Information Memorandum 21 November 2012

BANCO POPULAR ESPAÑOL, S.A. (Incorporated with limited liability in the Kingdom of Spain) €5,000,000,000 EURO-COMMERCIAL PAPER AND CERTIFICATE OF DEPOSIT PROGRAMME

Application has been made to the Irish Stock Exchange Limited for Euro-commercial paper notes (the "Notes") and Euro certificates of deposit ("CDs") issued during the twelve months after the date of this document under the €5,000,000,000 Euro-commercial paper and certificate of deposit programme (the "Programme") of Banco Popular Español, S.A. described in this document to be admitted to the Official List of the Irish Stock Exchange Limited and to trading on its regulated market.

There are certain risks related to any issue of Notes or CDs under the Programme, which investors should ensure they fully understand (see "Risk Factors" on pages 5 to 20 of this Information Memorandum).

Potential investors should note the statements on pages 95 to 102 regarding the tax treatment in Spain of income obtained in respect of the Notes and CDs and the disclosure requirements imposed by Law 13/1985, of 25 May 1985, as amended, on the Issuer relating to the Notes and CDs.

Arranger Barclays

Dealers Banco Popular Español, S.A. Barclays BofA Merrill Lynch Citigroup Credit Suisse Deutsche Bank Goldman Sachs International ING Commercial Banking Morgan Stanley Nomura Rabobank International Société Générale Corporate & Investment Banking The Royal Bank of Scotland UBS Investment Bank

Under the Programme described in this Information Memorandum, Banco Popular Español, S.A. ("Banco Popular" or the "Issuer") may issue and have outstanding at any time Notes and CDs up to a maximum aggregate amount of €5,000,000,000 or its equivalent in alternative currencies. The Issuer has appointed Banc of America Securities Limited, Banco Popular Español, S.A., Barclays Bank PLC, Citibank International plc, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, ING Bank N.V., Morgan Stanley & Co. International plc, Nomura International plc, Société Générale, The Royal Bank of Scotland plc and UBS Limited (the "Dealers") as dealers for the Notes and CDs under the Programme, and has authorised and requested the Dealers to circulate this Information Memorandum in connection with the Programme.

The Issuer accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information.

Notice of the aggregate nominal amount of Notes or CDs, the issue price of Notes or CDs and any other terms and conditions not contained herein which are applicable to each issue of Notes or CDs will be set out in final terms (each the "Final Terms") which will be attached to the relevant Note or CD (see "Forms of the Notes" and "Forms of CDs"). Each Final Terms will be supplemental to and must be read in conjunction with the full terms and conditions of the Notes and CDs. The relevant Final Terms are also a summary of the terms and conditions of the Notes and CDs for the purposes of listing. Copies of each Final Terms containing details of each particular issue of Notes and CDs will be available from the specified office set out below of the Principal Paying Agent (as defined below).

The Issuer has confirmed to the Dealers that the information contained or incorporated by reference in this Information Memorandum is true and accurate in all material respects and is not misleading; that there are no other facts in relation to the information contained or incorporated by reference herein the omission of which would, in the context of the issue of the Notes or CDs, make any statement herein misleading in any material respect and that all reasonable enquiries have been made to verify the foregoing. The Issuer has further confirmed to the Dealers that this Information Memorandum (subject to being supplemented by the relevant Final Terms referred to herein) contains all such information as investors and their professional advisers would reasonably require, and reasonably expect to find, for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and its subsidiaries and of the rights attaching to the relevant Notes or CDs.

This Information Memorandum comprises listing particulars made pursuant to the Listing and Admission to Trading Guidelines for Debt Securities promulgated by the Irish Stock Exchange Limited. This Information Memorandum should be read and construed with any supplemental Information Memorandum, any Final Terms and with any other documents incorporated by reference.

The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes or CDs other than as contained or incorporated by reference in this Information Memorandum, in the Dealer Agreement (as defined herein), in any other document prepared in connection with the Programme or in any Final Terms or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Dealers or any of them.

No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained herein.

Neither the delivery of this Information Memorandum or any Final Terms nor the offering, sale or delivery of any Note or CD shall, in any circumstances, create any implication that there has been no adverse change in the financial situation of the Issuer since the date hereof or, as the case may be, the date upon which this document has been most recently amended or supplemented or the balance sheet date of the most recent financial statements (if any) which are deemed to be incorporated into this document by reference.

- 2-

The distribution of this Information Memorandum and any Final Terms and the offering, sale and delivery of the Notes and CDs in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and/or CDs and on the distribution of this Information Memorandum or any Final Terms and other offering material relating to the Notes and/or CDs, see "Subscription and Sale". In particular, there are restrictions on the distribution of this Information Memorandum and the offer and sale of Notes and CDs in the United States, the United Kingdom, Japan and the Kingdom of Spain.

THE NOTES AND CDs HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).

Neither this Information Memorandum nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.

Neither this Information Memorandum nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes or CDs and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any recipient of this Information Memorandum or any Final Terms should subscribe for or purchase any Notes or CDs. Each recipient of this Information Memorandum or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.

Potential purchasers should determine for themselves the relevance of the information contained in this Information Memorandum as supplemented from time to time and their decision to purchase any of the Notes or CDs should be based upon such investigation as they themselves deem necessary. This Information Memorandum should not be considered as a recommendation by any Dealer to purchase any of the Notes or CDs.

All references in this Information Memorandum to "United States dollars", "U.S.$" or "$" are to the currency of the United States of America, all references to "Sterling" or "£" are to the currency of the United Kingdom, all references to "Japanese Yen" or "¥" are to the currency of Japan and all references herein to "euro", "Euro", "EUR" or "€" denote the single currency of those member states of the European Union participating in European and Monetary Union from time to time.

The Issuer has undertaken, in connection with the admission to listing of the Notes and CDs on the Official List of the Irish Stock Exchange Limited and the admission to trading of the Notes and CDs on the regulated market of the Irish Stock Exchange Limited (the "Main Securities Market"), that if there shall occur any adverse change in the business or financial position of the Issuer or any change in the terms and conditions of the Notes or CDs, that is material in the context of the issuance of Notes or CDs under the Programme, the Issuer will prepare or procure the preparation of an amendment or supplement to this Information Memorandum or, as the case may be, publish a new Information Memorandum, for use in connection with any subsequent issue by the Issuer of Notes or CDs to be admitted to listing on the Official List of the Irish Stock Exchange Limited and to trading on the Main Securities Market of the Irish Stock Exchange Limited. Any such supplement to this Information Memorandum will be subject to the approval for the Irish Stock Exchange Limited prior to its publication.

This Information Memorandum describes in summary form certain Spanish tax implications and procedures in connection with an investment in the Notes or CDs (see "Risk Factors – Risks in Relation to the Notes and CDs – Spanish Taxation" and "Taxation – Taxation in the Kingdom of Spain"). Holders of Notes and CDs must seek their own advice to ensure that they comply with all procedures to ensure correct tax treatment of their Notes and/or CDs.

- 3-

TABLE OF CONTENTS

Page

RISK FACTORS ...... 5 KEY FEATURES OF THE PROGRAMME ...... 21 INFORMATION INCORPORATED BY REFERENCE ...... 24 BANCO POPULAR ESPAÑOL, S.A...... 26 CERTAIN INFORMATION IN RESPECT OF THE NOTES AND CDs ...... 49 FORMS OF NOTES ...... 52 PART A – FORM OF MULTICURRENCY GLOBAL NOTE ...... 52 PART B – FORM OF MULTICURRENCY DEFINITIVE NOTE ...... 62 FORM OF FINAL TERMS ...... 72 FORMS OF CDS ...... 77 PART A – FORM OF MULTICURRENCY GLOBAL CD ...... 77 PART B – FORM OF MULTICURRENCY DEFINITIVE CD ...... 84 FORM OF FINAL TERMS FOR THE CDS ...... 90 TAXATION ...... 95 SUBSCRIPTION AND SALE ...... 103 GENERAL INFORMATION ...... 105

- 4-

RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfill its obligations under Notes or CDs issued under the Programme. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes and CDs issued under the Programme are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes or CDs issued under the Programme, but the inability of the Issuer to pay any amounts due on or in connection with any Notes or CDs may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes or CDs are exhaustive. Prospective investors should also read the information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.

Risks in Relation to the Banking Activities of the Group

The principal types of risk to which the banking activities of the Group (as defined below) are subject include the following:

Credit Risk: Credit risk can be defined as possible losses which may be generated by a potential default in whole or in part of obligations by a counterparty or debtor (including, but not limited to, an insolvency proceeding of a counterparty or debtor). These obligations arise in both the financial activities of the Group and its dealing and investment activities since they arise by means of loans, fixed interest or equity securities, derivative instruments or other types of products (for example, guarantees).

Market Risk: Market risk refers to the uncertainties to which the Group's financial position and future income are exposed as a result of adverse movements in the prices of financial instruments with which the Group operates in its activities in financial and securities markets.

Interest Rate Risk: Overall balance sheet interest risk can be defined as the extent to which an institution may be affected by future movements which occur in market interest rates. The principal reasons for this risk derive from the different speed and intensity with which changes in market interest rates are passed on to assets, liabilities and off-balance sheet positions based on the times when they fall due and repricing.

Short term effects are shown in the profit and loss account and in the medium term are manifested by movements in the financial value of assets and liabilities which form part of the balance sheet.

Liquidity Risk: Liquidity risk comprises uncertainties in relation to the Group's ability, under adverse conditions, to access funding necessary to cover its obligations to customers, meet the maturity of its liabilities and to satisfy capital requirements. It includes both the risk of unexpected increases in the cost of financing and the risk of not being able to structure the maturity dates of the Group's liabilities reasonably in line with its assets, as well as the risk of not being able to meet its payment obligations on time at a reasonable price due to liquidity pressures.

Exchange Rate Risk: The exchange rate risk consists of the potential losses which may occur as a result of adverse movements in exchange rates in respect of the different currencies in which the Group operates.

Operational Risk: Operational risk includes:

(a) the business risk which may result from unforeseeable changes in external factors without sufficient time to make the structural changes necessary to adapt to them, and the risk that unforeseeable events occur which could lead to losses for the Group;

(b) transactional risks resulting from errors in execution, registration failure, deriving from the complexity of certain products, errors in delivery and/or liquidation and/or human error;

(c) risks in operational controls which include losses resulting from potential errors in transaction documentation, in obtaining the appropriate authorisations, fraud, lack of personnel training, failure to comply with limits or procedures laid down, failure of internal controls or unavailability of personnel;

- 5-

(d) losses resulting from material loss and damage as well as extreme events, for example natural disasters;

(e) data processing risks, such as programming errors, systems failure and application design errors; and

(f) legal risks, including the possibility that transactions may not be legally enforceable in the existing legal and/or regulatory framework, and also that change in law and regulations may negatively affect the situation of the Group.

Macroeconomic risks faced by the Group

Continuing unfavourable global economic conditions, and in particular, continuing unfavourable economic conditions in Spain, including any further deterioration in the European or Spanish financial systems, could have a material adverse effect on the Group's business, financial condition and results of operations.

The crisis in worldwide financial and credit markets has led to a global economic slowdown in recent years, with many economies around the world showing significant signs of weakness or slow growth. In Europe, the ongoing uncertainty regarding the budget deficits and solvency of several countries, including Spain, Greece, Portugal, Italy and Ireland, together with the risk of contagion to other more stable countries, has further exacerbated the global economic crisis. In addition, the risk of default on the sovereign debt of those countries and the impact this would have on the Eurozone countries, including the potential risk that one or more countries may leave the Eurozone - either voluntarily or involuntarily - has raised concerns about the ongoing viability of the euro currency and the European Monetary Union ("EMU"). These and other concerns could lead to the re-introduction of individual currencies in one or more EU Member States, or, in more extreme circumstances, the possible dissolution of the euro entirely. The exit of one or more EU Member States from the EMU or the dissolution of the EMU could materially adversely affect the European and global economy, cause a redenomination of financial instruments or other contractual obligations from the euro to a different currency and substantially disrupt capital, interbank, banking and other markets, among other effects, any of which could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

Spain is a focal point of the continuing European sovereign debt crisis.

Since the middle of 2007 in Spain there have been dramatic declines in the housing market, with falling house prices and increasing foreclosures, high levels of unemployment and underemployment, and reduced earnings, or in some cases losses, for businesses across many industries, with reduced investments in growth. These factors have resulted in significant stress for the financial services industry in Spain and have led to distress in credit markets, reduced liquidity for many types of financial assets, including loans and securities, and concerns regarding the financial strength and adequacy of the capitalisation of financial institutions including the Group. Some financial institutions in Spain have failed, some have needed significant additional capital, and others have been forced to seek acquisition partners.

Reflecting concern about the stability of the financial markets generally and the strength of counterparties, as well as concern about their own capital and liquidity positions, many lenders and institutional investors have reduced or ceased providing funding to borrowers. The resulting economic pressure on consumers and businesses and the lack of confidence in the financial markets have exacerbated the state of economic distress and hampered, and to some extent continues to hamper, efforts to bring about and sustain an economic recovery.

These economic conditions have had a material adverse effect on the Group's business, financial condition and results of operations. The management of the Issuer expects these conditions to continue to have an ongoing negative impact on it and the rest of the Group.

Risks in relation to the extraordinary funding of the Spanish financial sector.

The Spanish economy has contracted during the first nine months of 2012 and the Bank of Spain estimates that the recession will continue in 2013. On 25 June 2012, the Spanish Government requested external financial assistance in the context of the ongoing restructuring and recapitalisation of the Spanish banking sector. The terms of the financial assistance were set out in the memorandum of understanding

- 6-

on financial sector policy conditionality dated 20 July 2012 published on the European Commission website (the "Memorandum of Understanding").

The continuing weak economic conditions described above, and the prospect of the continued contraction of the Spanish economy have led Spanish leaders to consider formally requesting a rescue package from the European authorities. The financial assistance offered pursuant to the Memorandum of Understanding, the recapitalisation and restructuring of the Spanish banking sector and, in particular, the announcement of a formal request for a rescue package by the Spanish Government could exacerbate concerns over the stability and solvency of the Spanish banking sector and the ability of the Spanish government to service its debt. In addition, any such rescue package could also impose austerity measures and other restrictions on the Spanish government that could make it difficult for the Spanish government to generate higher revenues and growth in the Spanish economy. The impact of austerity measures, slow growth and weak revenues could raise additional concerns regarding Spain's ability to service its sovereign debt. Any such restrictions, as well as the imposition of additional capital requirements applicable to Spanish banking institutions to stabilise the Spanish financial system, could materially affect the Group's financial condition. Spain's request for a rescue package, the imposition of further austerity measures and increases in capital requirements could have an adverse impact on the Group's ability to generate business or its ability to obtain funding, or could cause a decline in the price of the Group's shares or otherwise adversely impact the Group's business, financial condition, results of operations and prospects. In addition, any such austerity measures could further adversely affect the Spanish economy and reduce the capacity of the Group's borrowers to repay their loans to the Group, increasing the Group's non-performing loans.

Law 9/2012, of 14 November 2012 for the restructuring and resolution of credit institutions ("Law 9/2012") (formerly Royal Decree-Law 24/2012, of 31 August 2012), which is based on the Proposal for a Directive of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and the Memorandum of Understanding, introduces three non-judicial or administrative procedures (to be implemented by the Orderly Banking Restructuring Fund (the "FROB") and the Bank of Spain) for reorganising or winding up banks: (i) early intervention measures will apply when a credit entity breaches, or is likely to breach, solvency, liquidity, organisational structure or internal control requirements, provided that it is foreseeable that the entity will be able to overcome the situation by its own means (although, exceptionally, it may receive public financial support by issuing contingent convertible bonds, which must be redeemed or repurchased within two years); (ii) restructuring measures will apply when a credit entity requires public financial support to ensure its viability but the Bank of Spain considers that objective factors indicate that the entity will be able to repay the support within the terms granted or, in the absence of such objective factors, where the resolution of the institution would have seriously damaging effects on the stability of the financial system as a whole, so that its restructuring would have the beneficial effect of minimising the use of public funds; and (iii) resolution measures of a credit institution shall proceed where the following two circumstances apply simultaneously to it: (a) the institution is not viable or it is reasonably foreseeable that it will not be viable in the near future; and (b) for reasons of public interest, it is necessary or advisable to carry out the resolution of the institution in order to achieve the goals mentioned in Law 9/2012, given that it cannot reasonably be foreseen that dissolution and liquidation of the institution within the framework of an insolvency procedure would achieve those objectives to the same extent. Resolution will also be carried out if it benefits the public interest and the restructuring phase is unsuccessful.

Further to the publication of the results of the stress tests where the 14 banking groups have been categorised into different groups, the Bank of Spain, in coordination with the FROB, is assessing the financial condition of each institution with a view to taking, where necessary, the steps for early intervention, restructuring or resolution set out in Law 9/2012 (as described under the risk factor "The publication of stress test results and evaluations of the asset quality and risk management systems of the main Spanish banking groups mandated by Spain's government and the Bank of Spain may adversely affect the Issuer and the price of its shares", below).

The aforementioned announcements and the recapitalisation and restructuring of the Spanish banking sector in accordance with the terms of the financial assistances package provided by the European Financial Stability Facility ("EFSF"), could create concerns over the stability and solvency of the Spanish banking sector and the ability of the Spanish government to service its debt. In turn, this could have an adverse impact on the Issuer's ability to generate business, its ability to obtain funding or cause a decline in the price of the Issuer's shares or may otherwise adversely impact its business, financial condition or results of operation.

- 7-

The publication of stress test results and evaluations of the asset quality and risk management systems of the main Spanish banking groups mandated by Spain's government and the Bank of Spain may adversely affect the Issuer and the price of its shares.

Spain's government and the Bank of Spain, in response to continuing concerns about the financial soundness of its banking system, coordinated two new initiatives aimed at improving transparency and restoring confidence in the valuation of banking assets within the Spanish banking sector. These initiatives involved independent analyses of the 14 main Spanish banking groups, representing approximately 90 per cent. of the Spanish financial sector.

Independent consulting companies Oliver Wyman and Roland Berger were mandated to conduct stress tests to evaluate the resilience of the Spanish banks and the potential impact on their credit portfolios in the event of a severe deterioration of economic conditions. The results of this analysis, which was designed to provide an indication of the aggregate capital needs of the Spanish banking sector under extreme adverse economic conditions and identify the most vulnerable institutions, were released on 21 June 2012. According to such results, the aggregate capital needs of the Spanish banking sector under a severe adverse economic scenario would range between €51 billion to €62 billion (based on a target core capital ratio of 6 per cent. by 2014), compared to aggregate capital needs ranging between €16 billion to €26 billion under a baseline macroeconomic scenario (based on a target core capital ratio of 9 per cent. by 2014).

For the second analysis, the four largest auditing firms in Spain, Deloitte, PwC, Ernst & Young and KPMG, were mandated to conduct an individualised, in-depth analysis of the internal risk-management procedures for the classification, provisioning for and measurement of risk exposure within the credit portfolio of each of the Spanish banking groups. Oliver Wyman then used this information generated by the four auditing firms to conduct an exhaustive analysis of the quality of the asset portfolio of each of the 14 Spanish banks in order to determine the individual capital needs of each banking group. Based on the results of such analysis, the Bank of Spain and the European Commission, in consultation with the European Banking Authority ("EBA") and in liaison with the European Central Bank ("ECB"), determined the specific capital shortfalls (if any) of each of the 14 banks which, in turn, were classified into four categories on the basis of the magnitude of their capital shortfall (if any) and their ability to fund their capital needs without recourse to state aid.

The "bottom-up" exercise was carried out without the involvement of the banks and consisted of quantifying their capital requirements, in a "base" macroeconomic scenario and in a more stressed "adverse" scenario. The testing took into account information on the credit portfolio in Spain, real estate assets and business plan of each of the banks examined. The stress tests were applied to three years: 2012, 2013 and 2014. The "adverse" scenario considered a highly adverse hypothetical macroeconomic situation for the three years contemplated, which has a less than 1 per cent. likelihood of occurring.

On 28 September 2012, the Bank of Spain published the results of these stress tests. For the Issuer, these were as follows:

- in the base scenario, the Issuer has a capital excess of €677 million; and

- in the adverse scenario it would have a capital shortfall of €3,223 million.

In response to the conclusion that Banco Popular had a capital shortfall under the "adverse" scenario, the Board of Directors submitted a recapitalisation plan to the Bank of Spain (the principal elements of which had been included in its Business Plan approved by the Board of Directors on 30 September 2012 and submitted to the CNMV on 1 October 2012). The Bank of Spain approved the recapitalisation plan on 31 October 2012. The Bank of Spain concluded, together with the European Commission, that Banco Popular would be classified as a group 3 bank (entities with needs of capital equal to 2 per cent. or more of risk-weighted assets). As a group 3 bank, Banco Popular has a plan to bolster the Group's capital requirements on its own by 31 December 2012.

