Banco Popular Espanol : Registration in the CNMV Official Records of the Securities Note and Summary Services related to the capital increase

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Madrid, 26 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 ESPAÑOL, S.A. ("Banco Popular" or the "Company"), issues the following significant event notice.

SIGNIFICANT EVENT NOTICE

Further to notices no. 239094 and 239095 published today, 26 May 2016, relating to a share capital increase by Banco Popular, the Company announces that the CNMV has today officially authorised and registered the Note relating to the Shares and the Summary for the capital increase mentioned in that notice. The Note relating to the Shares and the Summary together with Banco Popular's Registration Document registered with CNMV on 10 May 2016 form the prospectus relating to the said share capital increase.

The following is an estimated timetable of the main steps in the rights issue, as stated in the Note relating to the Shares:

PRINCIPAL EVENT	ON OR ABOUT
Registration of the Note relating to the Shares with the CNMV	26 May 2016
Announcement of the rights offering in the Spanish Commercial Registry Official Gazette and last trading day of the Company's shares with rights.	27 May 2016
Commencement of the preferential subscription period (1st round) and of the application of new shares to be allocated (if applicable) during the additional allocation period	28 May 2016
First date of trading of the shares of the Bank without rights (ex-date) and first date of trading of the preferential subscription rights	30 May 2016
Date on which those persons or entities registered as shareholders become Eligible Shareholders (Record Date)	1 June 2016
Payment Date (the date of allocation of the rights by Iberclear)	2 June 2016
End of trading of the preferential subscription rights	10 June 2016
End of the preferential subscription period and of the possibility to request new shares to be allocated during the additional allocation period	11 June 2016
Additional allocation period (if applicable) (2nd round)	17 June 2016
Commencement of the discretionary allocation period (if applicable) (3rd round)	From 17 June 2016
End of the discretionary allocation period (if applicable)	21 June 2016
Execution of the public deed of capital increase before a notary public	21 June 2016
Registration with the Commercial Registry of the public deed of capital increase	22 June 2016
Execution of the special transaction (operación bursátil especial) for the transfer of new shares allocated during the discretionary allocation period (if applicable)	22 June 2016
Admission to listing and trading of the new shares by the CNMV and the	22 June 2016

Spanish Stock Exchanges
Commencement of trading of the new shares on the Spanish Stock Exchanges	23 June 2016
Settlement of the special transaction (operación bursátil especial)	27 June 2016

The above dates are merely estimates and the actions described are not certain to be carried out on those dates. In the event of any significant delays, the Company will inform the markets and the CNMV as soon as possible by way of a significant event notice.

The prospectus, which sets out the terms and conditions of the share issue and the established procedure for subscribing for the New Shares, is now available on the websites of the CNMV (www.cnmv.es) and of the Company (www.grupobancopopular.com).

Sincerely

Francisco Aparicio Valls

Secretary of the board of directors

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) today, 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).