BANCO POPULAR ESPAÑOL, S.A.

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1 BANCO POPULAR ESPAÑOL, S.A. PROPOSED RESOLUTIONS TO BE ADOPTED AT THE GENERAL ASSEMBLY OF BOND HOLDERS OF THE SUBORDINATED BONDS MANDATORILY CONVERTIBLE INTO SHARES ISSUE I/2012 The proposed resolutions to be submitted for consideration and approval, where applicable, at the General Assembly of Bond Holders (the "Assembly") of "the Subordinated Bonds Mandatorily Convertible into Ordinary, Newly Issued Shares Issue I/2012" (the "Issue") of Banco Popular Español, S.A. (the "Bank" or the "Issuer"). The Issue has been assigned ISIN code ES and the Subordinated Bonds Mandatorily Convertible into Shares (hereinafter, the Bonds ) are admitted to trading on the Mercado Electrónico de Renta Fija. The present Issue terms and conditions are laid down in the notarial act authorised on 20 March 2012 by the Madrid Notary Antonio Huerta Trólez, under protocol number 877, which was entered in the Companies Register of Madrid on 26 March 2012, entry number 2364 (the Issue Deed ), and the Nota de Valores of the Issue registered on the Comisión Nacional del Mercado de Valores on 13 March 2012 (the "Prospectus"). The aforementioned Assembly will be held at first call on 26 February 2013 at 11:00 hours at c/ José Ortega y Gasset 29, Madrid. Should a quorum of two thirds of the holders of bonds currently in circulation not be achieved at first call, the Assembly will take place at second call at the same location and time, one month later, i.e. 26 March 2013, in both instances with the following. AGENDA One.- Two.- Three.- Four.- Examination and, where appropriate, approval of the management of the Commissioner of the Bond Holders Syndicate; ratification, confirmation or replacement of the Commissioner and approval of the internal regulations of the Bond Holders Syndicate to bring these into line with the text of the Issue Deed. Amendment of the Issue terms and conditions exclusively referring to the bond yield which is conditioned by an increase in "Distributable Profit", so that this not only includes the profit for the year immediately preceding but also distributable reserves. Wording, reading and approval, where applicable, of the minutes of the Assembly. Delegation of powers. 1

2 PROPOSED RESOLUTIONS One.- Examination and, where appropriate, approval of the management of the Commissioner of the Bond Holders Syndicate; ratification, confirmation or replacement of the Commissioner and approval of the internal regulations of the Bond Holders Syndicate to bring these into line with the text of the Issue Deed. Approval of the management of the Commissioner of the Bond Holders Syndicate, Mr. Alberto Cabeza Pérez, subsequent to evaluating his performance, and ratifying Mr. Cabeza Pérez as Commissioner; and approval of the internal regulations of the Bond Holders Syndicate to bring these into line with the text of the Issue Deed, pursuant to Article 421 of the Corporate Enterprises Act. For these purposes, the full text of the internal regulations of the Bond Holders Syndicate is available attached as Appendix 1 to this document. Two.- Amendment of the Issue terms and conditions exclusively referring to the bond yield which is conditioned by an increase in "Distributable Profit", so that this not only includes the profit for the year immediately preceding but also distributable reserves. Approve the full text of the amendment of the Issue terms and conditions set forth in the Issue Deed and referred to as the "Listing Particulars" of the Issue, exclusively referring to the concept of Distributable Profits, in the terms approved by the Executive Committee of the Issuer in its meeting on 17 December 2012, which are set forth in the explanatory report on the proposed amendment available to the bond holders. As a result of the said amendment, the concept "Distributable Profits" will be replaced with "Distributable Profits and Reserves", whereby the wording will be as follows: «For each reporting period, "Profit and Distributable Reserves" shall be understood as the result of adding to the total of: (i) the net profit and (ii) the distributable reserves (both calculated in accordance with Bank of Spain calculation rules) of either Banco Popular Español, S.A. or of its consolidable group of credit institutions, depending on which are lower, defined in Law 13/1985 and the implementing regulations thereof, as disclosed pursuant to the rules laid down by the Bank of Spain for their calculation in the confidential returns set forth in rules 69 and 70 of Bank of Spain Circular 4/2004, the sum of the unpaid interest on the Bonds accumulated during the reporting period, and the interest on other securities that are comparable with the Bonds, and the unpaid interest accumulated on the preference shares, shares with pre-emptive subscription rights and comparable securities issued by the Issuer or by another subsidiary of Banco Popular guaranteed by the Issuer. The profits and distributable reserves referred to in points (i) and (ii) above must have been approved by at least Banco Popular's Board of Directors and verified by its independent auditors. When these results or distributable reserves differ materially from those attributable to the Group in the consolidated public financial statements defined in Circular 4/2004, their amount and the cause of this difference shall be appropriately disclosed in the notes to these financial statements. If, on a specific Interest Payment Date, the aforementioned profits and distributable reserves have not been approved and verified pursuant to the requirement described above, the line items for the Issuer's individual and consolidated result and distributable reserves posted in the financial statements as at and for the year ended 31 December of the previous year sent to the Bank of Spain shall be used to calculate the Profit and Distributable Reserves. 2