The cornerstones of the recapitalisation plan of Banco Popular are as follows:

• Carry out a capital increase of up to €2,500 million, with preferential subscription rights for existing shareholders, before 31 December 2012.

- 8-

• Recognise impairments and provisions (once certain adverse events occur), of approximately €9,300 million (€3,300 against reserves and €6,000 against profit) before 31 December 2012, that include €7,659 million relating to its exposure to the real estate and construction sector required under Royal Decree-Law 2/2012 and Law 8/2012, before 31 December 2012. As of 30 September 2012, the Group had recognised €3,845 million (approximately 41.3 per cent. of the total amount), of which €2,573 million were made against reserves and €1,272 million against profit. Included in the €3,845 million recognised was €2,753 million (35.9 per cent.) of the required provisions relating to the real estate and construction sector, of which €2,403 million were made against reserves and €350 million against profit. Taking the foregoing into account, the Group had a profit of €251 million and €480 million for the nine months ended 30 September 2012 and the full year 2011, respectively. The potential additional provisions that would be required as of 31 December 2012 assume certain adverse events occur and could result in an estimated loss of approximately €2,300 million for the full year 2012.

• Achieve a more efficient management of all troubled real estate assets through Aliseda, S.A., the company within the Group managing real estate assets, with a view of facilitating the sale of such assets and achieving global management of real estate related non-performing loans.

Risks in relation to the global macroeconomic environment.

Despite the extent of the aforementioned financial assistance, global investor confidence remains cautious. The world's largest developed economies, including the United States and United Kingdom, grew during 2011, although in most cases still at a slow pace. In addition, recent downgrades of the sovereign debt of Greece, Portugal and Spain have caused further volatility in the capital markets. Continued or worsening disruption and volatility in the global financial markets could have a material adverse effect on the Group's ability to access capital and liquidity on financial terms acceptable to the Group, if at all. If capital markets financing ceases to become available, or becomes excessively expensive, the Group may be forced to raise the rates it pays on deposits to attract more customers. Any such increase in capital markets funding costs or deposit rates would entail a repricing of loans, which would result in a reduction of volume, and may also have an adverse effect on the Group's interest margins. A further economic downturn, especially in Spain and other European countries, could also result in a further reduction in business activity, a consequent loss of income for the Group and further losses on the Group's assets resulting in a further reduction of its capital resources.

In addition, a premature removal of the aforementioned support measures as a result of perceived improvement in the financial markets and concerns over the sustainability of public deficits could result in a prolonged economic downturn and further instability in the financial markets, which could have a material adverse effect on the Issuer's business, financial condition and results of operation.

Changes in the regulatory framework, including increased regulation of the financial services industry in the jurisdictions where the Group operates could adversely affect its business.

Substantially all of the Group's operations entail considerable regulatory and legal risk. Most entities within the Group are subject to government regulation and inquiry as financial companies in the markets in which they operate, and regulations may be extensive and may change rapidly. The Bank of Spain (Banco de España), the National Securities Market Commission (Comisión Nacional del Mercado de Valores) and the Directorate General of Insurance and Pension Funds (Dirección General de Seguros y Fondos de Pensiones) are the main regulators of the Group's operations in Spain.

The Group's operations outside of Spain are subject to direct oversight by the local regulators in those jurisdictions. In addition, many of the Group's operations are dependent upon licenses issued by financial authorities, which are typically subject to ongoing compliance with stipulated conditions. If any such licenses were to be revoked, suspended or otherwise amended (including through the imposition of additional or more onerous conditions), whether as a result of a change in law, a failure to comply with stipulated conditions or otherwise, or if other related sanctions were imposed, the Issuer's business, financial condition and results of operations could be adversely affected.

The Group is subject to laws and regulations, administrative actions and policies in each of the jurisdictions in which it operates, all of which may be subject to stricter interpretation and are changing rapidly, and compliance with which may from time to time require significant costs.

- 9-

Financial regulators in Spain or other jurisdictions where the Group conducts business, responding to the current financial crisis or other concerns, have adopted, or are in the process of adopting, new or additional regulations, imposing for example substantial restrictions or limitations on banks' operations, including, among other things, higher capital requirements, heightened disclosure standards and restrictions on certain types of transaction structures.

These or any other restrictions, limitations on the operations of financial institutions and costs involved could have a material adverse effect on the Group's business, financial condition and results of operations.

Risks in relation to changes in Spanish regulations

In response to the financial crisis, the European Union commenced a process of reforms to contend with the deficiencies detected in prudential regulation of the financial services industry. These reforms coincide with what was agreed within the framework of the G-20 and the Basel III amendment. The European Parliament has amended existing regulations with respect to banks affiliated to a central body, certain elements of capital, the supervisory system and crisis management. In Spain, Act 6/2011, of April 11, was passed, with the object of commencing the transposition of the relevant directives adopted by the European Parliament, as well as Royal Decree-Law 2/2011, of February 18, 2011, for the reinforcement of the financial system, Royal Decree-Law 2/2012, of February 4, 2012, relating to the clean-up of the financial sector, Law 8/2012 (formerly Royal Decree-Law 18/2012, of May 11, 2012), which increased provisions and capital requirements to be held on balance sheets of Spanish banks (which had been abrogated by Law 8/2012, of 30 October relating to the clean-up and sale of real estate assets in the financial sector), and Law 9/2012. These legislative measures are intended to tighten the capital requirements of credit institutions. In addition, the Bank of Spain issued Circular 9/2010 of December 22, 2010, (amending Circular 3/2008 of May 22, 2008) amending certain rules in order to establish more restrictive conditions regarding capital requirements for credit risk, credit risk mitigation techniques, securitisation and treatment of counterparty and trading book risk. The circular was issued in response to two EU Directives on risk management (Directive 2009/27/CE and Directive 2009/83/CE) and Circular 4/2011 of 30 November, which completes the implementation of Directive 2009/111/EU and Directive 2010/76/EU, commences the implementation of Basel III and completes the process of establishing more restrictive conditions regarding capital requirements for credit risk.

Royal Decree-Law 2/2011 required that consolidated groups of credit entities reach a core capital ratio throughout the 2011 fiscal year of 8 per cent. of their risk-weighted exposures, unless their wholesale funding ratio exceeded 20 per cent. and at least 20 per cent. of their capital or voting rights are not placed with third parties, in which case the above requirement stands at 10 per cent. of their risk-weighted assets. As at 30 September 2012, the Issuer had core capital of €10,013 million, 10.56 per cent.

On 8 December 2011, the EBA in the EBA/REC/2011/1 Recommendation established exceptional measures for certain credit institutions such as the Issuer in order to strengthen their capital structure, including the obligation to build a temporary capital buffer to reach a 9 per cent. core tier 1 ratio by 30 June 2012. On 11 July 2012, the EBA confirmed that the Issuer had successfully passed this test.

On 8 December 2011 the Issuer reported on the notice received from the Bank of Spain in relation to the EBA announcement of new capital requirements, updated with information up to September 2011, which totalled €2,581 million, €900 million of which referred to sovereign debt adjustments. The new requirements impose an increase of €219 million in the regulatory capital required compared to the requirements published as of June 2011, due to the updated price of sovereign debt caused by changing market conditions between June and September and a change in the calculation method use by the EBA, which in September included adjustments to the fair market value of European debt hedging instruments. On 20 January 2012, the Issuer presented a detailed plan to the Bank of Spain describing the measures to be implemented to meet the capitalisation requirements, which was updated on 1 October 2012.

In addition, on 3 February 2012, Spain's government enacted Royal Decree-Law 2/2012, which aims at strengthening the Spanish banking system by requiring all Spanish banks to increase provisions and capital requirements in respect of certain real estate-related assets held on their balance sheets as of 31 December 2011.

On 7 June 2012, the Issuer reported on the requirements contained in Royal Decree-Law 2/2012 for increasing the coverage of real estate balances and loans for real estate development and construction on its balance sheet. the Issuer reported that the impact of the new requirements amounted to provisions of

- 10-

approximately €4,000 million, €2,900 million for the Issuer and €1,100 million for Banco Pastor, approximately €2,500 million covered as at the date of this Information Memorandum.

Further, on 11 May 2012, Spain's government enacted Law 8/2012 (formerly Royal Decree-Law 18/2012), which imposed additional coverage requirements due to the deterioration of financial transactions linked to real estate activities where such transactions are classified as "normal".

Law 8/2012 anticipates and raises, by a considerable amount, the provisions for non problematic loans for real estate construction and development, from 7 per cent. to 29 per cent. for loans on real estate under development; from 7 per cent. to 14 per cent. for loans to developers and completed residential property, and from 7 per cent. to 52 per cent. for all other loans to the real estate construction and development sector under normal circumstances.

Under Law 8/2012, the Issuer must implement these provisions within a period of two fiscal years. The provisional calculation of the provisions that the Issuer will need to have in place pursuant to Law 8/2012 is €3,300 million, net of taxes (to cover both Banco Popular and Banco Pastor).

On 11 June 2012, the Issuer submitted to the Bank of Spain a plan detailing the measures it intends to take in order to comply with the requirements introduced under Law 8/2012 (the "Proposed Plan"), as approved by the Bank of Spain on 27 June 2012. The Proposed Plan included (inter alia) a share capital increase announced in October 2011 in connection with the acquisition of Banco Pastor, and real estate related asset divestment programme and related execution calendar.

Law 9/2012 establishes that, from 1 January 2013, consolidated groups of credit institutions, as well as credit institutions which are not integrated in a consolidated group, which are able to attract refundable funds from the general public, excluding Spanish branches of foreign credit entities, must maintain a core capital of at least 9 per cent. of their risk-weighted exposures calculated in accordance with the rules on capital adequacy provided by Law 13/1985, of 25 May (Ley 13/1985, de 25 de mayo, de Coeficientes de Inversión, Recursos Propios y Obligaciones de Información de los Intermediarios Financieros) and any implementing regulation, and subject to the compliance with the capital adequacy requirements imposed therein. Law 9/2012 establishes that the obligation to provide foreclosed assets, or assets received, as payment to asset management companies referred to in Chapter II of Law 8/2012, will not apply to those banks majority owned by the FROB, or subject to a resolution process, or to other credit institutions which belong to its consolidated group or subgroup.

There can be no assurance that the Proposed Plan referred to above, or the revised business plan, which sets out a further capital increase (as described under "Banco Popular Español, S.A. – Recent Developments", below) will be met. Even if the Proposed Plan and the revised business plan are met, there can be no assurance that it will be successful in ensuring the Issuer's compliance with Law 8/2012, of 30 October, Law 9/2012 or any other applicable regulation. Should these measures fail to bring the Issuer's capital deficit to below 2 per cent. of risk-weighted assets before 31 December 2012, the Issuer will be required, as a provisional measure, to issue a contingent convertible bond ("COCOs") before that date. The FROB would subscribe the issue of COCOs, which would need to be repurchased by the Issuer on or before 30 June 2013 if the Issuer manages to reduce its capital deficit using its own means. Should it fail to do so, it would be recapitalised by the total or partial conversion of such COCOs into ordinary shares. In this case, the Issuer would have to submit a restructuring plan in accordance with Law 9/2012.

If the Group is unable to fully carry out the proposed capital increase, it could be required to issue COCOs and, if the Group fails to redeem such COCOs prior to 30 June 2013, such COCOs would be converted into ordinary shares, which could have a dilutive effect on its shareholders, including investors in the new shares.

Compliance with the above detailed legislation may require the Issuer to dispose of certain of its assets, raise additional capital and/or make additional provisions, amongst other possible measures.

Between January 2013 and January 2019 the progressive introduction of the new capital parameters for financial institutions established by Basel III will take place. Furthermore, greater capital requirements imposed by the Spanish regulator (in line with those established by Royal Decree-Law 2/2011 and Law 9/2012 for the restructuring and resolution of credit institutions) may translate into additional capital needs and could adversely affect the Issuer's business. There can be no assurance that the implementation of these parameters or of any other new regulations will not adversely affect the Issuer's capacity to pay

- 11-

dividends or will not require the Issuer to issue securities that are classified as regulatory capital or to sell assets at a loss or to reduce its business activity, which could have an adverse effect on the business, financial condition or results of operations of the Issuer.

The European Union has created the European Systemic Risk Board to monitor financial stability and implemented rules that will increase capital requirements for certain trading instruments or exposures and impose compensation limits on certain employees located in affected countries. In addition, the European Commission is considering a wide array of other initiatives, including separating wholesale and retail banking activities, new legislation that will affect derivatives trading, impose surcharges on "globally" systemically important firms and possibly impose new levies on bank balance sheets.

The Basel Committee on Banking Supervision announced in December 2010 revisions to its Capital Accord, which will require higher capital ratio requirements for banks, narrow the definition of capital, and introduce short term liquidity and term funding standards, among other things. Also being considered is the imposition of a bank surcharge on institutions that are determined to be "globally significant financial institutions." These requirements could increase the Group's funding and operational costs.

These and any additional legislative or regulatory actions in Spain, Portugal, the European Union, the United States or other countries, and any required changes to the Group's business operations resulting from such legislation and regulations, could result in significant loss of revenue, limit the Group's ability to pursue business opportunities in which the Group might otherwise consider engaging, affect the value of assets that the Group holds, require the Group to increase its prices and therefore reduce demand for its products, impose additional costs on the Group or otherwise adversely affect its businesses. Stricter requirements imposed on Spanish financial institutions relative to those imposed in other countries could also affect the competitive position of the Issuer relative to other institutions in Europe. Accordingly, the Group cannot provide assurance that any such new legislation or regulations would not have a material adverse effect on its business, results of operations or financial condition in the future.

In addition, increasing regulatory capital requirements may create a need for the Issuer to raise additional capital. For example, the Proposed Plan involved a share capital increase, which was announced in October 2011 in connection with the acquisition of Banco Pastor (see "Banco Popualr Español, S.A. – Recent Developments"). The new Business Plan, published on 1 October 2012, announced a capital increase with preferential subscription rights for existing shareholders for an amount up to €2.5 billion. The Issuer will continue evaluating potential sources of funding, including additional capital increases and new issuances of mandatorily convertible notes.

The Group may also face increased compliance costs and limitations on its ability to pursue certain business opportunities. Changes in regulations, which are beyond the Group's control, may have a material effect on the Group's business and operations. As some of the banking laws and regulations have been recently adopted, the manner in which those laws and related regulations are applied to the operations of financial institutions is still evolving. Moreover, no assurance can be given generally that laws or regulations will be adopted, enforced or interpreted in a manner that will not have a material adverse effect on the Group's business.

The Issuer's business is substantially dependent on the Spanish economy.

As the Issuer's activity is mainly concentrated in Spain, its performance is influenced by the cyclical nature of financial activity in that country, which is in turn impacted by both domestic and international economic and political events.

The Spanish economy has been affected by the slowdown in global growth and is particularly sensitive to economic conditions in the rest of the European Economic Area, the primary market for Spanish goods and services exports. The pace of recovery in private domestic demand in the short- and medium-term is expected to continue to be hindered by weak economic fundamentals and the effects of on-going adjustments in the private sector, such as private deleveraging.

There are diverse factors influencing the Spanish economy that could adversely affect the Issuer's business including, in particular, the structural adjustment taking place in the real estate sector, which is associated with reduced access to credit for property purchases and contracted residential investment; and the restructuring of the financial sector. In addition, increases in interest rates in the Euro could also hinder the recovery of the Spanish economy.

- 12-

There can be no assurance that any adverse changes that may affect the Spanish economy, including but not limited to, downward movements in employment and the housing market or other factors which may contribute to an increase in Spain's fiscal deficit, will not negatively affect the business and profitability of the Issuer or the Group.

The financial problems faced by the Group's customers could adversely affect the Group.

Market turmoil and economic recession, especially in Spain, could materially and adversely affect the liquidity, businesses and/or financial conditions of the Group's borrowers, which could in turn increase the Group's non-performing loan ratios, impair the Group's loan and other financial assets and result in decreased demand for borrowings in general. In the context of the recovery from the recent market turmoil and economic recession, and with high unemployment coupled with low consumer spending, the value of assets collateralising the Group's secured loans, including homes and other real estate, could still decline significantly, which could result in the impairment of the value of the Group's loan assets. In addition, the Group's customers may further significantly decrease their risk tolerance to non-deposit investments such as stocks, bonds and mutual funds, which would adversely affect the Group's fee and commission income. Any of the conditions described above could have a material adverse effect on the Group's business, financial condition and results of operations.

Increased exposure to the real estate market has made the Issuer more vulnerable to market fluctuations in the price of real estate.

As a material portion of the Issuer's loan portfolio is linked to the real estate market, it is exposed to market fluctuations in the price of real estate.

From 2002-2007, population increase, economic growth and the strength of the labour market in Spain, together with the decrease in interest rates within the EU, led to an increase in demand for mortgage loans. This contributed to increased real estate prices in Spain, which, in turn, has led to speculation that there could be a significant downturn in the Spanish real estate market. During late 2007, the housing market began to adjust in Spain as a result of excess supply and higher interest rates. Since 2008, as economic growth came to a halt in Spain, housing oversupply has persisted, unemployment has continued to increase, housing demand has continued to decrease and home prices have declined while mortgage delinquencies have increased. Further, recent government measures, such as the increase in the value added tax rate of real estate transactions may lead to further declines in demand for property. These trends, especially higher interest rates and unemployment rates coupled with declining real estate prices, could have a material adverse impact on the Issuer's mortgage payment delinquency rates, which in turn could have a material adverse effect on its business, financial condition and results of operations.

In addition, the decline in property prices decreases the value of the real estate securing the Issuer's mortgage loans and adversely affects the credit quality of property developers to whom the Issuer has lent. A further decrease in real estate prices may occur including to levels below the outstanding principal balance on these loans, which may require the Issuer to reclassify the relevant loans, establish additional provisions for loan losses and increase reserve requirements. Decreasing real estate prices therefore increase the risk of loss and decrease the value of the Issuer's real estate loan portfolio, which could have a material adverse effect on its business, results of operation and financial condition.

Household and corporate indebtedness could endanger the Issuer's asset quality and future revenues.

The indebtedness of Spanish households and firms has increased in recent years, which represents increased risk for the Spanish banking system. The increase of loans referenced to variable interest rates make debt service on such loans more vulnerable to changes in interest rates than in the past. The increase in households' and firms' indebtedness also limits their ability to incur additional debt, decreasing the number of new products the Issuer may otherwise be able to sell them, which may have an adverse affect on the Issuer's business, financial position and results of operations.

The Issuer faces increasing competition in its business lines.

The markets in which the Issuer operates are highly competitive. Financial sector reforms in Spain and in the European Union have increased competition among both local and foreign financial institutions, and the Issuer believes that this trend will continue. There is also a trend towards consolidation in the banking industry, which has created larger and stronger banks with which the Issuer must compete. In 2007, there

- 13-

were over 50 Spanish banks; as of the date of this Information Memorandum, there are fewer than 20. This trend is expected to continue as the Bank of Spain continues to impose measures aimed at restructuring the Spanish financial sector, including requirements that smaller, regional banks consolidate into larger, more solvent and competitive entities, and that overcapacity be reduced.

Some of the Issuer's competitors, including well-established domestic banks in each of the regional Spanish markets in which it operates, as well as international banks with operations in the regions in which the Issuer operates, may have better banking relationships with corporate and retail clients that comprise its target customer bases and may have greater resources.

In addition, the Issuer faces increased pressure to meet rising customer demands to provide new banking products. There is no guarantee that the Issuer's management and employees will succeed in adopting new work methods and approaches to customer service that will keep up with the pace of change in the current banking environment, which may adversely affect its ability to successfully compete in its primary markets.

Further, the number of banking transactions conducted over the internet in the markets in which the Issuer operates has grown in recent years and is expected to grow further. The Issuer may be unable to compete with other banks that offer more extensive online services to their customers than it currently offers to its customers. The Issuer also faces competition from non-bank financial institutions and other entities, such as leasing companies, mutual funds, pension funds and insurance companies and, to a lesser extent, department stores (for some consumer finance products).

The current economic environment in Spain has generated significant competition on the basis of interest rates among lending institutions in the demand for all types of deposits. This competition has prompted financial institutions to offer increasingly higher interest rates on deposits, which generates higher interest expenses without a corresponding increase in interest income. Increasing competitive pressures could cause the Issuer to lose customer deposits to its competitors or force the Issuer to offer interest rates on deposits that are higher than the rates received on its loan products. As a result, the Issuer could suffer losses which could have a material adverse effect on its business, results of operations and financial condition.

