORMATION Pursuant to the Corporate Enterprises Act and the Regulation of the General Shareholders' Meeting, as from the publication of the notice of meeting for the General Meeting and up until seven days, inclusive, prior to the anticipated date of the holding of the meeting at first call shareholders may apply in writing for information or clarification or ask in writing any questions they deem relevant regarding the items on the agenda for the meeting. Subject to the same time-frame and method, shareholders may also request any clarifications they deem fit regarding the publicly-available information which might have been submitted by the Company to the Comisión Nacional del Mercado de Valores (the Spanish securities market regulator, CNMV) since the last General Meeting was held, and regarding the auditor's reports. From the publication of this notice of meeting, an Electronic Shareholders Forum will be available on the corporate website (www.grupobancopopular.com), which individual shareholders and any voluntary associations that may be set up pursuant to article 539.4 of the Corporate Enterprises Act will be able to access with all due guarantees. The rules governing the access and operation thereof are available on the aforementioned website. AVAILABLE DOCUMENTATION From the date of publication of the notice of meeting, shareholders are entitled to peruse at the registered office (calle Velázquez no. 34, Madrid) and immediately obtain, free of charge, the documentation which is to be put before the General Meeting for approval, as well as the individual and consolidated annual financial statements, management reports and auditor's reports for 2012, and the proposed application of results for the year ended 31 December 2012. In addition, as from
the date of publication of the notice of meeting, shareholders are entitled to peruse at the registered office (calle Velázquez no. 34, Madrid) the full text of the draft resolutions to be submitted to the General Meeting, as well as the mandatory directors' reports regarding these and regarding the remaining items on the agenda requiring such reports. The shareholders are also entitled to request that said documents be handed to them or sent to them free of charge. From the time of publication of this notice of meeting and until the Ordinary General Shareholders' Meeting is held, the following documentation and information, among others, will be available permanently for consultation on the corporate website (www.grupobancopopular.com): - The full text of the notice of meeting for the Ordinary General Shareholders' Meeting; - The total number of shares and voting rights on the date this notice of meeting is published; - The full text of the draft resolutions which the Board of Directors is putting before the General Meeting in relation to the items on the Agenda, together with the reports by the Board of Directors in connection with all draft resolutions requiring such reports; - The individual and consolidated annual financial statements, management reports and auditor's reports for 2012, and the proposed application of results for fiscal year 2012 of Banco Popular Español; - The financial report for the 2012 fiscal year; - The professional experience and background of the directors whose ratification or re-election is being put forward at the General Meeting; - The explanatory report on the matters covered in article 61 bis of the Securities Market Act 24/1988 of 28 July 1988; - The annual corporate governance report; - The corporate social responsibility report; - The report on remuneration policy; - The report on the activities of the Audit and Control Committee; - The revised text of the Bylaws; - The revised text of the Regulation of the General Shareholders' Meeting; - The revised text of the Regulation of the Board of Directors and its Committees; - The forms for attendance cards, granting proxies and remote voting; - The rules applying to exercising the right to appoint a proxy, to vote and to information via remote communication media, as well as the requirements, timeframes and procedures laid down for using them; - The rules governing access to and the operation of the electronic shareholders' forum. - The reports by the Directors and by an Auditor other than the company's auditor as appointed by the Madrid Companies Register, that have been issued in connection with the issue of bonds convertible into shares without pre-emptive subscription rights, pursuant to the delegated powers granted under resolution nine of the Ordinary General Shareholders' Meeting held on 8 April 2011. In regard to any queries about the General Meeting and any information shareholders might require regarding the Company, shareholders are invited to contact the Shareholders' Office, by telephone on +34 91 520 7265, by fax on +34 91 577 9209, by email at accionista@bancopopular.es, or via the corporate website (www.grupobancopopular.com). PROXIES AND REMOTE VOTING Shareholders entitled to attend the General Meeting may have anybody else represent them. Those shareholders not entitled to attend such meetings due to owning a number of shares that is less than equivalent to a nominal value of one hundred euros (one thousand shares), may grant proxy to a shareholder who is entitled to attend or to any person designated by a group of shareholders who together hold the minimum established above.