3 Given the aforementioned and henceforth, any clauses in the Issue Deed that include the term "Distributable Profit", shall be understood to mean "Profit and Distributable Reserves", as defined in the preceding paragraphs». Three.- Wording, reading and approval, where applicable, of the minutes of the Assembly. Four.- Delegation of powers. Delegate to the Commissioner of the Bond Holders' Syndicate, with the authority to sub-delegate to the Executive Committee, the powers to act in the name and on behalf of the Bond Holders' Syndicate and appear before a public notary and execute as a notarial act the aforementioned resolutions, sign any necessary or expedient public and private documents, appear before any relevant public or private, Spanish or foreign authority to request the aforementioned documents be inscribed in the corresponding companies register in Spain or abroad, and rectify or amend the relevant act. Madrid, 25 January Commissioner of the Bond Holders Syndicate, Alberto Cabeza Pérez. 3

4 ANNEX I INTERNAL REGULATIONS OF THE BOND HOLDERS' SYNDICATE FOR THE SUBORDINATED BONDS MANDATORILY CONVERTIBLE INTO SHARES ISSUE of Banco Popular Español S.A. I/2012 CHAPTER I CREATION, NAME, PURPOSE, REGISTERED OFFICE, DURATION AND GOVERNANCE OF THE BOND HOLDERS' SYNDICATE Article 1. Creation. The Bond Holders' Syndicate for the Subordinated Bonds Mandatorily Convertible Into Shares Issue I/2012 of Banco Popular Español S.A. (the Company or the Issuer ) shall be set up once the issue deed has been registered in the Companies Register. The Bond Holders' Syndicate shall be governed by these Internal Regulations and by the restated Corporate Enterprises Act and other legislation in force. Article 2. Name. The Syndicate shall be called the Bond Holders' Syndicate For The Subordinated Bonds Mandatorily Convertible Into Shares Issue I/2012. Article 3. Purpose. The purpose of the Bond Holders' Syndicate shall be to defend the legitimate interests of the Bond Holders in relation to the Issuer by exercising the rights established in the law by which they are governed and in these Internal Regulations. Article 4. Registered Office. The registered office of the Syndicate shall be at Calle José Ortega y Gasset, nº 29, Madrid. The General Assembly of Bond Holders may, however, meet elsewhere, provided that the location is indicated in the corresponding notice of meeting. Article 5. Duration. The Bond Holders' Syndicate shall continue to exist until all the Convertible Bonds have been converted into newly issued shares of Banco Popular Español, S.A., or until the extinguishment of the Convertible Bonds for any other reason. Article 6. Governance of the Syndicate. The General Assembly of Bond Holders and the Commissioner shall be responsible for the governance of the Bond Holders' Syndicate. The Assembly of Bond Holders may resolve to appoint a Secretary to carry out the functions assigned to the Secretary by these Internal Regulations. Article 7. Expenses. The expenses arising from the functioning of the Syndicate shall be borne by the Issuer. These expenses may under no circumstances exceed two per cent of the interest accruing on the Convertible Bonds issued. Article 8. Supplementary rules. In cases not covered by these Internal Regulations or existing legal provisions, the Articles of Association of the Issuer shall apply as supplementary rules. CHAPTER II THE GENERAL ASSEMBLY OF BOND HOLDERS Article 9. General Assembly. The General Assembly of Bond Holders is the supreme representative and governing body of the Bond Holders, with authority to decide whatever is necessary to best defend the legitimate interests of the Bond Holders. Its resolutions are binding on all the Bond Holders in the manner provided in law. Article 10. Convening the Assembly. The General Assembly of Bond Holders shall be convened by the Board of Directors of the Issuer or by the Commissioner when they deem it useful for the purpose of defending the Bond Holders' rights. In any event, the Commissioner must convene the 4