The Issuer also faces competition from non-bank competitors, such as leasing and factoring financial providers, mutual funds, pension funds and insurance companies. The Issuer cannot be certain that competition from these competitors will not adversely affect the Issuer's competitive position.

Liquidity constraints could lead to increased financing costs or changes in the lending practices of the Issuer.

Ready access to funds is essential to any banking business, including that of the Issuer. The Issuer's ability to raise funds may be impaired by factors that are not specific to its operations, such as general market conditions, disruption of the financial markets or negative views about the prospects of the industries to which the Issuer provides a large proportion of loans, which could in turn generate a negative view of the Issuer's liquidity among creditors and result in a less favourable credit rating, higher borrowing costs and poorer access to funds. The Issuer may be unable to secure additional funding in the international capital markets if conditions in these markets, or its credit ratings, were to deteriorate.

Further, customer deposits are a significant source of funding for the Issuer. There can be no assurance that in the event that the Issuer's depositors withdraw their funds at a rate faster than the rate at which borrowers repay their loans, it will be able to maintain its current levels of funding without incurring higher funding costs or having to liquidate certain of the Group's assets. A shortage of funds from retail deposits could have a material adverse effect on the Group's business, financial condition and results of operations.

In addition, as sources of liquidity introduced as extraordinary measures in response to the financial crisis are withdrawn (such as financing from the European Central Bank, the Spanish treasury, the Instituto Oficial de Crédito and various Spanish public administrations), expansionary economic policies are removed from the market and the market adjusts accordingly, there can be no assurance that the Issuer will be able to continue funding its business or maintain its current levels of funding without incurring higher funding costs or having to liquidate certain of its assets.

- 14-

There can be no assurance that, in the event that depositors withdraw their funds at a rate faster than the rate at which borrowers repay their loans or in the event of a sudden or unexpected shortage of funds in the banking systems or money markets in which the Issuer operates, the Issuer will be able to meet its liquidity needs or to do so without incurring higher funding costs or having to liquidate certain of its assets which could reduce its asset management income and have a material adverse effect on its interest margins, as well as a material adverse effect on the Issuer's business, financial condition and results of operations.

Risks concerning borrower credit quality and general economic conditions are inherent in the Group's business.

Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of the Group's businesses. Adverse changes in the credit quality of the Group's borrowers and counterparties or a general deterioration in Spanish or global economic conditions, or arising from systemic risks in the financial systems, could reduce the recoverability and value of the Group's assets and require an increase in the Group's level of allowances for credit losses. Deterioration in the economies in which the Group operates could reduce the profit margins for the Group's banking and financial services businesses.

The Group is exposed to risks faced by other financial institutions.

The Group routinely transacts with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Defaults by, and even rumours or questions about the solvency of, certain financial institutions and the financial services industry generally have led to market-wide liquidity problems and could lead to losses or defaults by other institutions. These liquidity concerns have had, and may continue to have, a chilling effect on inter-institutional financial transactions in general. Many of the routine transactions the Group enters into expose it to significant credit risk in the event of default by one of the Group's significant counterparties. Despite the risk control measures the Group have in place, a default by a significant financial counterparty, or liquidity problems in the financial services industry in general, could have a material adverse effect on the Group's business, financial condition and results of operations.

Portions of the Group's loan portfolio are subject to risks relating to force majeure and any such event could materially adversely affect its operating results.

The Group's financial and operating performance may be adversely affected by force majeure events, such as natural disasters, particularly in locations where a significant portion of its loan portfolio is composed of real estate loans. Natural disasters such as earthquakes and floods may cause widespread damage which could impair the asset quality of its loan portfolio and could have an adverse impact on the economy of the affected region.

The Group may generate lower revenues from brokerage and other commission- and fee-based businesses.

Market downturns have led to declines in the volume of transactions that the Group executes for its customers and to declines in the Group's non-interest revenues. In addition, because the fees that the Group charges for managing its clients' portfolios are in many cases based on the value or performance of those portfolios which have reduced in value and which have been subject to an increased amount of withdrawals, the revenues the Group receives from its asset management and private banking and custody businesses have been reduced.

In addition to the effects of the market downturn, below-market performance by the Group's mutual funds may result in increased withdrawals and reduced inflows, which would reduce the revenue the Group receives from its asset management business.

Market risks associated with fluctuations in bond and equity prices and other market factors are inherent in the Group's business. Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and leading to material losses.

The performance of financial markets may cause changes in the value of the Group's investment and trading portfolios. In some of the Group's business, protracted adverse market movements, particularly asset price decline, can reduce the level of activity in the market or reduce market liquidity. These

- 15-

developments can lead to material losses if the Group cannot close out deteriorating positions in a timely way. This may especially be the case for assets of the Group for which there are less liquid markets. Assets that are not traded on stock exchanges or other public trading markets, such as derivative contracts between banks, may have values that the Group calculates using models other than publicly quoted prices. Monitoring the deterioration of prices of assets like these is difficult and could lead to losses that the Group does not anticipate.

The volatility of world equity markets due to the recent economic uncertainty has had a particularly strong impact on the financial sector. Continued volatility may affect the value of the Group's investments in entities in this sector and, depending on their fair value and future recovery expectations, could become a permanent impairment which would be subject to write-offs against the Group's results.

Despite the Group's risk management policies, procedures and methods, the Group may nonetheless be exposed to unidentified or unanticipated risks.

The Group's risk management techniques and strategies may not be fully effective in mitigating the Group's risk exposure in all economic market environments or against all types of risk, including risks that the Group fails to identify or anticipate. Some of the Group's qualitative tools and metrics for managing risk are based upon the Group's use of observed historical market behaviour. The Group applies statistical and other tools to these observations to arrive at quantifications of its risk exposures. These qualitative tools and metrics may fail to predict future risk exposures. These risk exposures could, for example, arise from factors the Group did not anticipate or correctly evaluate in its statistical models. This would limit the Group's ability to manage its risks. The Group's losses thus could be significantly greater than the historical measures indicate. In addition, the Group's quantified modelling does not take all risks into account. The Group's more qualitative approach to managing those risks could prove insufficient, exposing it to material unanticipated losses. If existing or potential customers believe the Group's risk management is inadequate, they could take their business elsewhere. This could harm the Group's reputation as well as its revenues and profits.

Volatility in interest rates may negatively affect the Group's net interest income and increase the Group's non-performing loan portfolio.

Changes in market interest rates could affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income leading to a reduction in the Group's net interest income. Income from treasury operations is particularly vulnerable to interest rate volatility. Interest rates are highly sensitive to many factors beyond the Group's control, including increased regulation of the financial sector, monetary policies, domestic and international economic and political conditions and other factors.

Rising interest rates may also lead to an increase in the Issuer's bad and doubtful debts portfolio if borrowers cannot refinance in a higher interest rate environment, resulting an increase in defaults on its loans to customers if borrowers are unable to meet their increased interest expense obligations and reduce demand for loans and the Issuer's ability to generate loans.

Changes in interest rates may therefore have a material adverse effect on the Group's interest margins as well as the Issuer's business, financial condition and results of operations.

Operational risks are inherent in the Group's business.

The Group's businesses depend on the ability to process a large number of transactions efficiently and accurately. Losses can result from inadequate personnel, inadequate or failed internal control processes and systems, or from external events that interrupt normal business operations. The Group also faces the risk that the design of its controls and procedures prove to be inadequate or are circumvented.

In addition, any persons that circumvent the security measures could wrongfully use the Group's confidential information or that of its clients, which could expose it to a risk of loss, regulatory consequences or litigation and could negatively impact its reputation and brand name.

The banking business involves the routine handling of large amounts of money, creating the risk of theft, fraud or deception carried out by clients, third-party agents, employees and managers. The employees of the Group may also commit errors that could subject it to financial claims for negligence and otherwise,

- 16-

as well as regulatory actions. Despite the risk management measures put in place by the Issuer, there can be no assurance that funds under its control could lead to inappropriate or illegal manners, which could expose the Issuer to liability to customers, governmental sanctions, negative publicity, loss of customers and other negative consequences.

Substantial losses incurred by the Issuer's customers as a result of any security breaches, errors, omissions, malfunctions, system failures or disaster could subject it to claims from clients for recovery of such losses. These claims, together with the resulting damage to the Issuer's reputation, could have a material adverse effect on its business, financial condition and results of operation.

The Group relies on recruiting, retaining and developing appropriate senior management and skilled personnel.

The Group's continued success depends in part on the continued service of key members of its management team. The ability to continue to attract, train, motivate and retain highly qualified professionals is a key element of the Group's strategy. The successful implementation of the Group's growth strategy depends on the availability of skilled management, both at its head office and at each of its business units. If the Group or one of its business units or other functions fails to staff its operations appropriately or loses one or more of its key senior executives and fails to replace them in a satisfactory and timely manner, the Group's business, financial condition and results of operations, including control and operational risks, may be adversely affected. Likewise, if the Group fails to attract and appropriately train, motivate and retain qualified professionals, its business may also be affected.

The Group is exposed to risk of loss from legal and regulatory proceedings.

The Group faces various issues that may give rise to risk of loss from legal and regulatory proceedings. These issues include appropriately dealing with potential conflicts of interest, legal and regulatory requirements, ethical issues, and conduct by companies in which the Group holds strategic investments or joint venture partners, which could increase the number of litigation claims and the amount of damages asserted against the Group or subject the Group to regulatory enforcement actions, fines and penalties.

Credit, market and liquidity risks may have an adverse effect on the Issuer's credit ratings and the cost of funds. Any reduction in the Issuer's credit rating could increase its cost of funding and adversely affect its interest margins.

Credit ratings affect the cost and other terms upon which the Issuer is able to obtain funding. Rating agencies regularly evaluate the Issuer and their ratings of its long-term debt are based on a number of factors, including its financial strength as well as conditions affecting the financial services industry generally.

Any downgrade in the Issuer's ratings could increase its borrowing costs, limit its access to capital markets and adversely affect the ability of the Issuer's business to sell or market its products, engage in business transactions—particularly longer-term and derivatives transactions—and retain its customers. This, in turn, could reduce the Issuer's liquidity and have an adverse effect on its financial position and results of operations.

As at the date of this Information Memorandum, the Issuer's rating and outlook are as follows:

Individual/Financial Agency Long term Short term Strength Outlook

Moody's ...... Ba1 NP Ba2 Review for possible downgrade

Standard & Poor's ...... BB B bb- Watch negative

Fitch ...... BB+ B bb+ Stable

- 17-

DBRS ...... A (low) R-1 (low) A (low) Negative

In light of the difficulties in the financial services industry and the financial markets, there can be no assurance that the rating agencies will maintain their current ratings or outlooks. With regard to those rating agencies who have a negative outlook on the Group, there can be no assurances that such agencies will revise such outlooks upward. The Group's failure to maintain favourable ratings and outlooks could increase the cost of its funding and adversely affect the Group's interest margins.

In addition, certain countries in Europe, including Spain, have relatively large sovereign debts or fiscal deficits, or both. Several EU countries have recently experienced significant increases in their cost of funding which, in the case of certain countries has led them to seek financial assistance from the European Commission and the International Monetary Fund. Spain has also recently experienced increases in its cost of funding due to concerns regarding rising sovereign debt levels. Any downgrade in the credit rating of the Kingdom of Spain or increasing concerns about its ability to make payments on its sovereign debt could lead to an increase in the Issuer's borrowing costs, limit its access to capital markets and adversely affect the sale or marketing of its products, its participation in business transactions and its ability to retain customers, which could adversely affect its liquidity and have a material adverse effect on its business, financial condition and results of operation.

The Issuer's insurance coverage may not adequately cover its losses.

Due to the nature of the Issuer's operations and the nature of the risks that it faces, there can be no assurance that the insurance coverage it maintains is adequate. If the Issuer were to suffer a significant loss for which it is not insured, its business, financial condition and results of operations could be materially adversely affected.

Risks in relation to the integration of Banco Pastor

Following the acquisition of Banco Pastor and the registration of the Deed of Merger between Banco Popular and Banco Pastor at the Mercantile Registry of Madrid on 28 June 2012, Banco Pastor and its consolidated subsidiaries have been integrated into the Group. As a consequence of such merger under universal succession, all of the rights and obligations of Banco Pastor have been assumed by Banco Popular.

Following the merger of Banco Pastor into the Group, the operational integration of Banco Pastor into the Group entails certain risks including, inter alia, the following risks:

Emergence of liabilities that were hidden or unknown at the time of acquisition.

Despite the legal and business due diligence review conducted of Banco Pastor, the Issuer may uncover information after having acquired Banco Pastor that was not known to the Issuer prior to the completion of the merger and which may give rise to significant new contingencies or to contingencies in excess of the projections made by the Issuer. Any losses incurred by the Issuer as a result of the occurrence of any such contingencies relating to Banco Pastor and hidden from the Issuer in the context of the Acquisition could have a material adverse effect on the business, financial conditions and results of operations of the Group.

Risks deriving from the integration of Banco Pastor into the Group.

The operational integration of Banco Pastor into the Group could prove to be difficult and complex, and the benefits and synergies obtained from that integration may not be in line with expectations. The Issuer could, for example, face difficulties as a consequence, inter alia, of the existence of conflicts of interest between, among others, the respective control structures, procedures, standards, business cultures and policies, or compensation structures of Banco Popular and Banco Pastor, the need to implement, integrate and harmonise diverse business operating procedures and systems and financial, accounting, reporting systems and other systems of Banco Popular and Banco Pastor.

Also, the need for a large part of the attention of the management of the Issuer to be focused on questions arising from the integration with Banco Pastor could have an adverse effect on its business. If the Issuer is unable to manage the expanded organisation efficiently, this could result in a loss of market share and

- 18-

of key clients, in addition to any other difficulties that could arise if full integration of Banco Pastor's assets and resources is not achieved, which could have a material adverse effect on the business, financial position and results of operations of the Group.

The Group may not be able to retain key employees or manage its staff efficiently.

The success of the Group will depend in part on its ability to retain key personnel of the Issuer and Banco Pastor, and on successful management of the Group as a whole. Factors that could influence key personnel to leave the Group include difficulty integrating both the operations of Banco Popular and those of Banco Pastor, uncertainty in relation to such integration or unwillingness to work in the context of the enlarged Group. Furthermore, competitive pressures may make it difficult to replace skilled employees who choose to leave the Group. In addition, the Issuer may encounter difficulties in efficiently managing a larger workforce. There can be no assurances that the Issuer will be able to manage these risks successfully. If the Issuer is unable to manage these risks successfully, this could have a material adverse effect on business, financial position and results of operations of the Group.

Risks in Relation to the Notes and CDs

There is no active trading market for the Notes or CDs.

Notes and CDs issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market. If the Notes or CDs are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon the market for similar securities, general economic conditions and the financial condition of the Issuer. Although applications have been made for Notes and CDs issued under the Programme to be admitted to the Official List of the Irish Stock Exchange Limited and to trading on the Main Securities Market of the Irish Stock Exchange Limited, there is no assurance that such applications will be accepted, that any particular issue of Notes or CDs will be so admitted or that an active trading market will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for any particular issue of Notes or CDs.

Global Notes and Global CDs held in a clearing system.

Because the Global Notes and Global CDs are held by or on behalf of Euroclear and/or Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with the Issuer.

Notes and CDs issued under the Programme may be represented by one or more Global Notes or Global CDs, as the case may be. Such Global Notes or Global CDs will be deposited with a common depositary for Euroclear and/or Clearstream, Luxembourg. Except in the circumstances described in the relevant Global Note or Global CD, investors will not be entitled to receive definitive Notes or definitive CDs, as the case may be. Euroclear and/or Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Notes or Global CDs. While the Notes and CDs are represented by one or more Global Notes or Global CDs, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg.

While the Notes or CDs are represented by one or more Global Notes or Global CDs, as the case may be, the Issuer will discharge its payment obligations under the Notes or CDs by making payments to the common depositary or common safekeeper for Euroclear and/or Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note or Global CD must rely on the procedures of Euroclear and/or Clearstream, Luxembourg to receive payments under the relevant Notes or CDs. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes or Global CDs.

Holders of beneficial interests in the Global Notes or Global CDs will not have a direct right to take enforcement action against the Issuer under the relevant Notes or CDs but will have to rely upon their rights under the Deed of Covenant.

Investment in fixed rates Notes or CDs involves the risk that subsequent changes in market interest rates may adversely affect the value of the fixed rate Notes or CDs (as applicable). Investment in floating rate Notes or CDs or Notes or CDs with interest determined by reference to Euro OverNight Index Average ("EONIA") or other published interest rate reference rates, involves the risk that interest rates may vary from time to time, resulting in variable interest payments to Noteholders.

- 19-

Risks Relating to the Insolvency Law.

Law 22/2003 (Ley Concursal) dated 9 July 2003 ("Law 22/2003" or the "Insolvency Law"), which came into force on 1 September 2004, provides, among other things, that: (i) any claim may become subordinated if it is not included in a company's accounts or otherwise reported to the insolvency administrators within one month from the last official publication of the court order declaring the insolvency, (ii) provisions in a contract granting one party the right to terminate on the other's insolvency may not be enforceable, and (iii) interest (other than any interest accruing under secured liabilities up to an amount equal to the value of the security) shall cease to accrue as from the date of the declaration of insolvency and any amount of interest accrued up to such date (other than any interest accruing under secured liabilities up to an amount equal to the value of the security) shall become subordinated.

As such, certain provisions of the Insolvency Law could affect the ranking of the Notes and CDs or claims relating to the Notes and CDs on the insolvency of the Issuer.

The Issuer may redeem the Notes or CDs for tax reasons.

An optional redemption feature of Notes or CDs is likely to limit their market value. During any period when the Issuer may elect to redeem Notes or CDs, the market value of those Notes or CDs generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes or CDs if it has or will become obliged to pay additional amounts pursuant to the terms and conditions of the Notes or CDs as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Spain or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction) which change or amendment becomes effective on or after the date of this Information Memorandum and such obligation cannot be avoided by the Issuer taking reasonable measures available to it.

Potential investors should consider the reinvestment risks in light of other investments available at the time any Notes or CDs are so redeemed.

- 20-

KEY FEATURES OF THE PROGRAMME

Issuer: Banco Popular Español, S.A.

Arranger: Barclays Bank PLC

Dealers: Banc of America Securities Limited Banco Popular Español, S.A. Barclays Bank PLC Citibank International plc Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International) Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch Goldman Sachs International ING Bank N.V. Morgan Stanley & Co. International plc Nomura International plc Société Générale The Royal Bank of Scotland plc UBS Limited

Issue Agent and Principal The Bank of New York Mellon Paying Agent:

Irish Listing Agent: The Bank of New York Mellon (Ireland) Limited

Programme Amount: The aggregate principal amount of Notes and CDs outstanding at any time will not exceed €5,000,000,000 or its equivalent in alternative currencies subject to applicable legal and regulatory requirements. The Programme Amount may be increased from time to time.

Currencies: Notes and CDs may be issued in Sterling, United States dollars, Euro and Japanese Yen and such other currencies as may be agreed between the Issuer and the relevant Dealer(s) from time to time and subject to the necessary regulatory requirements having been satisfied.

Denominations: Global notes (the "Global Notes") and global CDs ("Global CDs") shall be issued (and interests therein exchanged for definitive Notes and definitive CDs, if applicable) in the following minimum denominations:

(a) for Sterling Notes and CDs, £100,000;

(b) for U.S.$ Notes and CDs, U.S. $500,000;

(c) for euro Notes and CDs, €500,000; or

(d) for Japanese Yen Notes and CDs, ¥100,000,000,

or such other conventionally accepted denominations in those currencies as may be agreed between the Issuer and the relevant Dealers from time to time, subject in each case to compliance with all applicable legal and regulatory requirements.

Maturity of the Notes and CDs: Not less than 1 nor more than 364 days, subject to applicable legal and regulatory requirements.

Tax Redemption: Early redemption will only be permitted for tax reasons as described in the terms of the Notes and CDs.

Remuneration or Yield Basis: The Notes and CDs may be issued on the basis that they will be (i) fixed or floating rate interest bearing, (ii) bear a coupon calculated by reference to

- 21-

EONIA or (iii) they may be issued at a discount (in which case they will not bear interest), in each case as indicated in the applicable Final Terms. The yield basis in respect of the Notes bearing interest at a fixed rate will be set out in the relevant Final Terms.

Status of the Notes and CDs: The payment obligations of the Issuer pursuant to the Notes and CDs constitute and at all times shall constitute direct, unsubordinated and unsecured obligations of the Issuer and upon the insolvency (concurso) of the Issuer (unless they qualify as subordinated debts under Article 92 of Law 22/2003 and subject to any applicable statutory exceptions) will rank pari passu and rateably without any preferences among themselves and will rank at least pari passu with all other unsecured and unsubordinated indebtedness, present and future, of the Issuer.

