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Supplement Dated March 26, 2010

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Supplement Dated March 26, 2010 SUPPLEMENT DATED 6 MAY 2016 TO THE BASE PROSPECTUS DATED 10 DECEMBER 2015 BPE FINANCIACIONES, S.A. (incorporated with limited liability under the laws of the Kingdom of Spain) and BANCO POPULAR ESPAÑOL, S.A. (incorporated with limited liability under the laws of the Kingdom of Spain) €5,000,000,000 Euro Medium Term Note Programme guaranteed as to Notes issued by BPE Financiaciones, S.A. by BANCO POPULAR ESPAÑOL, S.A. (incorporated with limited liability under the laws of the Kingdom of Spain) This Supplement (the “Supplement”, defined as such pursuant to Article 16 of the Prospectus Directive 2003/71/EC) to the Base Prospectus dated December 10, 2015 as supplemented on March 14, 2016 and May 04, 2016 (the “Base Prospectus”) has been approved by the Central Bank of Ireland (the “Central Bank”) as competent authority under the Prospectus Directive 2003/71/EC (the “Prospectus Directive”) and is prepared in connection with the €5,000,000,000 Euro Medium Term Note Programme established by BPE Financiaciones, S.A. ("BPEF") and Banco Popular Español, S.A. ("Banco Popular" or the "Bank" and together with BPEF the "Issuers" and each an "Issuer"). The Central Bank only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC, article 16. Terms defined in the Base Prospectus have the same meanings when used in this Supplement. The payment of all amounts due in respect of the Notes issued by BPEF will be unconditionally and irrevocably guaranteed by Banco Popular. The aggregate principal amount of Notes outstanding and guaranteed will not at any time exceed €5,000,000,000 (or the equivalent in other currencies). This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus approved by the Central Bank of Ireland and any other supplements to the Base Prospectus issued by the Issuers. The Issuers accept responsibility for the information contained in this Supplement and declare that, having taken all reasonable care to ensure that such is the case; the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. On April 20, 2016, BPEF filed with the Spanish Securities Market Commission (the “Commission”) its Annual Report prepared in accordance with International Financial Reporting Standards as adopted by European Union (“IFRS”) for the annual period ended December 31, 2015 (the “2015 Annual Report”). The 2015 Annual Report contains the audited consolidated financial statements of BPEF as at and for the year ended December 31, 2015. A copy of the 2015 Annual Report was filed with the Irish Stock Exchange and with the Central Bank of Ireland and, by virtue of this Supplement, the 2015 Annual Report is incorporated in, and forms part of, the Base Prospectus (save that any documents that are incorporated by reference in the 2015 Annual Report shall not constitute part of the Base Prospectus). To the extent that there is any inconsistency between any statement in this Supplement or any statement incorporated by reference into the Base Prospectus, the statements in this Supplement will prevail. Save as disclosed in this Supplement and any other supplements to the Base Prospectus issued by the Issuers, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. Investors who have not previously reviewed the information contained in the 2015 Annual Report should do so in connection with their evaluation of any securities issued by BPEF. By virtue of this Supplement, the information contained in the 2015 Annual Report is incorporated in, and forms part of the Base Prospectus. The 2015 Annual Report is incorporated by reference in the Supplement and is available for viewing on the website of Banco Popular at http://www.grupobancopopular.com/EN/InvestorRelations/FixedIncomeandRatings/Documents/An nual%20Report%202015_BPE%20Financiaciones%20S%20A.pdf The foregoing website does not form part of this Supplement. In addition, any person receiving a copy of this Supplement may obtain, without charge, upon written or oral request, a copy of the 2015 Annual Report and any other document incorporated by reference in the Base Prospectus, except for the exhibits to such documents (unless such exhibits are specifically incorporated by reference). Copies of such documents will be available free of charge during normal business hours at the offices of Banco Popular Español, S.A. There has been no significant changes in financial and trading position and no material adverse change in prospects since December 31, 2015. Services at Banco Popular Español, Calle José Ortega y Gasset, 29, Madrid, 1ª Planta. THE ISSUERS BPE Financiaciones, S.A. Banco Popular Español, S.A. José Ortega y Gasset, 29 Calle Velázquez, 34 28006 Madrid 28001 Madrid Spain Spain THE GUARANTOR Banco Popular Español, S.A. Velázquez, 34 28001 Madrid Spain ARRANGER AND DEALER Barclays Bank PLC 5 The North Colonnade Canary Wharf 2 London E14 4BB, United Kingdom DEALERS Banco Bilbao Vizcaya Argentaria, S.A. Banco Popular Español, S.A. Ciudad BBVA – Edificio Asia Velázquez, 34 c/Sauceda, 28 28001 Madrid 28050 Madrid Spain Spain Banco Santander, S.A. Barclays Bank PLC Gran Vía de Hortaleza, 3 5 The North Colonnade Edificio Pedreña Canary Wharf 28033 Madrid London E14 4BB Spain United Kingdom BNP Paribas Citigroup Global Markets Limited 10 Harewood Avenue Citigroup Centre London NW1 6AA Canada Square United Kingdom Canary Wharf London, E14 5LB United Kingdom Commerzbank Aktiengesellschaft Crédit Agricole Corporate and Investment Kaiserstraße 16 (Kaiserplatz) Bank 60311 Frankfurt Am Main 9 quai du Président Paul Doumer Germany 92920 Paris La Défense Cedex France Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch One Cabot Square Winchester House London, E14 4QJ 1 Great Winchester Street United Kingdom London EC2N 2DB United Kingdom Goldman Sachs International HSBC Bank plc Peterborough Court 8 Canada Square 133 Fleet Street London, E14 5HQ London EC4A 2BB United Kingdom United Kingdom J.P. Morgan Securities plc Merrill Lynch International 25 Bank Street 2 King Edward Street Canary Wharf London EC1A 1HQ London E14 5JP United Kingdom United Kingdom Morgan Stanley & Co. International plc Natixis 25 Cabot Square 30 avenue Pierre Mendès-France Canary Wharf 75013 Paris London E14 4QA France United Kingdom Nomura International plc Société Générale 1 Angel Lane 29 boulevard Haussmann London EC4R 3AB 75009 Paris United Kingdom France 3 The Royal Bank of Scotland plc Unicredit Bank AG 135 Bishopsgate Arabellastrasse 12 London EC2M 3UR 81925 Munich United Kingdom Germany UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom FISCAL AGENT, PAYING AGENT, CALCULATION AGENT AND TRANSFER AGENT The Bank of New York Mellon, London Branch One Canada Square Canary Wharf London E14 5AL United Kingdom REGISTRAR AND TRANSFER AGENT The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building Polaris-2-4 rue Eugène Ruppert L-2453 Luxembourg IRISH LISTING AGENT The Bank of New York Mellon (Ireland) Limited Hanover Building Windmill Lane Dublin 2 Ireland AUDITORS TO THE ISSUERS PricewaterhouseCoopers Auditores, S.L. Paseo de la Castellana, 259-B 28046 Madrid Spain 4 .
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