5 Assembly whenever so requested in writing by Bond Holders representing no less than onetwentieth of the Convertible Bonds issued and unredeemed, when such request states the purpose for which the Assembly shall be convened. In that event, the Assembly must be convened to be held in the month following that in which the Commissioner received the request. Article 11. Manner of convening. Notice of the General Assembly shall be given sufficiently in advance and in such a manner as to ensure that the Bond Holders are aware of it. In any event, when the Assembly has to address or resolve matters relating to the modification of the conditions of the issue or others that, in the opinion of the Commissioner, are of similar import, it must be convened within the time limits and with the requirements provided in Title V, Chapter IV CONVENING GENERAL MEETINGS AND MEETING NOTICES of the Corporate Enterprises Act for the General Shareholders' Meeting. Article 12. Right of attendance. All holders of Convertible Bonds who substantiate their ownership of the Bonds five days in advance of the date of the Assembly shall be entitled to attend, speak and vote. The members of the Board of Directors of the Issuer, the Commissioner and the Secretary, if they are not holders of Convertible Bonds, may also attend even if not convened. In the event of joint ownership of one or several Convertible Bonds, the interested parties must appoint one of their number to represent them, establishing turns in the absence of agreement on the appointment. In the case of usufruct over Convertible Bonds, interest corresponds to the usufructuary and the other rights correspond to the bare owner. In the case of pledge, the exercise of all the rights corresponds to the holder of the Convertible Bonds and the secured creditor must enable the holder to exercise such rights while the pledge remains unenforced. Article 13. Right to proxy representation. Holders of Convertible Bonds who are entitled to attend the Assembly may grant proxy to another holder of Convertible Bonds by signing a letter appointing that person as proxy specifically for each meeting. Article 14. Right to vote. Each Bond shall entitle the holder to one vote. In the event of a tied vote, if the Chairman is the holder of Convertible Bonds, the Chairman shall have the casting vote. Article 15. Chairman. The Assembly shall be chaired by the Commissioner of the Syndicate or by the person replacing the Commissioner. The Chairman may appoint a Secretary and shall direct the discussion, terminate debates when he/she considers such action advisable and put questions to the vote. Article 16. List of attendees. The Commissioner shall, before reaching the agenda, prepare a list of those attending stating by whom each of them are represented, where appropriate, and the number of their own Convertible Bonds, or those of other persons, that they represent. Article 17. Quorum requirements for attendance and for passing resolutions. The resolutions of the Assembly of Bond Holders shall be carried by an absolute majority when two thirds of the holders of the Convertible Bonds in circulation are attending the Assembly. The resolutions shall be binding on all the Bond Holders, even those who are absent or vote against. If a quorum of two thirds of the holders of the Convertible Bonds in circulation has not been attained, the Assembly may be convened again, with the same disclosure requirements as those established in Article 11, to be held one month after the first meeting. At the new meeting, the resolutions may be carried by an absolute majority of those attending. Notwithstanding the foregoing, the Assembly shall be deemed to be convened and a valid quorum shall be attained to 5

6 address any business when all the Bond Holders are present or duly represented and they unanimously agree to hold the Assembly. The resolutions carried in the manner provided in paragraphs two and three of this article shall be binding on the Bond Holders in the manner provided in paragraph one. Article 18. Minutes. The minutes of the General Assembly of Bond Holders shall be approved by the Assembly itself after the meeting or, otherwise and within the following fifteen days, by the Commissioner and two Bond Holders appointed for this purpose by the Assembly. Article 19. Challenging of resolutions. The resolutions of the Assembly may be challenged by the holders of the Convertible Bonds in accordance with the provisions of the Second Section of Title V, Chapter IX of the Corporate Enterprises Act. CHAPTER III THE COMMISSIONER Article 20. Commissioner of the Syndicate. The role of Chairman of the Bond Holders' Syndicate shall be held by the Commissioner of the Syndicate, with the powers vested in him/her by the law, these Internal Regulations and the issue deed of the Convertible Bonds and those granted to him/her by the General Assembly of Bond Holders. The Commissioner shall be the Syndicate's legal representative, with the power to initiate proceedings on the Syndicate's behalf, and shall liaise between the Issuer and the Syndicate. Article 21. Appointment. Without prejudice to the appointment contained in the resolution to issue the Convertible Bonds adopted by the Board of Directors of the Issuer, which must be ratified by the General Assembly of Bond Holders, the power to appoint the Commissioner shall lie with the General Assembly of Bond Holders. The Commissioner shall serve as Commissioner until he/she tenders his/her resignation or is replaced by the Assembly itself. In the case of the absence or the illness of the Commissioner, the holder of Convertible Bonds who the Commissioner delegates to replace him/her or, in the absence of this person, the holder of the greatest number of Convertible Bonds shall replace the Commissioner until the Assembly passes a resolution to appoint a new Commissioner, if appropriate. 6

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