In the event of insolvency (concurso) of the Issuer, under Law 22/2003, claims relating to Notes and CDs (unless they qualify as subordinated credits under Article 92 of Law 22/2003) due in respect of any Notes and CDs at the commencement of an insolvency proceeding (concurso) of the Issuer will be ordinary credits (creditos ordinarios) as defined in Law 22/2003. The claims that qualify as subordinated credits under Article 92 of the Insolvency Law include, but are not limited to, any accrued and unpaid interests (including, for Notes and CDs sold at a discount, the amortization of the original issue discount from (and including) the date of issue to (but excluding) the date upon which the insolvency proceeding (concurso) of the Issuer commenced). Ordinary credits rank below credits against the insolvency state (creditos contra la masa) and credits with a privilege (creditos privilegiados). Ordinary credits rank above subordinated credits and the rights of shareholders. Under Spanish law, accrual of interests shall be suspended from the date of any declaration of insolvency (other than any interest accruing under secured liabilities up to an amount equal to the value of the asset subject to the security).

Information requirements under Under Spanish Law 13/1985 and Royal Decree 1065/2007 as amended, the Spanish Tax Law: Issuer is required to provide certain information relating to the Notes to the Spanish tax authorities.

If the Principal Paying Agent fails to provide the Issuer with the required information described under "Taxation —Taxation in the Kingdom of Spain — Information about the Notes and CDs in Connection with Payments" in respect of the Notes, the Issuer may be required to withhold tax (currently at a rate of 21 per cent.) and will pay such additional amounts as will result in receipt by the Noteholders of such amount as would have been received by them had no such withholding been required.

None of the Issuer, the Arranger or the Dealers, assumes any responsibility therefor.

Form of the Notes and CDs: The Notes and the CDs will be in bearer form. Each issue of Notes and CDs will initially be in global form ("Global Notes" and "Global CDs" respectively). Global Notes and Global CDs will be exchangeable into definitive Notes and CDs in whole, but not in part, in the limited circumstances set out in the Global Notes and Global CDs (see "Forms of the Notes" and "Forms of CDs"). Global Notes and Global CDs may be in new global form or may not be in new global form and Global Notes and Global CDs in new global form may be held in a manner which would allow Eurosystem eligibility, in each case if so indicated in the relevant Final Terms.

Listing and Trading: Each issue of Notes or CDs may be admitted to the Official List of the Irish Stock Exchange Limited and admitted to trading on the Main Securities Market of the Irish Stock Exchange Limited and/or listed, traded and/or

- 22-

quoted on any other listing authority, stock exchange and/or quotation system as may be agreed between the Issuer and the relevant Dealers. No Notes or CDs may be issued on an unlisted basis.

Delivery: Global Notes and Global CDs will be deposited with, if the Global Note or Global CD (as they case may be) is in new global form, a common safekeeper for and, if the Global Note or Global CD (as they case may be) is not in new global form a common depository for Euroclear or Clearstream, Luxembourg or any other recognised clearing system (and which, if the Global Note or Global CD (as the case may) is intended to be held in a manner that would allow Eurosystem eligibility, is authorised to hold notes and/or certificates of deposits as eligible collateral for Eurosystem monetary policy and intra-day credit operations). Account holders will, in respect of Global Notes and Global CDs, have the benefit of a Deed of Covenant dated 21 November 2011 (the "Deed of Covenant"), copies of which may be inspected during normal business hours at the specified office of the Issuer and Paying Agent. Definitive Notes or CDs (if any are printed) will be available in London for collection or for delivery to Euroclear, Clearstream, Luxembourg or any other recognised clearing system.

Selling Restrictions: The offering and sale of the Notes or CDs is subject to all applicable selling restrictions including, without limitation, those of the United States of America, the United Kingdom, Japan and the Kingdom of Spain (see "Subscription and Sale").

Governing Law: The Notes and CDs and any non-contractual obligations arising out of or in connection with them will be governed by and construed in accordance with English law.

Use of Proceeds: The net proceeds of the issue of the Notes and CDs will be used for the general funding purposes of the Group.

- 23-

INFORMATION INCORPORATED BY REFERENCE

The following information shall be deemed to be incorporated in, and to form part of, this Information Memorandum:

(1) the audited consolidated annual accounts of the Issuer as at and for the year ended 31 December 2011 which includes 31 December 2010 financial information for comparative purposes (the "2011 Financial Statements");

(2) the audited consolidated annual accounts of the Issuer as at and for the year ended 31 December 2010 which includes 31 December 2009 financial information for comparative purposes (the "2010 Financial Statements");

(3) the audited consolidated interim financial statements of the Issuer as at and for the six months ended 30 June 2012 which includes 30 June 2011 financial information for comparative purposes (the "June 2012 Interim Financial Statements"); and

(4) the unaudited consolidated interim financial information of the Issuer as at and for the nine months ended 30 September 2012 which includes the 30 September 2011 financial information for comparative purposes (the "2012 Third Quarter Financial Information").

The tables below set out the relevant page references for the balance sheet, income statement, statement of changes in shareholders' equity, cash flow statement, notes and auditor's reports in the 2011 Financial Statements, 2010 Financial Statements and June 2012 Interim Financial Statements of the Issuer as set out in the annual report for the year ended 31 December 2011, in the annual report for the year ended 31 December 2010 and in the half-year report for the six months ended 30 June 2012, and the relevant page references for the balance sheet and income statements in the 2012 Third Quarter Financial Statements as set out in the quarterly report for the nine months ended 30 September 2012:

2011 Financial Statements Page reference 1. Auditor's report 194 2. Consolidated Balance Sheets 196 to 198 3. Consolidated Income Statements 99 4. Consolidated Statement of changes in equity 201 to 202 5. Consolidated Cash Flow Statements 203 6. Notes to Consolidated Financial Statements 204 to 353

2010 Financial Statements Page reference 1. Auditor's report 160 2. Consolidated Balance Sheets 162 to 164 3. Consolidated Income Statements 165 4. Consolidated Statement of changes in equity 167 to 168 5. Consolidated Cash Flow Statements 169 6. Notes to Consolidated Financial Statements 170 to 316

June 2012 Interim Financial Statements Page reference 1. Auditor's report 53 2. Consolidated Balance Sheets 5 3. Consolidated Income Statements 6 4. Consolidated Statement of changes in equity 8 5. Consolidated Cash Flow Statements 9 6. Notes to Consolidated Financial Statements 15 to 46

2012 Third Quarter Financial Information Page reference 1. Consolidated Balance Sheets 6 2. Consolidated Income Statements 13

- 24-

Any information contained in any of the documents specified above which is not incorporated by reference in this Information Memorandum is either not relevant to investors or is covered elsewhere in this Information Memorandum.

- 25-

BANCO POPULAR ESPAÑOL, S.A.

Information about the Issuer

Banco Popular Español, S.A. (the "Issuer" or the "Bank" or "Banco Popular") was incorporated for an indefinite period on 14 July 1926, under the name "Banco Popular de los Previsores del Porvenir", a public limited company registered in the Mercantile Registry of Madrid. It began operations on 1 October 1926, changing its name to "Banco Popular Español, S.A." by a deed on 8 March 1947.

The Issuer's registered office is at calle Velázquez nº 34, 28001 Madrid, Spain, telephone number +34 902 30 10 00.

The Issuer is incorporated as a sociedad anónima (public limited company), and is governed by the Consolidated Text of the Capital Companies Act (Texto Refundido de la Ley de Sociedades de Capital) approved by Royal Legislative Decree 1/2010, dated 2 July, and associated regulations, as recently modified by Law 25/2011, dated 1 August, regarding the execution of rights from shareholders.

The purposes of the Issuer (set out in Article 4 of the Issuer's Articles of Association) are to:

(a) carry out all kinds of operations in relation to securities and credit instruments, without prejudice to the provisions of stock trading and collective investment laws;

(b) carry out active and passive credit and surety operations in its own name or on behalf of third parties;

(c) acquire or transmit, in its own name, commission, shares, debentures, and other public and private securities, national or international, bank notes and coins from all countries and formulating public offers for the purchase and sale of securities;

(d) receive and place cash and securities on deposit or administration. The Bank is not authorised under any circumstances to use the cash or securities placed in its custody on deposit;

(e) perform all kinds of operations current accounts, time deposits, and others;

(f) accept and grant administrations, representations, delegations, commission, agencies and other remits in the interest of those who use the Bank's services; and

(g) all other private banking activities allowed by law.

Part or all of the activities included in the corporate purpose may be carried out indirectly by the Bank through the ownership of shares or participations in companies with similar or identical purposes.

Given its status as a financial entity, the Issuer's activities are subject to supervision by the Bank of Spain. The Issuer is registered in the Banks and Bankers' Registry (Registro de Bancos y Banqueros) registration 0075.

Group Structure

The Banco Popular group is comprised of the Bank and its consolidated subsidiaries (the "Group"). Following the acquisition of Banco Pastor S.A. ("Banco Pastor") and the registration of the Deed of Merger between Banco Popular and Banco Pastor at the Mercantile Registry of Madrid on 28 June 2012, Banco Pastor and its consolidated subsidiaries have been integrated into the Group. As a direct consequence of such merger under universal succession, all of the rights and obligations of Banco Pastor have been assumed by Banco Popular.

Share capital

The Board of Directors resolved in April 2011 to carry out a share capital increase with a charge to reserves in order to implement the "Banco Popular Dividend" programme. The par value of this capital increase amounted to €1,201,373.90, represented by 12,013,739 shares, each having a par value of €0.10, which were admitted to trading on the Spanish Stock Markets on 6 May 2011.

- 26-

At a meeting held on 21 June 2011, the Board of Directors resolved to execute a further share capital increase with a charge to reserves approved by the Annual General Shareholders' Meeting on 21 June 2011. The par value of this capital increase amounted to €1,284,878.10, represented by 12,848,781 common shares each having a par value of €0.10, which were admitted to trading on the Spanish Stock Markets on 20 July 2011.

At its meeting held on 19 October 2011, the Board of Directors resolved to carry out a share capital increase in order to service the conversion of certain notes pertaining to the issue entitled "Subordinated Notes Necessarily Convertible into Banco Popular Español, S.A. Shares I/2009", issued by Banco Popular, into newly-issued shares of Banco Popular. The par value of this capital increase amounted to €78,252.50 and the paid-in surplus was set at €6.911 per share (€5,408,030.28).

At its meeting of 20 December 2011, the Board of Directors resolved to carry out a share capital increase in order to service the conversion of certain notes pertaining to the issue entitled "Subordinated Notes Necessarily Convertible into Banco Popular Español, S.A. Shares I/2010", issued by Banco Popular, into newly-issued shares of Banco Popular. The par value of this capital increase amounted to €1,379,900.30 and the paid-in surplus was set at €3.1833 per share (€43,926,366.25).

At its meeting of 7 October 2011, the Board of Directors, resolved to formulate a voluntary public offering for the acquisition of shares and necessarily convertible subordinated notes directed to all such outstanding Banco Pastor securities. At its meeting on 16 February 2012, the Executive Committee resolved to set the amount of the share capital increase at €37,043,384.50 (20.75 per cent. of the outstanding share capital as at that date). At its meeting of 20 December 2011, the Board of Directors delegated authority to the Executive Committee meeting of 6 March 2012 to execute resolutions of the Board including the share capital pursuant to the public tender offer. The amount of the capital increase was set at €1,156,587.60 and the paid-in surplus was set at €3.162 per share (€36,571,299.91).

The Board of Directors, at its meeting held on 25 January 2012, resolved to execute a share capital increase to offer its shareholders a new flexible remuneration system referred to as the "Banco Popular Dividend", which allows the shareholder to choose between receiving all or part of the dividend in cash or in newly-released shares of Banco Popular. At its meeting held on 23 March 2012, the Executive Committee resolved to set the amount of the share capital increase at €1,701,014.40. The capital increase was carried out at par, with no paid-in surplus.

At its meeting held on 25 April 2012, the Board of Directors resolved to proceed with the total conversion of the issue of "Necessarily Exchangeable Subordinated Bonds I/2010" issued by Popular Capital S.A. and the increase in share capital for an amount of €23,364,017.10 (11.41 per cent. of the share capital at that date). The paid-in surplus was set at €1.8461 per share (€431,323,119.68).

At its meeting held on 30 March 2012, the Board of Directors resolved to carry out a share capital increase for the maximum amount necessary in order to service the conversion of certain bonds pertaining to the issue entitled "Subordinated Bonds Compulsorily Convertible into Banco Popular Español, S.A. Shares II/2012" into newly-issued shares of Banco Popular. By virtue of this resolution, the Executive Committee, at its meeting held on 4 September 2012, resolved to set the amount of the share capital increase at €57,184.00. The paid-in surplus was set at €6.8452 per share (€3,914,359.17).

Following the above mentioned capital increases, the issued share capital of Banco Popular as of 15 November 2012 was €217,407,710.60 represented by a single series and class of 2,174,077,106 shares, with a nominal value per ordinary share of €0.10.

- 27-

On 30 September 2012, the Board of Directors of the Issuer resolved to carry out a capital increase of up to €2.5 billion (the "Capital Increase"), with preferential subscription rights for existing shareholders, taking place before 31 December 2012. The Capital Increase was agreed at the Extraordinary Shareholders General Meeting held on 10 November 2012. If this capital increase is successful, the Issuer will be in compliance with applicable capital requirements. Certain members of the Board of Directors of Banco Popular and major shareholder Crédit Mutuel have irrevocably committed to exercising 100 per cent. of the pre-emptive subscription rights to which they are entitled as a result of their respective ownership interests, details of which are set out below:

% Number of of the Number of shares committed new currently owned shares shares Amount

Crédit Mutuel 91,943,957 275,831,871 4.424% €110,608,580.271

Allianz, SE(1) 128,490,782 227,188,390 3.644% €91,102,544.495

Unión Europea de 78,384,345 235,153,035 3.772% €94,296,367.035 Inversiones(2)

D. Americo Amorim 84,974,445 254,923,335 4.089% €102,224,257,335

Sindicatura de 15,958,707 47,876,121 0.768% €19,198,324.521 Accionistas de BPE, S.A. (3)

Others 2,594,494 7,783,482 0.125% €123,467,592.600

TOTAL 402,346,730 1,048,756,234 16.822% €420,551,249.939

(1) In the case of Allianz, SE, this commitment does not relate to 100 per cent. of its pre-emptive subscription rights; Allianz, SE will subscribe for 227,188,390 new shares needed to give it an ownership interest of 4.32 per cent. following for the Capital Increase (Allianz SE currently owns 128,490,782 shares, representing 5.910 per cent. of share capital). (2) In the case of Unión Europea de Inversiones, S.A., the commitments have been made by certain of its controlling shareholders. (3) In the case of Sindicatura de Accionistas de Banco Popular Español, S.A., the commitment only includes the shares held directly by this entity (i.e., 15,958,707 shares, representing 0.73 per cent. of share capital), and not all of the shares pooled.

The remaining members of the Board of Directors, as well as having voted in favour of the specific terms of the Capital Increase, have stated that they will participate in the Capital Increase, but have not, as at the date of this Information Memorandum, specified the number of pre-emptive subscription rights they will exercise.

Principal Subsidiaries

As at the date of this Information Memorandum, the five principal banking subsidiaries of the Bank are:

• Bancopopular-e, S.A., specialising in Internet banking in Spain (wholly-owned subsidiary);

• Popular Banca Privada, S.A., which provides private banking services in Spain (owned 60 per cent. by the Group and 40 per cent. by Dexia Banque Internationale à Luxembourg S.A.);

• Banco Popular Portugal, S.A. ("Banco Popular Portugal"), a commercial bank operating in Portugal (wholly-owned subsidiary). Banco Popular Portugal S.A. shares the Group's technological platform and is fully integrated with its central services, but it also maintains a structure of its own in order to comply with Portuguese regulations and to respond to the specific requirements of its customers; and

• TotalBank, which provides a range of business and personal banking and financial products and services in the United States (wholly-owned subsidiary). This entity operates through fourteen branches located in Miami Dade County, in the state of Florida.

- 28-

Other Subsidiaries and Affiliates

The Group also includes twenty-three other operating companies which provide a range of financial services offered by the Group, including factoring, mutual and pension fund management, securities intermediation, portfolio and asset management, life insurance broking, venture capital investment and equipment renting. Some of these companies are joint ventures between the Bank and other entities. The Group also includes companies which provide support for the Group's main activities and several other smaller companies.

The following table summarises the companies making up the Group and the Bank's ownership of such companies as at 31 December 2011:

Ownership Interest (%) Registered Office Business Direct Indirect Deposit-taking companies: Bancopopular-e, S.A...... Velázquez, 34 Madrid Banking 100.00 — Banco Popular Portugal S.A...... Rua Ramalho Ortigao, Lisbon Banking 100.00 — 51 Popular Banca Privada S.A...... Luca de Tena, 13 Madrid Banking 52.50 7.50 TotalBank ...... 2720 Coral Way Miami Banking 100.00 — Financing companies: Popular Factoring S.A...... Rua Castilho, 39 Lisbon Factoring 99.82 — Popular de Factoring S.A...... Maria de Molina, 54 Madrid Factoring 100.00 — Portfolio & Service Companies: Popular Gestao de Activos S.A...... Rua Ramalho Ortigao, Lisbon Pension plan 100 — 51 management Gestora Popular S.A...... J.Ortega y Gasset, 29 Madrid Share portfolio and 35.00 65.00 ownership PBP Cartera Premium SICAV, S.A...... J, lgnacio Luca de Madrid Sicav 45.95 2.80 Tena, 13 Popular Bolsa S.V, S.A...... Labastida, 9-11 Madrid Stockbroker 100.00 — Popular de Participaciones Fin...... Labastida, 9-11 Madrid Venture capital 100.00 Popular Gestión Privada SGIIC,S.A...... Luca de Tena, 13 Madrid Mutual fund — 60.00 management Instrumentality companies: Aliseda S.A...... J.Ortega y Gasset, 29 Madrid Asset ownership 100.00 — BPE Finance International LTD ...... Ugland House George George Financial 100.00 — Town instrumentality BPE Financiaciones S.A...... J.Ortega y Gasset, 29 Madrid Financial 90.00 10.00 instrumentality BPE Preference International LTD ...... Ugland House George George Financial 100.00 — Town instrumentality Consulteam-Consultores de Gestao, Rua Tomás Ribeiro, 50 Lisboa Real estate 85.45 19.55 S.A...... management consultant Finespa S.A...... J.Ortega y Gasset, 29 Madrid Property 4.19 95.81 instrumentality Fondo Imopopular FTIIF ...... J. Ortega y Gasset, 29 Madrid Property investment 90 10 fund Gestora Europea de Inversiones S.A ...... Labastida, 9-11 Madrid Services instrumentality 99.90 0.10 Gold Leaf Title Company ...... 2720 Coral Way Miami Financial — 100.00 Instrumentality IM Banco Popular FTPYME 1, FTA ..... Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — fund IM Banco Popular FTPYME 2, FTA ..... Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — fund IM Banco Popular FTPYME 3, FTA ..... Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — fund IM Banco Popular MBS 1, FTA ...... Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — fund IM Banco Popular MBS 2, FTA ...... Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — fund IM Cédulas Grupo Banco Popular 1, Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — FTA ...... fund IM Cédulas Grupo Banco Popular 3, Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — FTA ...... fund IM Cédulas Grupo Banco Popular 5, Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — FTA ...... fund IM Grupo Banco Popular Empresas 1, Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — FTA ...... fund IM Grupo Banco Popular Empresas 3, Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — FTA ...... fund IM Grupo Banco Popular Empresas 4, Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 —

- 29-

Ownership Interest (%) Registered Office Business Direct Indirect FTA ...... fund IM Grupo Banco Popular FTPYME 1, Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — FTA ...... fund IM Grupo Banco Popular FTPYME 2, Pz. Pablo Ruiz Picasso Madrid Asset securitisation 100.00 — FTA ...... fund IM Grupo Banco Popular Leasing 2, Pz. Pablo Ruiz Picasso, Madrid Asset securitisation 100.00 — FTA ...... s/n fund Inversiones Inmobiliarias Alprosa, S.L. . J. Ortega y Gasset, 29 Madrid Real estate 68.25 31.75 development Red Leaf Holding...... 2720 Coral Way Miami Real estate 100.00 — development Inversiones Inmobiliarias Canvives, S.L J. Ortega y Gasset, 29 Madrid Real estate — 100.00 development Inversiones Inmobiliarias Cedaceros, J. Ortega y Gasset, 29 Madrid Real estate — 100.00 S.L ...... development Inversiones Inmobiliarias Gercebio, J. Ortega y Gasset, 29 Madrid Real estate — 100.00 S.L...... development Inversiones Inmobiliarias Jeraguilas, J. Ortega y Gasset, 29 Madrid Real estate — 100.00 S.L...... development Inversiones Immobiliarias Tamadaba, Prof. Agustin Miralles Las Palmas, Real estate 99,00 1.00 S.L ...... Carlo, s/n Canary development Islands Isla de los Buques S.A...... J. Ortega y Gasset, 29 Madrid Financial 99.98 0.02 instrumentality Manberor S.L...... J. Ortega y Gasset, 29 Madrid Real estate — 100.00 Meglahe S.L...... J. Ortega y Gasset, 29 Madrid Real estate — 100.00 Inmobiliaria Viagracia S.A...... J.Ortega y Gasset, 29 Madrid Property 99.99 0.01 instrumentality Inmobiliaria Vivesa S.A...... J.Ortega y Gasset, 29 Madrid Property 99.99 0.01 instrumentality Intermediación y SS Tecnológicos ...... Luca de Tena, 13 Madrid Services instrumentality 99.50 0.50 Popular Capital S.A...... J.Ortega y Gasset, 29 Madrid Financial 90.00 10.00 instrumentality Popular Español Asia Trade LTD ...... 13/F Tim Mei Avenue Hong Kong Financial 100.00 — instrumentality Urbanizadora Española S.A...... J.Ortega y Gasset, 29 Madrid Property 7.19 90.55 instrumentality Velázquez 34.S.L...... J.Ortega y Gasset, 29 Madrid Real estate 97.80 2.20 Popular de Mediación S.A...... J.Ortega y Gasset, 29 Madrid Insurance brokering 80.00 15.00 Non-financial companies: Desarrollo Aplicaciones Especiales Juan de Olías, 1 Madrid Data processing 50.67 — S.A...... FIB Realty Corporation ...... 2720 Coral Way Miami Dormant — 100.00 Eurovida S.A. (Portugal) ...... Av. da República, 57 Madrid Insurance 84.07 15.93 Panorama Ibicenca S.A...... J.Ortega y Gasset, 29 Madrid Asset ownership — 100.00 Popular de Comunicaciones S.A...... J.Ortega y Gasset, 29 Paris Communications 99.84 0.16 services Popular de Informática S.A...... J.Ortega y Gasset, 29 Madrid IT services 99.84 0.16 Popular de Renting S.A...... Labastida, 9-11 Madrid Renting 100.00 — Popular Seguros S.A...... Av. da Republica, 57 Lisbon Insurance — 100.00 Promoción Social de Viviendas S.A...... J.Ortega y Gasset, 29 Madrid Asset ownership — 91.84 Total Sunset Inc ...... 2720 Coral Way Miami Dormant — 100.00

By virtue of the Issuer's majority holdings in capital stock and voting rights or agreements with both its principal and other subsidiaries and affiliates, the Group operates as a single holdings unit with unified direction and management and common technical and support services. The banking and other subsidiaries of the Issuer act as geographical or functional units forming part of the organisation, the primary differentiating features being those arising from the differing legal status of each entity.

