THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER STATE OR JURISDICTION IN WHICH THE OFFER TO WHICH THIS NOTICE IS REFERRED WOULD BE UNLAWFUL.

Madrid, 17thMay 2017

PRICE SENSITIVE INFORMATION COMMUNICATION TO THE COMISIÓN NACIONAL DEL MERCADO DE VALORES

Pursuant to article 228 of the consolidated text of the Securities Market Act, approved by Royal Legislative Decree 4/2015, of 23 October, Banco Popular Español, S.A. ("Banco Popular") hereby announces the approval and commencement of the placement, through an accelerated book building offering among institutional investors and/or qualified investors, of 13,411,809 shares of Merlin Properties, SOCIMI, S.A. ("Merlin") from Banco Popular (the "Sale"), representing approximately 2.86% of its share capital.

Credit Suisse Securities (Europe) Limited has been appointed as bookrunner of the Sale for the placement of Merlin's shares (the "Bookrunner").

The Agreement entered into between Banco Popular and the Bookrunner regarding the Purchase contains the usual representations, warranties and undertakings for this type of transactions.

The final terms of the Sale, including the selling price, will be determined once the accelerated book building process is completed, and will be made public by Banco Popular through the corresponding price sensitive information communication.

José Heraclio Peña Pérez Vicesecretary of the Board of Directors

IMPORTANT INFORMATION

This announcement is not to be released, distributed or published, either directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Australia, Canada, Japan, or in any other jurisdiction where such an announcement would be unlawful. The offer of the shares described above has not been and will not be registered under the US Securities Act of 1933 nor under the regulatory authority of any state or other jurisdiction of the United States of America, or pursuant to the applicable securities laws of Canada, Australia or Japan.

Therefore, and subject to certain exceptions, the shares may not be offered or sold in the United States of America, Canada, Australia or Japan nor in any other jurisdiction where this offer may constitute an infraction of the securities laws of such other jurisdiction, or on behalf of, or for the benefit of any person in or into the United States of America, Canada, Australia or Japan.

Banco Popular Español SA published this content on 17 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 May 2017 07:28:25 UTC.

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