Shareholders may exercise their rights to appoint a proxy and to vote by post with respect to each of the resolutions on the Agenda being put before the General Meeting by following the instructions that appear below and are also given on the relevant proxy and remote voting card. These cards are available at any of the branches of Banco Popular Español and at the Shareholders' Office. To exercise the right to grant proxy and to vote through remote electronic communication systems (via the corporate website, www.grupobancopopular.com, or by mobile phone by visiting www.grupobancopopular.mobi), shareholders must observe the procedures, follow the instructions and honour the terms and conditions indicated both below and in the section Junta General Ordinaria 2013 ("2013 Ordinary General Meeting") on said websites. Pursuant to the Bylaws and the Regulation of the General Shareholders' Meeting, shareholders may exercise their rights to appoint a proxy and to vote on the draft resolutions regarding items on the Agenda using remote communication systems. Under the provisions of the aforementioned rules, the Board of Directors has drawn up the rules applying to remote granting of proxies and remote voting before the General Meeting, as follows: I. Proxy voting via remote communication systems. The remote communication systems through which shareholders can appoint proxies for the General Meeting are as follows: 1. By hand delivery or post. Shareholders who wish to grant proxy by hand delivery or post must fill in and sign the space marked Delegación ( Proxy ) on the Proxy and Remote Voting Card. The duly completed and signed card must be presented by the proxy-holding shareholder who is entitled to attend at the entrance to the General Meeting, or handed in by the shareholder granting the proxy to any branch office of Banco Popular or posted to the Shareholders' Office in calle José Ortega y Gasset, no. 29, 28006 Madrid (Spain). 2. Using remote electronic communication systems. To exercise proxy voting rights using remote electronic communication systems, shareholders must follow the procedures and instructions and observe the terms and conditions shown in the section Junta General Ordinaria 2013 ("2013 Ordinary General Meeting") on the corporate website. Shareholders wishing to grant proxies using remote electronic communication systems must do so through one of the following means: a) Via the section Junta General Ordinaria 2013 ("2013 Ordinary General Meeting") on the corporate website (www.grupobancopopular.com), by following the instructions given for the purpose of exercising their rights. b) Via mobile phone by visiting www.grupobancopopular.mobi and following the instructions given for the purpose of exercising their rights. c) In both cases, a proxy must be appointed as follows: 1. Those shareholders who have signed an electronic banking contract must use their access codes to grant proxy by electronic means.
2. Those shareholders who have not signed an electronic banking contract must follow the relevant instructions on the aforementioned corporate website of the Bank and sign the Terms and Conditions of the Proxy and Remote Voting Service by email for the exclusive purpose of being able to appoint a proxy by electronic means. This method will be exclusively for granting proxy through the aforementioned corporate website and cannot be used to grant proxies by mobile phone. II. Voting via remote communication systems. The remote communication systems through which shareholders can vote at the General Meeting are as follows: 1. By hand delivery or post. Shareholders who wish to vote by hand delivery or post must fill in and sign the space marked Voto a Distancia ( Remote Voting ) on the Proxy and Remote Voting Card. The duly completed and signed card must be presented by the representative shareholder who is entitled to attend at the entrance to the General Meeting, or handed in by the voting shareholder to any branch office of Banco Popular or posted to the Shareholders' Office in calle José Ortega y Gasset, 29, 28006 Madrid (Spain). 2. Using remote electronic communication systems. To exercise voting rights using remote electronic communication systems, shareholders must follow the procedures and instructions and observe the terms and conditions shown in the section Junta General Ordinaria 2013 ("2013 Ordinary General Meeting") on the corporate website (www.grupobancopopular.com). Shareholders wishing to vote using remote electronic communication systems must do so through one of the following means: a) Via the section Junta General Ordinaria 2013 ("2013 Ordinary General Meeting") on the corporate website (www.grupobancopopular.com), by following the instructions given for the purpose of exercising their rights. b) Via mobile phone by visiting www.grupobancopopular.mobi and following the instructions given for the purpose of exercising their rights. c) In both cases, voting must be done as follows: 1. Those shareholders who have signed an electronic banking contract must use their access codes to vote by electronic means. 2. Those shareholders who have not signed an electronic banking contract must follow the relevant instructions on the aforementioned corporate website and sign the Terms and Conditions of the Proxy and Remote Voting Service by email for the exclusive purpose of being able to vote by electronic means. This method will be exclusively for voting through the aforementioned corporate website and cannot be used to vote by mobile phone. III. Common rules governing the granting of proxies or voting using remote communication systems. 1. Deadline for granting proxy or voting remotely.
