Banco Popular Espanol : Accession of new banks to contract placement and underwriting of the capital increase.

Microsoft Word - A31971207 Project Sky- HR Adhesión_Eng NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Madrid, 27 May 2016

COMISIÓN NACIONAL DEL MERCADO DE VALORES

In accordance with article 228 of the Spanish securities market act (Ley del Mercado de Valores) BANCO POPULAR ESPANOL, S.A. (the "Company"), issues the following significant event notice.

SIGNIFICANT EVENT NOTICE

This notice relates to the significant event notices No. 239095 and 239138 published on 26 May 2016, relating to the increase in the share capital of the Company with pre-emption rights for cash consideration for an amount of €2,505,551,441.25 (the "Rights Issue").

As announced through the significant event notices referred above, on 25 May 2016 the Company entered into a placement and underwriting agreement with UBS Limited as Sole Global Coordinator and Joint Bookrunner and Goldman Sachs International as Co-Global Coordinator and Joint Bookrunner in relation with the Rights Issue, which provided for the possibility of additional placement and underwriting institutions joining the agreement.

In accordance with section 5.4 of the Securities Note relating approved by the Spanish securities market regulator (Comisión Nacional del Mercado de Valores) on 26 May 2016, the Company announces by virtue of this significant event notice that today the following institutions acceded to the underwriting agreement: Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Morgan Stanley & Co. International plc, as Joint Bookrunners, HSBC Bank plc, Credit Suisse Securities (Europe) Limited and Société Générale, as Co-Bookrunners, Nomura International plc, as Co-Lead Manager, and Fidentiis Equities, S.V., S.A. and Nmás1 Equities Sociedad de Valores, S.A., as Co-Managers. Accordingly, the underwriting syndicate and the underwriting commitments of each of the underwriters are described in the table attached as annex to this significant event notice.

Sincerely

Francisco Aparicio Valls

Secretary of the board of directors

Banco Popular Español, S.A. Domicilio Social: Velázquez 34, esq. Goya 35, Madrid. Reg. Mec. de Madrid: T 174, F 44, H 5458, Inscrip. 1ª NIF A-28000727

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. ANNEX

Underwriter	Address	No. underwritten shares	% of underwriting commitments	% of the Rights Issue1
Sole Global Coordinator
UBS Limited	1 Finsbury Avenue, London EC2M 2PP,UK	440,000,000	22.55	21.95
Co-Global Coordinator
Goldman Sachs International	Peterborough Court,133 Fleet Street, London EC4A 2BB, UK	320,000,000	16.40	15.97
Joint Bookrunners
Banco Bilbao Vizcaya Argentaria, S.A.	Plaza de San Nicolás 4,48005, Bilbao (Vizcaya), Spain	160,000,000	8.20	7.99
Banco Santander, S.A.	Paseo de Pereda 9-12, 39004, Santander, Spain	160,000,000	8.20	7.99
Barclays Bank PLC	5 The North Colonnade, Canary Wharf, London E14 4BB, UK	140,000,000	7.18	6.98
Citigroup Global Markets Limited	Citigroup Centre, Canada, Square, London E14 5LB, UK	140,000,000	7.18	6.98
Deutsche Bank AG, London Branch	1 Great Winchester Street, London, EC2N 2DB, UK	140,000,000	7.18	6.98
Morgan Stanley & Co. International plc	25 Cabot Street, Canary Wharf, London E14 4QA,UK	140,000,000	7.18	6.98
Co-Bookrunners
HSBC Bank plc	8 Canada Square, London E14 5HQ, UK	100,000,000	5.13	4.99
Credit Suisse Securities (Europe) Limited	1 Cabot Square, London E14 5HQ, UK	75,000,000	3.84	3.74
Sociéte Générale	29 Boulevard Haussmann, 15009, Paris, France	75,000,000	3.84	3.74
Co-Lead Manager
Nomura International plc	1 Angel Lane, London EC4R 3AB, UK	61,050,912	3.13	3.05
Co-Managers
Fidentiis Equities, S.V., S.A.	Calle Velazquez 140, 28006 Madrid, Spain	0	0.00	0.00
Nmás1 Equities Sociedad de Valores, S.A.	Calle Padilla 17, 28006, Madrid, Spain	0	0.00	0.00
Total	1,951,050,912	100.00	97.341

1 The shares subject to the subscription commitment of Allianz SE are not subject to the underwriting commitments of the underwriters, as announced in the significant event notice No. 239095.

Banco Popular Español, S.A. Domicilio Social: Velázquez 34, esq. Goya 35, Madrid. Reg. Mec. de Madrid: T 174, F 44, H 5458, Inscrip. 1ª NIF A-28000727

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the UnitedStates, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful.

These written materials do not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Investors must neither accept any offer for, nor acquire or subscribe for, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

Banco Popular has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Spain . With respect to each Member State of the European Economic Area other than Spain and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State different from Spain. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or (b) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

This communication is being distributed to, and is only directed at (i) persons who are outside the United Kingdom or (ii) in the United Kingdom, persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or who are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents.

Investors should not purchase (or subscribe for) any shares referred to in this announcement except on the basis of information in the Company's 2015 Registration Document and the Note relating to the Shares (together, the Prospectus) approved and registered with the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) and published by the Company in due course in connection with the Offering and the admission of the new shares in the capital of the Company to trading on the Spanish Stock Exchanges. The 2015 Registration Document relating to the Company was approved and registered with the CNMV on 10 May 2016 and is available to investors on the website of the CNMV (www.cnmv.es) and of the Company (www.grupobancopopular.com) and the Note relating to the Shares and the Summary (together with the 2015 Registration Document, the Prospectus) were approved and registered with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) on 26 May 2016 and are also available to investors on the website of the CNMV (www.cnmv.es) and of the Company (www.grupobancopopular.com).

Banco Popular Español, S.A. Domicilio Social: Velázquez 34, esq. Goya 35, Madrid. Reg. Mec. de Madrid: T 174, F 44, H 5458, Inscrip. 1ª NIF A-28000727

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