Banco Popular Espanol : Commitment of various Mexican investors to subscribe the capital increase by almost all corresponding participation.

Microsoft Word - Hecho Relevante Compromiso MEX_EN

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, 10 June 2016

SIGNIFICANT EVENT NOTIFICATION TO THE

SPANISH NATIONAL SECURITIES MARKET COMMISSION (CNMV)

Banco Popular Español, S.A. reports that, regarding the share capital increase announced last 26 May through the filing with the CNMV of the significant event notices No. 239,094 and 239,095, it has received confirmation today from its Mexican shareholders group, which includes Mr. Antonio del Valle Ruiz, member of the Board of Directors, of its commitment to subscribe substantially all the shares corresponding to the rights allocated to its current stake.

On 31 March 2016, the Mexican shareholders reported a stake representing 4.16% of the Bank´s share capital before the mentioned share capital increase. Their stake is expected to be at least 4% after the share capital increase.

Sincerely,

Francisco María Aparicio Valls

Board Member/Secretary of the Board of Directors

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).