Proxies granted and voting carried out using remote communication systems must be received by the Bank at least twenty-four hours before the General Meeting is to be held at first call. Proxies granted or voting carried out using remote communication systems and received after said deadline will not be taken into account in calculations relating to the General Meeting. 2. Attendance in person by shareholders who may have granted proxies or voted remotely and other rules governing priority. a) If a shareholder who has granted proxy or voted by some kind of remote method attends the General Meeting in person, this will revoke that remote vote or proxy. b) Shareholders may exercise their right to vote or grant a proxy on one occasion only when using remote electronic communication systems. c) Voting, regardless of the means used to cast such votes, will render ineffective any proxy granted electronically or in writing. d) If a shareholder grants several valid proxies or casts several valid votes using different remote communication systems (by post and electronically), the first one received and processed by the Bank shall always take precedence. Both proxies and remote voting will become null and void as a result of any alienation of the shareholding as may come to the attention of the Company. Any of the co-owners of a deposit of shares may vote, grant proxy or attend the meeting and the rules of precedence established above shall apply relative to each other and to them. It is presumed that the co-owner who, at any given time, performs an action (granting proxies, voting or attending in person or remotely) has been appointed by the rest of the co-owners to exercise their shareholder rights. IV. Technical incidents involving the systems. The Bank reserves the right to amend, suspend, cancel or restrict the mechanisms for voting and granting proxy using remote electronic means of communication when this is required or forced on it for technical or security reasons. The Bank shall not be held liable for any prejudicial consequences that might arise for shareholders due to malfunctions, saturation of lines or inoperative lines, connection failures, poorly functioning postal services or any other circumstances of a similar nature beyond the control of the Bank that hinder the use of the mechanisms for voting or granting proxy via remote electronic communication systems. If they have any queries regarding granting proxies or remote voting, shareholders are invited to contact the Shareholders' Office by telephone on +34 91 520 7265, by fax on +34 91 577 9209 or by email at accionista@bancopopular.es, or to visit the corporate website (www.grupobancopopular.com). PRESENCE OF A NOTARY PUBLIC In accordance with article 203 of the Corporate Enterprises Act, the Board of Directors has decided to arrange for a Notary Public to be present and to draw up the minutes of the General Meeting. DATA PROTECTION
The personal data which the shareholders send to the Company to exercise their rights to attendance, grant proxies and vote, to participate in the electronic shareholders' forum, or in compliance with other legal obligations deriving from the calling and holding of the General Shareholders' Meeting, or which are provided by the banking institutions and securities brokerage companies and agencies in which such shareholders have deposited their shares, through the entity legally authorised to keep the book-entries register, Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), will be processed (and included in a data file that is the responsibility of the Company) for the purpose of managing the development, compliance and control of the shareholder relationship with respect to the calling and holding of General Meetings. The General Meeting may be recorded audiovisually and broadcast publicly on the corporate website. The shareholders' attendance of the General Meeting signifies the giving of their consent to the aforementioned recording and broadcasting. Shareholders will be entitled to exercise their right of access, rectification, cancelation and opposition, in accordance with the Data Protection Act (Ley Orgánica 15/1999 de Protección de Datos), by writing to the Company at its registered office at calle Velázquez no. 34, 28001, Madrid. EXPECTED DATE OF THE MEETING Shareholders are informed that, as has been the usual case over the years, the Meeting will foreseeably be held at second call, on 10 June 2013, at the IFEMA exhibition centre (Feria de Madrid) located at Campo de las Naciones, Avenida del Partenón no. 4, Auditorio Sur. In Madrid, on 6 May 2013 Secretary of the Board of Directors Francisco Aparicio Valls