Business of the Group

The Issuer's business is concentrated in the traditional domestic retail banking business of savings and loans. Through its specialised subsidiaries it also offers factoring, investment management, mutual and pension funds, stock broking, life assurance and mortgage lending. At the date of this Information Memorandum, the Issuer's shares are listed on the Madrid, Barcelona, Valencia and Bilbao stock exchanges (the "Spanish Stock Exchanges") and on Euronext Lisbon, each of which is a regulated market for the purposes of MiFID.

- 30-

Commercial Banking

Commercial banking is the core business of the Group, and is comprised of: (i) corporate banking activity; and (ii) retail banking activity. At 31 December 2011, the Group had 6,929,863 customers, an increase of 117,187 in comparison to 2010, and at 30 September 2012 the Group had approximately 8.1 million customers in this area, a 14.8 per cent. increase over the same period in 2011, mainly due to the merger with Banco Pastor.

At 31 December 2011, the Group had 2,203 branch offices (in comparison to 2,224 in 2010) of which 1,967 were distributed throughout Spain with 236 located in Portugal and the United States. At 30 September 2012, the Group had 2,488 branches (2,280 in Spain and 208 in Portugal and the United States), a 12.1 per cent. increase over the same period in 2011 (2,220 branches, of which 1,969 were in Spain and 251 in Portugal and the United States). This increase is mainly attributable to the addition of the branch network of Banco Pastor.

(i) Corporate Banking

The Group's corporate banking business was managing approximately 1.25 million customers at 30 September 2012, compared to 1.09 million customers at 31 December 2011 (an increase of approximately 36,000 new customers (net) in comparison to the total at 31 December 2010), and contributed 71 per cent. of the average total assets and approximately 81 per cent. of the gross operating income in respect of the financial year ended 31 December 2011. Corporate customers consist of large companies, SMEs, self- employed individuals and retail traders, and non-commercial undertakings. A large company is defined as a company with total assets of over €100 million and income of over €100 million. The SMEs category includes medium-sized companies with assets and income of €10 million to €100 million, small companies with assets and income of €1 million to €10 million and microcompanies with assets and income of under €1 million. Non-commercial undertakings include legal entities such as, for example, associations and sports clubs.

The segment with the greatest weight in the income statement is that of SMEs, which accounted for 29.8 per cent. of total assets in 2011, compared with 28.2 per cent. in 2010. Self-employed individuals and retail traders together accounted for 12.2 per cent. of the Issuer's gross operating income in 2011.

(ii) Retail Banking

The Group had approximately 7,400,000 retail banking customers at 30 September 2012, compared to approximately 5,800,000 retail banking customers at 31 December 2011, with a total of approximately 64,000 new customers added in 2012 (in addition to retail customers, the number of customers overall has increased as a result of the acquisition of Banco Pastor). The retail banking business contributed 29 per cent. of the average total assets and 19 per cent. of the gross operating income of the Group in 2011. In comparison with the previous year ended 31 December 2010, retail banking fell behind corporate banking as a whole in its importance due to the lower demand for mortgage loans and the growth in demand for corporate lending.

The Group's retail banking activities include personal banking, banking for private individuals and retail banking. Personal banking customers are those with a net worth of over €60,000. The difference between banking for private individuals and retail banking is based on the level of personalised attention and the degree of connection with the Issuer. The banking for private individuals segment has the greatest weight and importance, both in total assets and in contribution to gross operating income, within the retail banking activities of the Group.

Commercial Banking in Spain

The Group's commercial banking activities are carried out in Spain primarily by the Issuer itself and three specialist subsidiary banks: Popular Banca Privada S.A., specialising in private banking; Bancopopular-e S.A., an internet bank; and Targobank, which is 50 per cent. owned by Crédit Mutuel.

Popular Banca Privada, S.A., is the Group's private banking branch. It specialises in offering global tailor- made solutions for investors, from investment decisions to capital management, supported by the Group and Banque Internationale à Luxembourg (BIL), an entity with more than 150 years of experience in the banking sector.

- 31-

Bancopopular-e, S.A., is the on-line bank which has been part of the Group since 2000. Bancopopular-e, S.A. offers a wide range of products and services, being a key provider of on-line banking services.

Targobank S.A. is an entity owned equally by Banco Popular and Crédit Mutuel, that provides financial and insurance services primarily to individuals and SMEs within Spain through its 125 branches.

Commercial Banking in Portugal

The Group's commercial banking activities are carried out in Portugal through Banco Popular Portugal, S.A.

2011 was a year of consolidation and growth in both lending and deposits with Banco Popular Portugal, S.A. increasing its loans and receivables (excluding investment in debt) by 7.4 per cent. after a slight decrease in 2010. The biggest contributors to this were mortgage loans, commercial paper and finance leases, offset by a decline in construction. The majority of this increase was financed via customer deposits, which were up by 17.1 per cent. to nearly €4,147 million at 31 December 2011.

Banco Popular Portugal, S.A.'s total assets at 31 December 2011 amounted to €9,054 million, of which €6,501 million related to gross lending to customers. As of 30 September 2012, Banco Popular Portugal, S.A.'s total assets amounted to €9,000 million and customer deposits were €4,123 million.

Commercial Banking in The United States

The commercial banking business in the United States is conducted through TotalBank, which was acquired at the end of 2007 and operates in the State of Florida. As of 30 September 2012, TotalBank had 17 branches and 420 employees; its total assets amounted to U.S. $2.221 million and included U.S. $1.304 million in loans and receivables.

Asset management

The Group's asset management business is comprised of: (i) collective investment institution management activities; (ii) individual and collective pension plans management; and (iii) private banking. This business is managed by two collective investment institution managers in Spain and one in Portugal, and two pension plan managers, one in each of Spain and Portugal. The Group experienced significant outflows of assets from the collective investment institutions in 2011 largely towards bank deposits. The negative performance of the collective investment institutions management area was offset by a more positive performance by the Group's other businesses within this area, such as management of individual and collective pension plans and private banking. Net fees and commissions decreased by 34.43 per cent. in 2011 in comparison to 2010, with pre-tax profit for 2011 standing at €15.6 million.

(i) Collective investment institution management

At 31 December 2011, the Group was managing assets in collective investment institutions of approximately €6,000 million through two managers in Spain, Popular Gestión SGIIC, S.A. and Popular Gestión Privada SGIIC, S.A., and one manager in Portugal, Popular Gestão de Activos S.A. The assets under management in Spain were €6,049 million, divided among 290,222 investors.

In 2011 the Group saw net outflows of funds from its managers in Spain. This situation was also reflected in the variation in the number of fund participants which fell 3.9 per cent. for 2011 in comparison to 2010.

(ii) Individual and collective pension plans management

This activity is conducted mainly through Europensiones, EGFP ("Europensiones"), a Spanish company which is owned 40 per cent. by the Group and 60 per cent. by the Allianz insurance group. The Group also has a pension fund manager in Portugal, Eurovida S.A. (Portugal). The assets managed by Europensiones totalled €4,026 million at 31 December 2011, an increase of 1.9 per cent. in comparison to 2010. The assets managed in individual schemes at 31 December 2011 totalled €3,079 million, with €914 million in occupational plans and €34 million in associated schemes.

- 32-

(iii) Private banking

This activity is conducted mainly through Popular Banca Privada S.A., in which the Issuer holds 60 per cent. of the share capital, the remaining 40 per cent. being held by BIL Internationale à Luxembourg S.A. Popular Banca Privada, S.A. provides advisory and management services to high net worth customers with assets under management or advisory services of at least €300,000.

At 31 December 2011 Popular Banca Privada had 4,586 customers, an increase of 268 in comparison to 2010, and was managing assets of €5,38 million, 1.8 per cent. less than at 31 December 2010.

Insurance

The Group's insurance business is focused on pension and insurance products that include life insurance (both as a means of savings and life policies linked to credit transactions), miscellaneous insurance (mainly home, health and car insurance) and those linked to retirement. The range of products is adapted to each of the Issuer's individual businesses and customer segments, be they private individuals, businesses or institutions.

The activity is run by two life insurance companies, Eurovida, S.A. Cía. de Seguros y Reaseguros (Spain) ("Eurovida España"), 40 per cent. owned by the Group and 60 per cent. owned by Allianz, S.E. and Eurovida S.A. Cía. de Seguros y Reaseguros (Portugal), which is a wholly-owned subsidiary of the Group.

The on-balance sheet assets of Eurovida España totalled €1,300 million at 30 September 2012, compared to €1,188 million at 31 December 2011, which was in turn an increase of 13.5 per cent. in comparison to 31 December 2010.

The non-life insurance business in Portugal is managed by Popular Seguros S.A. and an insurance broking subsidiary, Popular de Mediación S.A., both of which are wholly-owned by the Group.

At 31 December 2011 the Group saw a growth of 6.8 per cent. on the earnings provided by its insurance business in comparison at 31 December 2010, which contributed a profit of €30.3 million.

Investments and market activities

The Group's investments and market activities include: (i) raising of funds in the wholesale and inter- bank markets; (ii) treasury activity assigned to the held-to-maturity, the available-for-sale and the trading portfolios; (iii) asset and liability hedging operations; and (iv) management of tangible and intangible assets, including non-current assets for sale. Also assigned to this business area are the asset and liability balances arising from pensions, tax assets and liabilities, risk provisions, and other assets and liabilities.

These activities contributed to the Group's total earnings in 2011 with profit before taxes at 31 December 2011 standing at €106.4 million. 2011 saw an increase of more than 273 per cent. compared to the same period in 2010.

Financial Overview

Income and expenses

At 31 December 2011 the Group had total assets of €130,926 million, customer funds of €68,743 million and shareholder funds of €8,388 million (after distributions of the year's income). The Group's net income for the year ended 31 December 2011 was €484 million.

At 30 September 2012, the Group had total assets of €158,163 million, customer funds of €81,681 million and shareholder funds of €9,943 million. At this date net interest income had increased by 34.8 per cent. (in comparison to the figure at 30 September 2011) to €2,104 million.

In 2011 there was an increase in administrative expenses of 4.7 per cent. in comparison to 2010. Personnel expenses remained flat and general expenses rose, due mainly to increases in advertising and publicity expenses, VAT and other expenses, and technology investments (which increased by 70.4 per cent., 29.1 per cent. and 18.7 per cent., respectively, in 2011 in comparison to 2010). In the third quarter of 2012 there was an increase of 27.1 per cent. in operating cost in comparison to the same period in 2011 as a result of the integration of Banco Pastor.

- 33-

As a result of the performance of income and expenses discussed above, Banco Popular achieved an efficiency ratio in the third quarter of 2012 of 40.31 per cent. In 2011, depreciation and amortisation totalled €106 million, 10.4 per cent. more than in 2010. 63.9 per cent. of this amount related to the depreciation of tangible assets. Net provisions to allowances amounted to €-18 million as at 31 December 2011, as a result of the release of provisions for contingent exposures. In the third quarter of 2012, depreciation and amortisation totalled €101 million, 27.8 per cent. more than at the end of the third quarter of 2011 (€79 million).

Schedules of provisioning gave rise to net financial asset impairment losses of €970 million in 2011, which was €305 million less than the allowances registered in 2010. €940 million of this amount (96.9 per cent.) related to loans and receivables and included the registration of €31 million to the allowance for substandard credit risk and the release of €148 million for assets written off. The remaining financial asset impairment losses amounted to €30 million, which was 82.1 per cent. less than in 2010, as a result of the lower provisions for equity instruments.

During the third quarter of 2012, net financial asset impairment losses amounted to €965 million.

Assets and liabilities

To guarantee the solvency of the financial system, banks must maintain a minimum level of capital above their total risk-weighted assets. This will be measured by reference to each bank's additional core capital ratio, Bank of International Settlements ("BIS") ratio and tier I capital ratio. In addition, from 1 January 2013 banks must also maintain a minimum ratio of core tier I capital and, from 30 June 2012, banks must comply with the new capital requirements of the EBA relating to the core tier 1 ratio, at a minimum level of 9 per cent.

As of 30 September 2012, the Group had an EBA core capital ratio of 10.33 per cent. (calculated in accordance with EBA standards), and the BIS solvency ratio, which the Issuer also refers to as its Total Capital Ratio, was 11.30 per cent., calculated in accordance with the Basel accords (International Convergence of Capital Measurements and Capital Standards), as updated by Basel III. As of 31 December 2011, these ratios were 10.04 per cent. and 10.18 per cent., respectively.

On 11 July 2012, the EBA, as well as the Bank of Spain, announced that Banco Popular, as one of Spain's four systemic financial institutions, had surpassed the required capital level.

The table below shows the overall improvement in the capital ratios since 31 December 2010:

At 30 September At 31 December 2012 2011 2010 (unaudited) (in thousands of euro) Total core capital (1) ...... 9,797,642...... 8,852,679 8,839,396 Core capital (%) ...... 10.33 10.04 9.43

Total Tier I capital ...... 10,013,050...... 8,852,679 9,069,691 Tier I ratio (%) ...... 10.56 10.04 9.67

BIS eligible capital ...... 10,718,509...... 8,980,084 9,147,497 Capital cushion ...... 3,131,501 1,925,586 1,647,724 BIS ratio (%) ...... 11.30 10.18 9.76

Leverage(2) ...... 14.43 .. 14.84 14.55

Memorandum items ...... Total BIS risk-weighted assets(3) ...... 94,837,602 . 88,181,225 93,747,163

(1) For 2012 data, EBA recommendations have been applied. For 2011 and 2010 data, BIS II standards have been applied. (2) Tangible assets/ tangible equity, calculated using the closing figure for each period. (3) Includes credit risk, exchange rate risk, market risk and operational risk. Higher level of risk weighted assets at 30 September 2012 mainly due to acquisition of Banco Pastor

- 34-

As a result of the new requirements imposed by the theoretical "adverse" scenario set in the stress test exercise by Oliver Wyman, the Issuer is undertaking new measures to improve its solvency, including the Capital Increase.

To assure its objective, as part of the process of strategic planning, the Issuer has evaluated its short/medium-term capital requirements including the impact of Basel III and recent developments in the regulatory framework that have affected its solvency ratios and imposed additional requirements both by the EBA and Bank of Spain. This involved developing different scenarios based on macroeconomic factors and their impact on both NPLs and earnings in order to analyse the Issuer's future solvency in both normal conditions and under stress. For more information on the changes to the regulatory framework and their impact on the Issuer, see "Risk Factors – Risks in relation to changes in Spanish regulations".

At 31 December 2011, the Group was managing assets worth €143,389 million (compared with €143,206 million at 31 December 2010) and on-balance sheet funds of €130,926 million, with a capital base of €9,124 million (compared with €130,140 million at December 2010). At 30 September 2012, the Group had total assets worth €172.836 million and on-balance sheet funds of €158.163 million.

As of 30 September 2012, as a result of managing retail funds and on-balance sheet credits, the Bank further reduced the commercial gap by €5.336 million from the combined position of Banco Popular and Banco Pastor as of 31 December 2011.

Despite the difficult situation in 2011, Banco Popular's non-performing loans remained below the average of the banking sector. The non-performing ratio (which is the ratio of the Group's non-performing loans ("NPL"), over the Group's total loans) was 5.99 per cent. at 31 December 2011 and has remained at all times below the average for Spanish credit institutions (7.61 per cent. (source: Bank of Spain)).

For the nine month period ended 30 September 2012, the Group's NPL increased from 5.99 per cent. (at 31 December 2011) to 7.81 per cent., with the total amount of NPL increasing from €7,323 million to €12,247 million.

Profit

At 31 December 2011, and for the nine months ended 30 September 2012, the Group had a profit attributable to the controlling company of €480 million and €251 million, respectively (a decrease of 18.7 per cent. compared with the amount of €590 million in 2010).

Funding

On 26 June 2009, the General Meeting of Shareholders agreed to delegate to the Board of Directors, pursuant to article 319 of the Mercantile Registry Regulations, the authority to issue fixed income securities convertible into newly issued shares, and/or existing shares of the Issuer, with the determination of the bases and types of the conversion and/or swap, with the waiver, if necessary, of preferential subscription rights, and the delegation of powers to increase the capital stock by the required amount.

Pursuant to this Agreement, the Board of Directors resolved on 27 July 2009 to issue subordinated bonds compulsorily convertible into newly-issued ordinary shares of the Issuer through the subsidiary Popular Capital, S.A., for a total nominal amount of €700 million and at a conversion price of €7.1377 per share. These bonds were traded on the Electronic Bond Market of the Madrid Stock Exchange.

The Board of Directors resolved on 30 March 2012 to issue subordinated bonds compulsorily convertible into newly-issued ordinary shares of the Issuer to the holders of these compulsorily convertible subordinated bonds issued on 23 October 2009 (ISIN 0370412001). This last issue was convened under the Agreement of the General Shareholders Meeting held on 8 April 2011, detailed further below.

The Board of Directors resolved in October 2010 to issue subordinated bonds compulsorily convertible into newly-issued ordinary shares of the Issuer through the subsidiary Popular Capital, S.A., for a total nominal amount of €500 million and at a conversion price of €1.9645 per share. These bonds were traded on the Electronic Bond Market of the Madrid Stock Exchange. It was resolved, in the meeting of the Board of Directors of the Issuer held on 25 April 2012, to proceed with a mandatory conversion for the total amount of the bonds in circulation. This mandatory conversion took place on 18 June 2012. Such mandatory conversion was decided under the Agreement of the General Shareholders Meeting held on 8 April 2011.

- 35-

The agreement of 2009, passed at the General Shareholders Meeting held on 26 June 2009, was reinstated at the General Shareholders Meeting held on 8 April 2011 with the same terms and conditions as the 2009 agreement.

Pursuant to this Agreement, the Board of Directors resolved on 25 January 2012 to issue subordinated bonds compulsorily convertible into newly-issued ordinary shares of the Issuer addressed to the holders of the Series A, B and C of preferred securities issued by BPE Preference International Ltd (ISINs KYG717151099, KYG717151172 y KYG1280W1015), and the Series 1-2009 issued by Pastor Participaciones Preferentes S.A.U. (ISIN ES0168569004). The total nominal amount of the issue was €1,109,375,800. These bonds are traded on the Electronic Bond Market of the Madrid Stock Exchange.

Pursuant to the agreement of 8 April 2011, on 25 April 2012 the Board of Directors resolved to issue subordinated bonds mandatorily convertible into newly-issued ordinary shares of the Issuer addressed to the holders of preferred securities, issued by Popular Capital, S.A. and guaranteed by Banco Popular (ISINs DE0009190702, DE000A0BDW10 and XS0288613119), preferred securities issued by Pastor Participaciones Preferentes, S.A. and guaranteed by Banco Pastor (ISIN: XS0225590362) and junior subordinated debt issued by Banco Pastor (ISIN: ES0213770011). The total nominal amount of the issue was €256,900,000. These bonds are listed on the official list, and have been admitted to trading on the Professional Securities Market, of the London Stock Exchange.

The agreement of 2011, passed at the General Shareholders Meeting held on 8 April 2011, was reinstated at the General Shareholders Meeting held on 11 June 2012, with the same terms and conditions as the 2011 agreement. Pursuant to this agreement, on 11 June 2012 the Board of Directors resolved to issue subordinated bonds mandatorily convertible into newly-issued ordinary shares of the Issuer up to an amount of €50,000,000. These bonds are listed on the official list, and have been admitted to trading on the Professional Securities Market, of the London Stock Exchange.

The table below summarises the issuances of mandatorily convertible notes ("MCNs") by the Group since 2009:

Date of Issuance Amount Features October 2009 €700,000,000 Issued by Popular Capital (wholly-owned subsidiary of the Bank) and guaranteed by the Bank. These MCNs I/2009 would be exchangeable for BSOC II/2012 of the Bank, which in turn would be mandatorily convertible into newly-issued common shares of the Bank.

November 2010 €500,000,000 Issued by Popular Capital and guaranteed by the Bank, which were mandatorily convertible into newly-issued common shares of the Bank in June 2012.

April 2012 €1,109,375,800 Issued by the Bank, the MCNs are mandatorily converted into newly-issued common shares of the Bank in certain circumstances.

May 2012 €656,511,000 On 30 March 2012, the Board of Directors resolved to buy-back MCNs I/2009 to subscribe for newly-issued convertible notes of the Bank and the issuance of convertible notes referred to as BSOC II/2012. These MCNs are mandatorily converted into newly-issued common shares of the Bank on the maturity date (three years and six months from the issue date) and prior to such date under certain circumstances. They may total or partially be converted into shares at the option of the issuer and the bondholders under certain circumstances.

June 2012 €256,900,000 On 25 April 2012, the Board of Directors resolved to buy-back capital securities (particpaciones preferentes) Series A, B and C of Popular Capital, the Preferred Participations "Euro 250,000,000 Fixed/Floating Non-Cumulative Perpetual Guaranteed Preferred Securities" of Pastor S.A.U. and Special Subordinated Debt of Banco Pastor for subsequent retirement. The MCNs will be obligatorily converted into newly-issued common shares of the Bank in the same circumstances as the BSOC II/2012.

June 2012 €50,000,000 MCNs convertible into newly-issued common shares of the Bank, with exclusion of preferential acquisition rights. The MCNs will be obligatorily converted into newly- issued common shares of the Bank in certain circumstances.

- 36-

Liquidity

Since the beginning of the global financial crisis in 2007, the Group has sought to reduce its reliance on the short and long term capital markets while at the same time extending the terms of its financing.

As a result, the strategy of the Group has been to prioritise retail financing, which has led to a commercial gap at 31 December 2011 of €23,286 million and a loans to deposits ratio of 135 per cent. (not including Banco Pastor). This represents a reduction in the commercial gap of €14,800 million of the course of the three years ended in December 2011, and a reduction in the loans to deposits ratio of 39 percentage points. As of 30 September 2012, as a result of retail funds and on-balance sheet credits, the Issuer further reduced the commercial gap by €5,336 million, and at 30 September 2012 had a loan to deposit ratio of 126 per cent.

Approximately half of the Group's funding is from its customer deposit base, which consists primarily of demand savings and time deposits and is generated through its branch network. In addition, the Group complements the liquidity generated by customer deposits through wholesale funding in the domestic and international capital markets and the interbank market (overnight and time deposits). To access the capital markets, the Group has in place different funding programmes for the issuance of commercial paper (including this programme), medium-term and long-term debt. The Group also maintains a diversified portfolio of liquid and securitised assets, which can be pledged as collateral for financing from the ECB.

Retail funding increased by 5.8 per cent. during the nine months ended 30 September 2012, reaching 59.4 per cent. of the total funding of the Group. The composition of the Group's retail funding at 30 September 2012 was (1) current accounts and term deposits: 47.7 per cent.; and (2) products placed through the Group's retail network: 11.6 per cent.

By comparison, wholesale funding of the Group represented 16.0 per cent. of the total funding at 30 September 2012. 19.4 per cent. of total funding resulted from official agencies (i.e. the ECB) while counterparty clearing houses and market repos represented 5.3 per cent. of the Group's total funding as of 30 September 2012. Wholesale funding decreased by €4,196 million in 2011. Of that amount, €2,402 million corresponded to a decrease in short-term financing and €1,794 million corresponded to a decrease in long-term financing.

In order to increase its sources of financing guaranteed by liquid assets, and as an alternative to financing from the ECB, in 2010 the Issuer, together with other international financial institutions, became a member of the three European clearing houses LCH. Clearnet (London), LCH. Clearnet (Paris) and Eurex Repo. This initiative was intended to allow the Issuer to attract funds for terms between 1 day and 1 year at market rates. The clearing houses act as guarantor of the transactions carried out by financial institutions, which is intended to reduce risk. The Issuer's financing activity with these clearing houses continued during 2011 and 2012, although the aggregate value of transactions involving the Issuer decreased by 12 per cent. in 2011 compared to 2010.

The restrictions imposed by the European clearing houses during 2012 on Spanish entities and sovereign debt in terms of extra-collateral has led Spanish entities to gradually reduce their operations. As of 30 September 2012, the Issuer had reduced this line of financing by approximately 40 per cent., substituting it with asset discount financing from the ECB and the Spanish Treasury.

Although the aggregate amount of eurobond issuance decreased by €1,495 million, the Issuer issued an aggregate amount of €550 million of eurobonds in 2011. The total aggregate amount of eurobonds outstanding at 31 December 2011 was €4,330 million. As of 30 September 2012 the Group had issued €760 million in principal amount of senior unsecured debt, €950 million principal amount of cédulas hipotecarias (covered bonds) and €50 million principal amount of MCNs.

In addition, the Group had liquid assets available of €11,044 million at 31 December 2011, with which to obtain further financing. As at the date of this Information Memorandum, the Group has a second line of liquidity in place of over €12,600 million.

Solvency

The Issuer has historically maintained a strong capital position. In 2007, the year the credit crisis began, it had a capital ratio of 6.47 per cent., which rose by 357 basis points to 10.04 per cent. in 2011 and to 10.33

- 37-

per cent. at 30 September 2012, calculated using the new, stricter EBA rules. Despite the global economic and financial crisis, the Issuer has remained sustainable profits throughout the period, as described above.

Credit Quality

At 31 December 2011, the balance of troubled risks or non-performing loans amounted to €7,323 million, an increase of €1.268 million in comparison to 2010. This was the outcome, on the one hand, of a gross addition to the exposure for non-performing loans of €4,279 million and recoveries of €2,117 million and, on the other, of the write-off of €894 million of non-performing balances, of which €869 million were charged against credit loss provisions and the remainder was charged directly against profit by accelerated write-off.

The non-performing ratio was 5.99 per cent. at 31 December 2011 compared with 5.27 per cent. at 31 December 2010. This meant that the Group's non-performing loans ratio was below that of the sector, which was 7.61 per cent. in December 2011 (source: Bank of Spain). The non-performing ratio was 6.98 per cent. at 30 June 2012, an increase of 1.40 per cent. compared to the same period of 2011 (5.58 per cent.) and well below the industry average (9.42 per cent.) (source: Bank of Spain as at July 2012).

The total risk premium (losses for impairment of loans and receivables / average balance of lending to customers) was 1.00 per cent. at 31 December 2011 compared with 1.21 per cent. at 31 December 2010, an improvement of 21 basis points. Excluding the impact of the release from the general allowance, there would be a 52 basis points improvement in the premium for 2011, year on year.

The credit loss provisions registered at 31 December 2011 amounted to €2,530 million, which was €82 million (3.3 per cent.) more than at 31 December 2010. This allowance is the sum of €2.414 million of specific allowances for troubled risks, €114 million of general allowances and €2 million to cover cross- border risk. The credit loss provisions registered at 30 June 2012 amounted to €5,259 million, which was €2,639 million more than at 30 June 2011, resulting primarily from the requirement to increase provisions in accordance with Royal Decree-Law 2/2012. This allowance is the sum of €5,256.7 million of specific allowances for troubled risks and €2.5 million to cover cross-border risk.

In order to keep its risks covered the Group has a set of instruments to provide coverage of its non- performing loans consisting of the guarantees received, and the provisions registered (both the regulatory and the accelerated provisions).

As of 30 September 2012 the Group had an overall NPL ratio of 7.81 per cent. while the coverage of doubtful risks totalled 44 per cent. During the third quarter of 2012 net additions to NPLs amounted to €2,023 million, higher than in the preceding quarters; this increase was due to, amongst other reasons, greater transfers from substandard to non-performing and more recognition of subjective non- performance. Although the Issuer expects still greater deterioration of credit quality as a result of the economic situation, particularly in the development and construction sector, more proactive risk management is included in the new strategic plan. The Group's provisions have moved from €2,530 million in 2011 to €5,355 million for the nine months ended 30 September 2012.

As a result of the regulatory requirements of Royal Decree-Law 2/2012 and Law 8/2012, the recent Oliver Wyman stress tests and the revision to the Group's Business Plan, the Group is analysing the combined impact on the potential provisions that should be recorded based on incurred losses. In this respect, the Group has announced its intention to record additional impairments and provisions of €7,659 million before 31 December 2012. This amount will be considered an incurred loss, once certain adverse events occur relating to its exposure to the real estate and construction sector, as required under Royal Decree-Law 2/2012 and Law 8/2012, before 31 December 2012. As of 30 September 2012, the Group had recognised €3,845 million (approximately 41.3 per cent. of the total amount), of which €2,573 million were made against reserves and €1,272 million against profit. Included in the €3,845 million recognized was €2,753 million (35.9 per cent.) of the required provisions relating to the real estate and construction sector, of which €2,403 million were made against reserves and €350 million against profit. Taking the foregoing into account, the Group had a profit of €251 million and €480 million for the nine months ended September 30, 2012 and the full year 2011, respectively.

- 38-

Investments

The principal investment that the Group has made in the last two years is the acquisition of Banco Pastor and its consolidated subsidiaries (together, the "Banco Pastor Group"), as described further below.

Recent Developments

The most significant acquisitions and disposals of investments in Group entities and other relevant corporate transactions from 31 December 2011 to the date of this Information Memorandum are as follows:

Acquisition of Banco Pastor

In October 2011 the Issuer launched a tender offer to purchase all of the shares and mandatorily convertible subordinated bonds of Banco Pastor, after being successful in a competitive bidding process involving several national and international institutions. The Issuer's acquisition of Banco Pastor was completed in February, 2012.

This transaction resulted in the formation of an institution with approximately €160,000 million in assets, over eight million customers, more than 16,000 employees, approximately 2,500 branches and a combined market share of 18.71 per cent.

As of 30 September 2012, the acquisition of Banco Pastor generated goodwill of €1,223 million after making adjustments for valuation of the assets and liabilities acquired against the equity of Banco Pastor. This goodwill takes into consideration, inter alia, future earnings, the synergies expected from the combination operations of the acquired company and the transferee, as well as other intangible assets.

Founded in 1776, Banco Pastor was Spain's second oldest bank and had assets for over €31,000 million, 575 branches, and equity of over €1,700 million at 31 December 2011. There were loans to customers of over €21,000 million and deposits of €15,000 million, with a mixed market share of 9.8 per cent. in Galicia as of 31 December 2011 (source: Bank of Spain).

Sale of share in Bancopopular-e, S.A. Consumer Finance & Payment Process asset

On 29 May 2012, the Issuer announced that it was in the process of negotiating the sale of a stake and outsourcing of a majority share of its Internet banking, consumer finance and means of payment businesses, although no deal has been finalised as at the date of this Information Memorandum.

This is one of the measures the Group has taken to reinforce its capital position and comply with new requirements applicable to the Spanish financial sector.

Potential merger with Banco Mare Nostrum, S.A.

On 4 September 2012, the Issuer announced that it was considering a potential merger with Banco Mare Nostrum, S.A., amongst a range of possible restructuring alternatives, in light of new requirements upon, and accelerating consolidation in, the Spanish financial sector. As a result of the new capital requirements identified by the Oliver Wyman stress test, the Group decided not to continue pursuing this potential transaction.

Business Plan 2012/2014

On 6 June 2012, Banco Popular filed a regulatory announcement (Hecho Relevante) disclosing its plan to comply with the requirements of Royal Decree-Law 2/2012 and Law 8/2012 (formerly Royal Decree- Law 18/2012). The plan involved Banco Popular taking the following actions:

• funding, when incurred, all of the additional generic provisions required by Royal Decree-Law 2/2012 and Law 8/2012 to cover Banco Popular's exposure to the real estate and construction sectors in 2012 and 2013;

• conducting an asset sale plan to reduce the capital spending and generate significant capital gains in the amount of approximately €2,000 million over the next two years, including the possible sale of the Group's holding in Eurovida S.A. Cía. de Seguros y Reaseguros (Portugal); and

- 39-

• implementing the capital increase announced in October 2011 in conjunction with the acquisition of Pastor.

On 27 July 2012, Banco Popular presented its first half results for 2012 and disclosed information about the development of its Business Plan approved by the Bank of Spain. Within the main objectives of the Business Plan, Banco Popular highlighted:

• covering, when incurred, all the provisions requirements of Royal Decree-Law 2/2012 and Law 8/2012, amounting to €3,200 million of specific provisions and €4,400 million of generic provisions;

• carrying out a divestment programme, expected to reduce capital consumption and provide for significant capital gains in the next two years;

• incorporating provisions of €11,000 million into its plans (and others, including generic provisions expected to be used only partially in 2012 and 2013); and

• maintaining plans to conduct a €700 million capital increase previously announced in connection with the merger with Banco Pastor.

On 28 September 2012, the Bank of Spain published the results of the stress tests exercise carried out by Oliver Wyman in furtherance of the external financial assistance requested by the Spanish government in the context of the ongoing restructuring and recapitalisation of the Spanish banking sector. For Banco Popular, the results were as follows:

• in the base scenario, Banco Popular had a capital excess of €677 million; and

• in the adverse scenario Banco Popular had a capital shortfall of €3,223 million.

In response to the conclusion that Banco Popular had a capital shortfall under the "adverse" scenario, the Board of Directors submitted a recapitalisation plan to the Bank of Spain (the principal elements of which had been included in its Business Plan approved by the Board of Directors on 30 September 2012 and submitted to the CNMV on 1 October 2012). The Bank of Spain approved the recapitalisation plan on 31 October 2012. The Bank of Spain concluded, together with the European Commission, that Banco Popular would be classified as a group 3 bank (entities with needs of capital equal to 2 per cent. or more of risk-weighted assets). As a group 3 bank, Banco Popular has a plan to bolster the Group's capital requirements on its own by 31 December 2012.

The cornerstones of the recapitalisation plan of Banco Popular are as follows:

• carry out a capital increase of up to €2,500 million, with preferential subscription rights for existing shareholders, before 31 December 2012;

• recognise impairments and provisions (once certain adverse events occur), of approximately €9,300 million (€3,300 against reserves and €6,000 against profit) before 31 December 2012, that include €7,659 million relating to its exposure to the real estate and construction sector required under Royal Decree-Law 2/2012 and Law 8/2012, before 31 December 2012. As of 30 September 2012, the Group had recognised €3,845 million (approximately 41.3 per cent. of the total amount), of which €2,573 million were made against reserves and €1,272 million against profit. Included in the €3,845 million recognised was €2,753 million (35.9 per cent.) of the required provisions relating to the real estate and construction sector, of which €2,403 million were made against reserves and €350 million against profit. Taking the foregoing into account, the Group had a profit of €251 million and €480 million for the nine months ended 30 September 2012 and the full year 2011, respectively. The potential additional provisions that would be required as of 31 December 2012 assume certain adverse events occur and could result in an estimated loss of approximately €2,300 million for the full year 2012; and

• achieve a more efficient management of all troubled real estate assets through Aliseda, S.A., the company within the Group managing real estate assets, with a view of facilitating the sale of such assets and achieving global management of real estate related non-performing loans.

- 40-

Management estimates that these measures, together with completed and expected non-core asset disposals and certain asset and liability management actions, will address the capital shortfall identified in the Oliver Wyman stress tests before 31 December 2012, and would comply with the applicable regulations, both domestic and European, on capital requirements.

If the above measures and other items fail to address the capital shortfall before 31 December 2012 the Group may be required to take additional steps (see "Risk Factors – Risks in relation to changes in Spanish regulations").

Administrative, Management and Supervisory Bodies

Board of Directors

The table below sets forth, at the date of this Information Memorandum, the names of the members of the Board of Directors of the Issuer, the respective dates of their appointment their positions within the Issuer and their membership type:

Last First appointed appointed Name Title Type 26/06/2009 15/12/2008 Allianz, SE(**) Director Large shareholder(*) 11/06/2012 18/12/2003 Francisco Aparicio Valls Secretary-Director Executive 30/05/2008 27/11/1980 Asociación Profesional de Directivos Director Executive B.P.E.(1) 30/05/2008 27/05/2003 Américo Amorim Director Large shareholder(*) 30/05/2008 20/06/2002 Eric Gancedo Holmer Director Independent 11/06/2012 21/06/2001 Luis Herrando Prat de la Riba(2) Vice Chairman- Independent Director 11/09/2008 30/05/2008 Roberto Higuera Montejo(3) Vice Chairman Other External Directors 20/12/2011 20/12/2011 Alain Fradin(6)(*) Director Large shareholder 20/12/2011 28/04/2011 Ana María Molins López-Rodó(7) Director Independent 30/05/2008 19/12/1974 Miguel Nigorra Oliver Director Other External Directors 11/06/2012 30/05/2007 Helena Revoredo Delveccio Director Independent 30/05/2008 01/12/1987 José Ramón Rodríguez García Director Independent 30/05/2008 19/10/2004 Ángel Carlos Ron Güimil Chairman Executive 11/06/2012 28/06/1988 Sindicatura de Accionistas de BPE(4) Director Large shareholder(*) 30/05/2008 18/12/1996 Miguel A. de Solís y Martínez-Campos Director Independent 30/05/2008 19/12/2007 Vicente Tardío Barutel Director Large shareholder(*) 26/06/2009 19/05/2009 Unión Europea de Inversiones, S.A.(5) Director Large shareholder(*) 11/06/2012 11/06/2012 José María Arias Mosquera(10) Vice Chairman- Large shareholder(*) Director 11/06/2012 11/06/2012 Pedro Barrié de la Maza Foundation, Conde Director Large shareholder(*) de Fenosa (11) 11/06/2012 11/06/2012 Maianca Inversión(9) Director Large shareholder(*)

(1) Representative: Francisco Aparicio Valls since 1 March 2011, replacing Roberto Higuera Montejo. (2) Luís Herrando Prat de la Riba was appointed Vice Chairman at the General Shareholders Meeting held on 30 May 2008. (3) Roberto Higuera Montejo. Appointed Deputy Chairman at the General Meeting of Shareholders held on 30 May 2008. On 28 April 2011, his classification changed from "Executive" to "Other External Directors". (4) Representative: Since 1 February 2010, Carlos Figuero García is the representative, replacing José María Mas. (5) On 10 May 2011, Jorge Oroviogoicoechea Ortega was appointed representative of Unión Europea de Inversiones, S.A., replacing Luis Montuenga Aguayo. (6) Alain Fradin was appointed Director, classified as large shareholder representative at the Extraordinary General Shareholders Meeting held on 20 December 2011, representing Banque Fedérative du Crédit Mutuel and replacing Michel Lucas. (7) Ana María Molins López-Rodó was appointed Director by co-option on the Board of Directors on 28 April 2011, her appointment ratified by the Extraordinary General Shareholders Meeting held on 20 December 2011. (8) Helena Revoredo Delveccio is shareholder of Prosegur, S.A. and holds 50.11 per cent. of the company's voting rights. She also holds the Chair of the Board of Directors. (9) The company Maianca Inversión was incorporated in February 2012 and is fully owned by the Pedro Barrié de la Maza Foundation, its corporate purpose being to supervise and represent the direct and indirect economic interests of the Pedro Barrié Foundation before third parties. Representative: José Gracia Barba. (10) Jose María Arias is a Director on a personal basis. (11) Representative: Ana José Varela Gonzalez. (*) Directors are classified as representing large shareholders when their direct or indirect holding exceeds 1 per cent. of the Bank's capital or they were appointed to represent shareholders holding that percentage of the capital. (**) Representative: Since 23 February 2010, Jan R. Carendi has replaced Herbert Walter as the individual representative.

The table below sets forth the names of the members of the Board of Directors of the Issuer and their principal activities outside the Issuer as at the date of this Information Memorandum. As at the date of this Information Memorandum, there were no conflicts of interest in relation to members of the Board of Directors of the Issuer between any duties owed to the Issuer and their private interests and other duties.

- 41-

Name Company Position Allianz, S.E. (representative: Jan Olof Richard Carendi) Aparicio Valls, Francisco ...... Centro Social Universitario Pan de Azúcar, S.A. Sole Director Targobank, S.A. Director Asociación Profesional de Directivos Targobank, S.A. Director (representative: Francisco Aparicio Valls) ...... Amorim, Américo ...... Grupo Amorim President Unión Europea de Inversiones S.A. Director Gancedo Holmer, Eric ...... Bancopopular-e, S.A. President Manuel Gancedo, S.A. Director Gancedo y González, S.A. Director Aliseda, S.A. Director Targobank, S.A. Vice Chairman Popular Banca Privada, S.A. Director Herrando Prat, Luis ...... Instituto de Educación e Investigación, S.A. President Sociedad de Promoción y Desarrollo Talde, S.A. Director Bilbao Equity SIMCAV, S.A. President Asistencia Clínica Universitaria de Navarra, S.A. Director Popular Banca Privada, S.A. President Aliseda, S.A. Director Figuero García, Carlos (representative of Sindicatura de Accionistas de BPE S.A. Sole Director Sindicatura de Accionistas) ...... Formación de la Mujer S.A. Sole Director Viviendas y Oficinas S.A. Sole Director Comercial de Libros y Documentación S.A Sole Director Fradin, Alain ...... Banque Fedérative du Crédit Mutuel Chief Executive Caisse Federal du Crédit Mutuel Officer CIC Chief Executive Targobank, S.A. Officer Targo Deutshland Vice Chairman President Compliance Group Member Higuera, Roberto ...... Popular de Mediación, S.A. President Popular de Factoring, S.A., E.F.C President TotalBank Director Molins López-Rodó, Ana María ...... Cementos Molins, S.A. Vice Chairman and Inversora Pedralves, S.A. Director Otinix, S.A. Director Director Nigorra Oliver, Miguel ...... Nova Santa Ponsa Golf, S.A. President Gestión y Administración Registral, S.L. President-CEO Habitat Golf Santa Ponsa, S.A. President Rodríguez García, José Ramón ...... Inmobiliaria Urbana de la Moncloa, S.A. President Aliseda, S.A. President Revoredo Delveccio, Helena ...... Prosegur, S.A. President Euroforum Escorial S.A. President Mediaset España Comunicaciones, S.A. Director TF Artes Gráficas S.A. Director Romeracapital Sicav S.A. Director Ron, Ángel Carlos...... - - Santana, Vicente ...... Popular Banca Privada, S.A. Director Cignus Valores SIMCAV, S.A. President Fides Capital, S.C.R., S.A. Director Solís, Miguel Ángel de ...... Sur CIA. Española de Seguros y Reaseguros, S.A. Director Tardío Barutel, Vicente ...... Allianz Compañía de Seguros y Reaseguros, S.A President and CEO AGF Inversiones, S.A. Director Eurovida S.A. President Unión Europea de Inversiones, S.A. (representante Unión Europea de Inversiones, S.A. President físico D. Jorge Oroviogoicoechea Ortega) ...... Instituto de Educación e Investigación, S.A. Director Sociedad General Fiduciaria y Financiera, S.A. Director José María Arias Mosquera ...... Fundación Pedro Barrié de la Maza, Conde de Fenosa President Asociación Española de Banca Director Asociación para el Progreso de la Dirección Director Patronato Príncipe de Asturias Director Fundación COTEC para la Innovación Tecnológica, Director Asociación Española de Fundaciones Director Fundación Juana de Vega Director Fundación Gaiás Cidade da Cultura Director Consello da Cultura Galega Director Escuelas Populares Gratuitas Director Institución Benéfico Social Padre Rubinos Director Fundación Pedro Barrié de la Maza, Conde de - - Fenosa ...... Maianca Inversión, S.L...... - -

- 42-

Executive Committee

The Board of Directors has delegated all of its powers in favour of the Executive Committee, except for those which cannot be delegated pursuant to the provisions of the Capital Companies Act (Ley de Sociedades de Capital) and Board Regulations (Reglamentos del Consejo).

At the date of this Information Memorandum, the Executive Committee was composed of the following seven directors:

Name Position Ángel Ron Güimil ...... Chairman Eric Gancedo Holmer ...... Member Luis Herrando Prat de la Riba ...... Member José Ramón Rodríguez García ...... Member Roberto Higuera Montejo ...... Member José María Arias Mosquera ...... Member Francisco Aparicio Valls ...... Secretary

The resolutions adopted by the Executive Committee do not require subsequent ratification by a meeting of the Board of Directors, although the Executive Committee does inform the Board of Directors about the matters dealt with and the decisions adopted in its meetings.

Audit and Control Committee

The Audit and Control Committee is entrusted with the task of assisting the Board of Directors in its functions of overseeing and controlling the Issuer by means of the evaluation of the Issuer's auditing system, the verification of the independence of the external auditor and the review of the internal control systems. The role of this committee is fundamentally informative and consultative, although, on an exceptional basis, the Board of Directors may delegate decision-making powers to it.

At the date of this Information Memorandum, the Audit and Control Committee was composed of the following four directors:

Name Position José Ramón Rodríguez García ...... Chairman Eric Gancedo Holmer ...... Member Roberto Higuera Montejo ...... Member Francisco Aparicio Valls ...... Non-member Secretary

Risk Committee

The Risk Committee supervises the market and operational credit risks affecting the Issuer's activity and evaluates continuously the overall risk assumed, its industry and geographic diversification and the hedges that are deemed advisable to preserve the solvency level considered to be necessary, proposing the most adequate policies to obtain these objectives.

At the date of this Information Memorandum, the Audit and Control Committee was composed of the following six directors:

Name Position Eric Gancedo Holmer ...... Chairman Luis Herrando Prat de la Riba ...... Member Unión Europea de Inversiones, S.A. (Mr. Jorge Oroviogoicoechea Ortega) ...... Member José Ramón Rodríguez García ...... Member Francisco Aparicio Valls ...... Secretary Francisco Gómez Martín ...... Spokesman

Appointments, Compensation, Corporate Governance and Conflicts of Interest Committee

In 2003 the Appointment, Compensation, Corporate Governance and Conflicts of Interest Committee was attributed with numerous tasks including consideration of the compensation policy for the Board of

- 43-

Directors and the senior management of the Group and, in 2005, the determination of policy, control and reporting with regard to the Group's corporate social responsibility.

The role of this committee is fundamentally informative and consultative, although, on an exceptional basis, the Board of Directors may delegate decision-making powers to it. Its principal duty is to assist the Board of Directors in its functions such as the appointment, re-election, termination and compensation of the Directors and of the Senior Management of the Issuer, to ensure that the Directors receive all of the information necessary for the proper discharge of their duties, to evaluate the Board of Directors and its Committees, as well as to oversee observance of the rules of governance of the Issuer, reviewing compliance with its rules, recommendations and principles on a regular basis.

At the date of this Information Memorandum, the Appointments, Compensation, Corporate Governance and Conflicts of Interest Committee was composed of the following six directors:

Name Position Luis Herrando Prat de la Riba ...... Chairman Ms. Ana María Molins López-Rodó ...... Member Eric Gancedo Holmer ...... Member Francisco Aparicio Valls ...... Non-member Secretary

Senior Management

The following table, excluding the chief executive officers, specifies the senior management of the Issuer.

Name Position Jesús Arellano Escobar ...... General Control and Default Management Francisco Gómez Martín ...... General Risk Management, Accounting and Integration Jacobo González Robatto Fernández ...... General Corporate and Finance Director Eutimio Morales López ...... General Auditing Ángel Rivera Congosto ...... General Business Management Fernando Rodríguez Baquero ...... Technical Resources Francisco Sancha Bermejo ...... General Technical Secretary Alberto Muñoz Fernández ...... Chairman's Office

As provided by article 26 of the by-laws, the general management of the Issuer is the technical and executive governing body.

At present, the Issuer's General Management Committee is formed by Mr. Eutimio Morales López, Mr. Jesús Arellano Escobar, Mr. Jacobo González-Robatto Fernández, Mr. Francisco Gómez Martín, Mr. Fernando Rodríguez Baquero, Mr. Ángel Rivera Congosto, Mr. Francisco Sancha Bermejo and Mr. Alberto Muñoz Fernández.

- 44-

The principal activities of each member of senior management outside of the Issuer are set out in the table below:

Name Company Title Jesús Arellano Escobar ...... Sociedad Conjunta para la Emisión and Gestión de Director Medios de Pago EFC, S.A. (IBERIA CARDS) Redsys Servicios de Procesamiento, S.L. Director Chairman Francisco Gómez Martín ...... — — Jacobo González-Robatto Fernández ..... Targobank Director Eutimio Morales López ...... Intermediación and Servicios Tecnológicos, S.A. Sole Director Bancopopular-e Director Popular de Factoring S.A. E.F.C. Director Alberto Muñoz Fernández ...... — — Fernando Rodriguez Baquero ...... Redsys Servicios de Procesamiento, S.L. Director Ángel Rivera Congosto ...... Banco Popular Portugal S.A. Director Europensiones S.A. Chairman Eurovida S.A. Vice Chairman Popular Gestión S.G.I.I.S.A. Chairman Popular de Factoring S.A. E.F.C. Director Popular Banca Privada S.A. Director Targobank, S.A. Director Francisco Sancha Bermejo ...... Popular de Factoring, S.A. E.F.C. Director Popular de Renting, S.A. Director Representative Sole Director BPE There are no conflicts of interest, or potential conflicts of interest, between any duties toward the Issuer of any of the persons referred to above and their respective private interests and/or any other duties.

The business address of each member of the Board of Directors and the other members of the Issuer's management mentioned above is calle Velázquez nº 34, 28001 Madrid, Spain.

Deferred and contingent bonuses for the Board of Directors' Compensation

In 2011, the Chairman of the Board of Directors, Mr. Ángel Ron received €154,000 as variable remuneration and Mr. Francisco Aparicio, Secretary of the Board, received €73,200. These are the only board members who received remuneration. These amounts include: (i) cash bonuses (€77,000 in the Chairman's case and €36,600 in the Secretary's case) and (ii) share-based bonuses €77,000 in the Chairman's case and €36,600 in the Secretary's case). 50 per cent. of each bonus item, both the cash bonus and the share-based bonus, will be deferred and paid in equal amounts over a three-year period. The non- deferred portion of the 2011 bonus will be paid in 2012, while the deferred portion will be paid in three instalments in 2013, 2014 and 2015.

The non-executive members of the Issuer's Board of Directors do not receive remuneration. The amounts received by Mr. Arias Mosquera, vice-president of the Board of Directors, derive exclusively from his previous position as Executive President of Banco Pastor and these amounts were approved and provisioned for by Banco Pastor.

At the Ordinary General Shareholders' Meeting held on 11 June 2012, the shareholders approved a new compensation scheme for the executive personnel of the Issuer and any other person whose professional activity has a significant impact on the Issuer's risk profile or who perform control functions. The Articles of Association of the Issuer were amended at the meeting to include a new article 17 that states that the policy of director's remuneration shall adjust to the Issuer's traditional policy of not remunerating performance of office of a member of the Board of Directors.

The foregoing article allows for the receipt of fees or salaries by a Board member who also discharges professional or labour services for any other executive functions, consultancy or representation, other than the supervision, deliberation and passage of resolutions inherent to their status as Directors.

In addition, Executive Directors may be remunerated fully or in part by the delivery of shares or of rights of option thereto or by remuneration referenced to the share value, provided that application of any of these remuneration procedures is first agreed on at the Shareholders General Meeting. The Shareholders General Meeting shall determine the number of shares to be delivered, the price for the exercise of the rights of options, the value of the shares taken as reference, and how long the remuneration method shall last.

- 45-

Each year the Board of Directors shall table a report with the Annual General Shareholders Meeting on the Board of Directors' remuneration policy, for a vote on a consultative basis. Directors with no professional or labour link with the Issuer shall receive no remuneration, except for collective insurance and third-party liability related to their action as directors.

The Directors have not received any other remuneration from the Issuer or from any company in the Group other than that referred to above.

In line with the adjustment of the Issuer's remuneration policy to Directive 2010/76/EU of 24 November 2010, the Executive Directors' remuneration for 2012 comprises of a fixed and a variable component. Calculation of variable remuneration involves the necessary technical criteria and precautions to ensure that the amount corresponds with the individual professional commitment of its recipients, the particular business unit and the Issuer as a whole, in order to reach objectives that are measurable and aligned with the shareholders' interests and with prudent risk management. The calculation method tries to restrict variable remuneration deriving simply from the general evolution of financial sector markets or other similar circumstances.

The following table sets out the number of Banco Popular shares allocated to each Executive Director as of 31 December 2011, distinguishing between those immediately paid and those subject to a three-year deferral:

No. of shares No. of shares deferred for paid three years Total No. of % of total Director's name immediately (2013-2015) shares voting rights Ángel Ron Güimil ...... 11,160 ...... 11,160 ...... 22,320 0.00% Francisco Aparicio ...... 5,300 ...... 5,300 ...... 10,600 0.00%

The deferred, conditioned, variable remuneration method allows for the Board of Directors, on the recommendation of the Appointments, Remuneration, Corporate Government and Conflict of Interest Committee, to reduce or prevent collection of deferred remuneration in the following circumstances: i) insufficient financial commitment by the Issuer; ii) breach by the beneficiary of the internal codes and rules he/she is subject to; iii) the material reformulation of the Issuer's financial statements (unless it is due to modification of the applicable accounting rules); and iv) significant variations in the Group's capital and the qualitative valuation of its risks.

Shares paid as remuneration are not disposable for a year.

As at 30 June 2012, the cost to the Group for cover of pension commitments for the Directors amounted to €4,045 thousand, the beneficiaries being Mr. Ron, Mr. Arias and Mr. Aparicio, for €266 thousand, €3,369 thousand and €410 thousand, respectively. In 2011, this amount was €251 thousand, Mr. Aparicio being the only beneficiary, and €611 thousand in 2010 (Mr. Ron and Mr. Aparicio being the beneficiaries for €260 thousand and €351 thousand, respectively).

The consolidated rights and mathematical reserves linked to the pension rights of the current administrators, Messrs Ron, Higuera, Arias and Aparicio, amount to €5,923 thousand, €10,090 thousand, €13,686 thousand, and €2,352 thousand, respectively, amounting to €32,051 thousand, which, when combined with the €37,253 thousand, of previous directors (Ricardo Lacasa, Ildefonso Ayala, Jesús Platero, Enrique Perez Sala, José María Lucía, Francisco Fernández Dopico, Javier Valls and Manuel Laffón) totals €69,304 thousand, as at 30 June 2012. That amount was €55,636 thousand, €58,372 thousand, and €58,592 thousand, at the end of 2011, 2010 and 2009, respectively.

Employees

The number of employees of the Group (including Banco Pastor) at 30 September 2012 was 16,626, compared to 14,062 at 31 December 2011. In Spain, the number of employees was 14,806, divided in 9,491 men and 5,315 women. Abroad, the number of employees at 30 September 2012 was 1,820, divided in 1,118 men and 702 women.

- 46-

Major Shareholders

The Issuer is not aware of the existence of any individual or body corporate exercising, or who could exercise, directly or indirectly, control over it, nor is the Issuer aware of the existence of any agreement which could lead to a change of control at a subsequent date.

Financial Information Concerning the Issuer's Assets and Liabilities, Financial Position and Profits and Losses

The audited consolidated annual accounts of the Issuer and of Banco Pastor for the financial years ended 31 December 2011 (which includes 31 December 2010 financial information for comparative purposes) and for the financial year ended 31 December 2010 (which includes 31 December 2009 financial information for comparative purposes) and the audited consolidated interim condensed financial statements as of and for the nine months ended 30 September 2012 (including Banco Pastor on a consolidated basis), prepared in accordance with IFRS-EU, have been incorporated by reference in this Information Memorandum.

The above mentioned consolidated annual accounts were audited by PricewaterhouseCoopers Auditores, S.L., the auditors of the Issuer (registered in the Official Registry of Auditors of Accounts (Registro Oficial de Auditores de Cuentas) under number SO.242). The auditor is a member of the following professional bodies in Spain (i) Instituto de Censores Jurados de Cuentas de España and (ii) Registro Oficial de Auditores de Cuentos. The auditors have not resigned, been removed or re-appointed during the period covered by the historical financial information contained herein.

No other information in this Information Memorandum has been audited by PricewaterhouseCoopers Auditores, S.L.

No financial data in this Information Memorandum has been extracted from a source other than the 31 December 2011 financial statements, 31 December 2010 financial statements or the 30 September 2012 condensed financial statements.

Capital Adequacy

The following table sets forth the details of risk-weighted assets, capital and ratios of the Group:

BANCO POPULAR GROUP BIS DATA (thousands of euro) 30-09-2012(*) 31-12-2011 31-12-2010

Credit risk ...... 86,699,743 81,417,863 87,487,050 Market risk ...... 1,005,523 469,750 407,388 Operational risk ...... 7,132,336 6,293,613 5,852,725

Risk-weighted assets ...... 94,837,602 88,181,225 93,747,163

Capital deductions 50% from tier 1 ...... — 916,557 690,574

Hybrid instruments ...... — 2,315,871 2,376,284

Core capital ratio (%) ...... -10.33 10.04 9.43

Tier 1 capital ...... 10,013,050 8,852,679 9,069,691 Tier 1 ratio (%) ...... 10.56 10.04 9.67

Tier 2 capital ...... — 127,405 77,806 Upper tier 2 ...... — 40,044 164,033 Lower tier 2 ...... — 1,003,918 604,347 Capital deductions 50% from tier 2 ...... — 916,557 690,574 Tier 2 ratio (%) ...... — 0.14 0.09

BIS computable capital ...... 10,718,509 8,980,084 9,147,497 BIS ratio (%) ...... 11.30 10.18 9.76

_____

- 47-

(*) Certain financial data set out in this table is not available as of 30 September 2012. To the extent that such data is available, it is set out in this column.

Recent developments in the regulatory framework have affected the capital adequacy of the Issuer and imposed additional requirements. For more information on the changes to the regulatory framework and their impact on the Issuer, see "Risk Factors - Changes in the regulatory framework, including increased regulation of the financial services industry in the jurisdictions where the Group operates could adversely affect its business".

Documents on Display

For the period of fourteen days after the date of this Information Memorandum and for so long as any Notes shall be outstanding and throughout the life of the Programme, physical or electronic copies and, where appropriate, English translations of the following documents may be inspected (in the case of (f) and (g) below obtainable from the Paying Agents) during normal business hours at the specified offices of the Paying Agents and at the registered office of the Issuer, namely:

(a) the constitutional documents of the Issuer;

(b) the current listing particulars in relation to the Programme (including this Information Memorandum), together with any amendments or supplements thereto, including any supplementary listing particulars and any document incorporated therein by reference;

(c) the Issuing and Paying Agency Agreement and all amendments thereto and restatements thereof;

(d) the Deed of Covenant;

(e) the Dealer Agreement and all amendments thereto and restatements thereof;

(f) the most recent publicly available audited consolidated annual accounts and interim financial statements (including the notes to the accounts setting out the comments and detailed explanations made by accountant officials of the Issuer and audited by PricewaterhouseCoopers Auditores, S.L. in respect of the figures set out in such accounts) and the most recent publicly available consolidated interim financial statements, of the Issuer beginning with the 2012 Third- Quarter Financial Information, the June 2012 Interim Financial Statements and the 2011 and 2010 Financial Statements; and

(g) any Final Terms.

- 48-

CERTAIN INFORMATION IN RESPECT OF THE NOTES AND CDS

Key Information

The persons involved in the Programme and the capacities in which they act are specified at the end of this Information Memorandum.

The net proceeds of the issue of each issue of Notes and CDs will be used for the general funding purposes of the Group.

Information Concerning the Securities to be Admitted to Trading

Total amount of Notes and CDs Admitted to Trading

The aggregate amount of each issue of Notes and CDs will be set out in the applicable Final Terms.

The maximum aggregate principal amount of Notes and/or CDs which may be outstanding at any one time is €5,000,000,000 (or its equivalent in other currencies).

Type and Class of Notes and CDs

Notes and CDs will be issued in tranches. Global Notes and Global CDs shall be issued (and interests therein exchanged for definitive Notes or definitive CDs, if applicable) in the following minimum denominations:

(a) for Sterling Notes and CDs, £100,000;

(b) for U.S.$ Notes and CDs, U.S. $500,000;

(c) for euro Notes and CDs, €500,000; or

(d) for Japanese Yen Notes and CDs, ¥100,000,000, or such other conventionally accepted denominations in those currencies as may be agreed between the Issuer and the relevant Dealer(s) from time to time, subject in each case to compliance with all applicable legal and regulatory requirements.

The international security identification number of each issue of Notes or CDs will be specified in the relevant Final Terms.

Legislation under which the Notes and CDs have been created

The Notes and CDs and any non-contractual obligations arising out of or in connection with them will be governed by and construed in accordance with English law.

Form of the Notes and CDs

The Notes and CDs will be in bearer form. Each issue of Notes and CDs will initially be represented by a Global Note or Global CD (as the case may be) which will be deposited with, if the Global Note or Global CD (as they case may be) is in new global form, a common safekeeper for and, if the Global Note or Global CD (as they case may be) is not in new global form, a common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system (and which, if the Global Note or Global CD (as the case may) is intended to be held in a manner that would allow Eurosystem eligibility, is authorised to hold notes or certificates of deposits as eligible collateral for Eurosystem monetary policy and intra-day credit operations). Each Global Note or Global CD may, if so specified in the relevant Final Terms, be exchangeable for Notes in definitive bearer form in the limited circumstances specified in the relevant Global Note or Global CD.

Currency of the Notes or CDs

Notes or CDs may be issued in Sterling, United States dollars, Euro and Japanese Yen, and such other currencies as may be agreed between the Issuer and the relevant Dealer(s) from time to time and subject to the necessary regulatory requirements having been satisfied.

- 49-

Status of the Notes and CDs

The payment obligations of the Issuer pursuant to the Notes and CDs constitute and at all times shall constitute direct, unsubordinated and unsecured obligations of the Issuer and upon the insolvency (concurso) of the Issuer (unless they qualify as subordinated debts under Article 92 of Law 22/2003 and subject to any applicable statutory exceptions) will rank pari passu and rateably without any preference among themselves and will rank at least pari passu with all other unsecured and unsubordinated indebtedness, present and future, of the Issuer.

In the event of insolvency (concurso) of the Issuer, under Law 22/2003, claims relating to Notes and CDs (unless they qualify as subordinated credits under Article 92 of Law 22/2003) due in respect of any Notes and CDs at the commencement of an insolvency proceeding (concurso) of the Issuer will be ordinary credits (créditos ordinarios) as defined in Law 22/2003. The claims that qualify as subordinated credits under Article 92 of the Insolvency Law include, but are not limited to, any accrued and unpaid interests (including, for instruments sold at a discount, the amortization of the original issue discount from (and including) the date of issue to (but excluding) the date upon which the insolvency proceeding (concurso) of the Issuer commenced). Ordinary credits rank below credits against the insolvency state (créditos contra la masa) and credits with a privilege (créditos privilegiados). Ordinary credits rank above subordinated credits and the rights of shareholders. Under Spanish law, accrual of interests shall be suspended from the date of any declaration of insolvency (other than any interest accruing under liabilities up to an amount equal to the value of the asset subject to the security).

Rights attaching to the Notes and CDs

Each issue of Notes and CDs will be the subject of Final Terms which, for the purposes of that issue only, supplements the terms and conditions set out in the relevant Global Note or CD or, as the case may be, definitive Notes or CDs and must be read in conjunction with the relevant Notes or CDs. See "Forms of the Notes", "Form of Final Terms of the Notes", "Forms of CDs" and "Form of Final Terms of CDs".

Maturity of the Notes and CDs

The Maturity Date applicable to each issue of Notes and CDs will be specified in the relevant Final Terms. The Maturity Date of an issue of Notes or CDs may not be less than 1 day nor more than 364 days, subject to applicable legal and regulatory requirements.

Redemption for tax reasons

The Issuer may only redeem the Notes and CDs at their Nominal Amount (or at such other amount as may be specified in the relevant Final Terms) prior to the scheduled Maturity Date of the relevant Notes or CDs as a result of certain changes or amendments in Spanish tax laws or regulations, or the application or official interpretation thereof. The Issuer will be required to give not less than 14 days' notice to holders of the Notes or CDs of its intention to so redeem the Notes or CDs. Prior to the publication of any such notice, the Issuer will be required to deliver to the Principal Paying Agent (a) a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing the conditions precedent to the right of the Issuer so to redeem have occurred; and (b) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay additional amounts (pursuant to the terms of the relevant Notes or CDs) as a result of such change or amendment. See "Form of the Notes" and "Forms of CDs".

Prescription

Claims for payment of the Nominal Amount shall become void unless the relevant Notes or CDs are presented for payment within ten years of the appropriate Relevant Date.

Redemption and Yield Basis

The Notes and CDs may be issued on the basis that they will be (i) fixed or floating rate interest bearing, (ii) bear a coupon calculated by reference to EONIA or (iii) they may be issued at a discount (in which case they will not bear interest), in each case as indicated in the applicable Final Terms. The yield basis in respect of the Notes bearing interest at a fixed rate will be set out in the relevant Final Terms.

- 50-

Authorisations and approvals

At the General Shareholders' Meeting of the Issuer held on 11 June 2012 the shareholders adopted a resolution authorising the Board of Directors of the Issuer to adopt a resolution to, inter alia, authorise the issuance by the Issuer of certain financial instruments. The Board of Directors, at a meeting held on 11 June 2012 adopted a resolution delegating, inter alia, such authorisation to the Executive Committee of the Issuer. The update of the Programme and the issuance of Notes and CDs pursuant thereto, was authorised by a resolution of the Executive Committee adopted at a meeting held on 23 October 2012.

Admission to Trading and Dealing Arrangements

Application has been made to the Irish Stock Exchange Limited for Notes and CDs issued under the Programme during the period of twelve months after the date of this Information Memorandum to be admitted to the Official List of the Irish Stock Exchange Limited and to trading on its regulated market (the Main Securities Market). Notes and CDs may be listed, traded and/or quoted on any other listing authority, stock exchange and/or quotations system, as may be agreed between the Issuer and the relevant Dealer(s). No Notes or CDs may be issued on an unlisted basis.

The Bank of New York Mellon at One Canada Square, Canary Wharf, London E14 5AL, United Kingdom, is the Issue Agent and Principal Paying Agent in respect of the Notes and CDs.

The Bank of New York Mellon (Ireland) Limited at Hanover Building, Windmill Lane, Dublin 2, Ireland is the Irish Listing Agent in respect of the Notes and CDs.

Expense of the Admission to Trading

The expense in relation to the admission to trading of each issue of Notes and CDs will be specified in the relevant Final Terms.

Ratings

The credit ratings assigned to the Notes or CDs will be set out in the relevant Final Terms.

A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

- 51-

FORMS OF NOTES

Part A – Form of Multicurrency Global Note

THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

BANCO POPULAR ESPAÑOL, S.A. (Incorporated with limited liability under the law of the Kingdom of Spain)

€5,000,000,000 EURO-COMMERCIAL PAPER AND CERTIFICATES OF DEPOSIT PROGRAMME

1. For value received, BANCO POPULAR ESPAÑOL, S.A. (the "Issuer") promises to pay to the bearer of this Global Note on the Maturity Date set out in the Final Terms or on such earlier date as the same may become payable in accordance with paragraph 4 below (the "Relevant Date"), the Nominal Amount or, as the case may be, Redemption Amount set out in the Final Terms, together with interest thereon, if this is an interest bearing Global Note, at the rate and at the times (if any) specified herein and in the Final Terms. Terms defined in the Final Terms attached hereto but not otherwise defined in this Global Note shall have the same meaning in this Global Note.

All such payments shall be made in accordance with an amended and restated issuing and paying agency agreement (the "Issuing and Paying Agency Agreement") dated 21 November 2012 (as amended and restated or supplemented from time to time) between the Issuer and The Bank of New York Mellon as the issue agent and principal paying agent (the "Issue Agent" the "Principal Paying Agent" and the "Paying Agent") and The Bank of New York Mellon (Ireland) Limited as Irish Listing Agent, a copy of which is available for inspection at the offices of the Principal Paying Agent at One Canada Square, Canary Wharf, London, E14 5AL, United Kingdom and at the offices of The Bank of New York Mellon (Ireland) Limited at Hanover Building, Windmill Lane, Dublin 2, Ireland, and subject to and in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and surrender of this Global Note at the office of the Principal Paying Agent referred to above by transfer to an account denominated in the Specified Currency set out in the Final Terms maintained by the bearer in the principal financial centre in the country of that currency or, in the case of a Global Note denominated in Euro, by Euro cheque drawn on, or by transfer to a Euro account, (or any other account to which Euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any member state of the European Union. The Issuer undertakes that, so long as the Notes are listed, traded and/or quoted on any listing authority, stock exchange and/or quotation system, there will at all times be a paying agent with a specified office in such place as may be required by the rules and regulations of the relevant listing authority, stock exchange and/or quotation system. The Issuer further undertakes that it will ensure that it maintains a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, this Directive.

Notwithstanding the foregoing, presentation and surrender of this Global Note shall be made outside the United States and no amount shall be paid by transfer to an account in the United States, or mailed to an address in the United States. In the case of a Global Note denominated in U.S. dollars, payments shall be made by transfer to an account denominated in U.S. Dollars in the principal financial centre of any country outside of the United States that the Issuer or Principal Paying Agent so chooses.

2. If the Final Terms specify that the New Global Note form is applicable, this Global Note shall be a "New Global Note" or "NGN" and the Nominal Amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both ICSDs (as defined below). The records of the ICSDs (which expression in this Global Note means the records that each ICSD holds for its customers which reflect the amount of such customers'

- 52-

interests in the Notes (but excluding any interest in any Notes of one ICSD shown in the records of another ICSD)) shall be conclusive evidence of the Nominal Amount of Notes represented by this Global Note and, for these purposes, a statement issued by an ICSD (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the ICSD at that time.

If the Final Terms specify that the New Global Note form is not applicable, this Global Note shall be a "Classic Global Note" or "CGN" and the Nominal Amount of Notes represented by this Global Note shall be the Nominal Amount stated in the Final Terms or if lower, the Nominal Amount most recently entered by or on behalf of the Issuer in the relevant column in the Schedule hereto.

3. All payments in respect of this Global Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the Kingdom of Spain or any political subdivision thereof or any taxing authority or agency thereof or therein ("Taxes"). If the Issuer or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Global Note after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that the Issuer shall not be required to pay any additional amounts in relation to any payment:

(i) to, or to a third party on behalf of, a holder who could have been able to avoid such deduction or withholding by presenting a certificate of tax residence and/or such other document evidencing its tax residence required by the competent tax authorities; or

(ii) in respect of any Note presented for payment more than 15 days after the Relevant Date, except to the extent that the relevant holder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of 15 days; or

(iii) where the withholding or deduction referred to in this paragraph 3 is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to this Directive; or

(iv) in respect of any Note presented for payment by or on behalf of a holder of a Note who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union; or

(v) to, or to a third party on behalf of, a holder in respect of whom the Issuer (or the Principal Paying Agent on its behalf) has not received such information (which may include a tax residence certificate) concerning such Noteholder's identity and tax residence (or the identity or tax residence of the beneficial owner for whose benefit it holds such Notes) as it requires in order to comply with Spanish tax reporting requirements; or

(vi) to or for the benefit of individuals resident for tax purposes in Spain if Spanish Tax Authorities determine that payments made to such individuals are not exempt from withholding tax and require a withholding to be made; or

(vii) to or for the benefit of Spanish-resident legal entities subject to Spanish Corporate Income Tax if the Spanish Tax Authorities determine that the Notes do not comply with applicable exemption requirements, including those specified in the Reply to the Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated July 27, 2004 and require a withholding to be made.

- 53-

4. The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 14 days notice to the holders (which notice shall be irrevocable), at the Redemption Amount specified in the Final Terms, together with (if this Note is an interest bearing Note) interest accrued to the date fixed for redemption, if:

(a) the Issuer has or will become obliged to pay additional amounts as provided or referred to in paragraph 3 as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Spain or any political subdivision thereof or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction) which change or amendment becomes effective on or after the Issue Date specified in the Final Terms; and

(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided, however, that no such notice or redemption shall be given earlier than 14 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due.

Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Principal Paying Agent:

(a) a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred; and

(b) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment.

Upon the expiry of any such notice as is referred to in this paragraph, the Issuer shall be bound to redeem the Notes in accordance with this paragraph.

5. The Issuer or any subsidiary of the Issuer may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured interest coupons (if this Global Note is an interest bearing Global Note) are purchased therewith.

6. All Notes so purchased by the Issuer otherwise than in the ordinary course of business of dealings in securities or as a nominee shall be cancelled and shall not be reissued or resold. All Notes so purchased by any subsidiary of the Issuer may be cancelled, held by such subsidiary or resold.

7. On each occasion on which:

(i) Definitive Notes: Notes in definitive form are delivered; or

(ii) Cancellation: Notes represented by this Global Note are to be cancelled in accordance with paragraph 6,

the Issuer shall procure that:

(a) if the Final Terms specify that the New Global Note form is not applicable, (i) the aggregate principal amount of such Notes; and (ii) the remaining Nominal Amount of Notes represented by this Global Note (which shall be the previous Nominal Amount hereof less the aggregate of the amount referred to in (i) above) are entered in the Schedule hereto, whereupon the Nominal Amount of Notes represented by this Global Note shall for all purposes be as most recently so entered; and

(b) if the Final Terms specify that the New Global Note form is applicable, details of the exchange or cancellation shall be entered pro rata in the records of the ICSDs and the

- 54-

Nominal Amount of the Notes entered in the records of the ICSDs and represented by this Global Note shall be reduced by the principal amount so exchanged or cancelled.

8. The payment obligations of the Issuer in respect of the Notes constitute direct, unsubordinated and unsecured obligations of the Issuer and upon the insolvency (concurso) of the Issuer (unless they qualify as subordinated debts under Article 92 of Law 22/2003 and subject to any applicable statutory exceptions) will rank pari passu and rateably without any preference amongst themselves and will rank at least pari passu with all other unsecured and unsubordinated indebtedness, present and future, of the Issuer.

9. If the Maturity Date (or, as the case may be, the Relevant Date) or, if applicable, the relevant Interest Payment Date, is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day unless that date falls more than 364 days after the Issue Date, in which case payment shall be made on the immediately preceding Payment Business Day, and the bearer of this Global Note shall not be entitled to any interest or other sums in respect of such postponed payment.

As used in this Global Note:

"Payment Business Day" means any day other than a Saturday or Sunday which is either (i) if the Specified Currency set out in the Final Terms is any currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the Specified Currency set out in the Final Terms (which, if the Specified Currency is Australian dollars, shall be Sydney) or (ii) if the Specified Currency set out in the Final Terms is Euro, a day which is a TARGET Business Day;

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007; and "TARGET Business Day" means any day on which TARGET2 is open for the settlement of payments in Euro.

10. This Global Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof).

11. This Global Note is issued in respect of an issue of Notes of the Issuer and is exchangeable in whole (but not in part only) for duly executed and authenticated bearer Notes in definitive form (whether before, on or, subject as provided below, after the Maturity Date):

(a) if Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg", together with Euroclear, the international central securities depositaries or "ICSDs") or (if applicable and if the relevant Final Terms specify that the New Global Note form is not applicable) Euroclear France S.A. ("Euroclear, France") or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of public holidays) or announces an intention permanently to cease business;

(b) if default is made in the payment of any amount payable in respect of this Global Note; or

(c) the Notes are required to be removed from Euroclear and Clearstream, Luxembourg, Euroclear, France or any other Clearing System and no suitable (in the determination of the Issuer) alternative clearing system is available.

Upon the tenth London Banking Day (as defined below) following presentation and surrender of this Global Note during normal business hours to the Issuer at the offices of the Principal Paying Agent (or to any other person or at any other office outside the United States as may be designated in writing by the Issuer to the bearer), the Principal Paying Agent shall authenticate and deliver, in exchange for this Global Note, bearer definitive notes denominated in the

- 55-

Specified Currency set out in the Final Terms in an aggregate nominal amount equal to the Nominal Amount of this Global Note.

As used in this Global Note:

"Clearing System" means each or any of Clearstream, Luxembourg, Euroclear or such other recognised clearing system as may be agreed from time to time between the Issuer and the Principal Paying Agent and in which Notes may from time to time be held, or any successor to such entities and which, if this Global Note indicates that it is to be held in a manner which would allow Eurosystem eligibility, is authorised to hold (and is currently holding) this Global Note as eligible collateral for Eurosystem monetary policy and intra-day credit operations.

12. If, upon any such default and following such surrender, definitive Notes are not issued in full exchange for this Global Note before 5.00 p.m. (London time) on the thirtieth day after surrender, this Global Note (including the obligation hereunder to issue definitive notes) will become void and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under a Deed of Covenant dated 21 November 2011, entered into by the Issuer).

13. If this is an interest bearing Global Note, then:

(a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Global Note falling due for payment prior to the Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in paragraph 1 shall be payable on such fifteenth day, and

(b) upon each payment of interest (if any) prior to the Maturity Date in respect of this Global Note, the Issuer shall procure that:

(i) if the Final Terms specify that the New Global Note form is not applicable, the Schedule hereto shall be duly completed by the Principal Paying Agent to reflect such payment; and

(ii) if the Final Terms specify that the New Global Note form is applicable, details of such payment shall be entered pro rata in the records of the ICSDs.

14. If this is a fixed rate interest bearing Global Note, interest shall be calculated on the Nominal Amount as follows:

(a) interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from (and including) the Issue Date to (but excluding) the Maturity Date (or as the case may be, to the Relevant Date), in arrears on the relevant Interest Payment Date, on the basis of the Day Count Convention specified in the Final Terms or, if none is specified, on the basis of the actual number of days in such Interest Period and a year of 360 days or if this Global Note is denominated in Sterling, 365 days at the Rate of Interest specified in the Final Terms with the resulting figure being rounded to the nearest amount of the Specified Currency which is available as legal tender in the country or countries (in the case of the Euro) of the Specified Currency (with halves being rounded upwards); and

(b) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and excluding) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is an "Interest Period" for the purposes of this paragraph.

15. If this is a floating rate interest bearing Global Note interest shall be calculated on the Nominal Amount as follows:

(a) in the ease of a Global Note which specifies LIBOR as the Reference Rate in the Final Terms, the Rate of Interest will be the aggregate of LIBOR and the Margin specified in the Final Terms (if any) above or below LIBOR. Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from

- 56-

(and including) the Issue Date to (but excluding) the Maturity Date (or, as the case may be to the Relevant Date), in arrear on the relevant Interest Payment Date, on the basis of the Day Count Convention specified in the Final Terms or, if none is specified, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Sterling, 365 days.

As used in this Global Note (and unless otherwise specified in the Final Terms):

"LIBOR" shall be equal to the rate defined as "LIBOR-BBA" in respect of the above- mentioned Specified Currency (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced as at the date of this Global Note, (the "ISDA Definitions")) as at 11.00 a.m. (London time) or as near thereto as practicable on the second London Banking Day before the first day of the relevant Interest Period or if this Global Note is denominated in Sterling, on the first day thereof (a "LIBOR Interest Determination Date"), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) was the number of months specified in the Final Terms in relation to the Reference Rate; and

"London Banking Day" means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

(b) in the case of a Global Note which specifies EURIBOR as the Reference Rate in the Final Terms the Rate of Interest will be the aggregate of EURIBOR and the Margin specified in the Final Terms (if any) above or below EURIBOR. Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from (and including) the Issue Date to (but excluding) the Maturity Date (or, as the case may be, to the Relevant Date), in arrears on the relevant Interest Payment Date, on the basis of the Day Count Convention specified in the Final Terms or if none is specified, on the basis of the actual number of days in such Interest Period and a year of 360 days.

As used in this Global Note (and unless otherwise specified in the Final Terms). "EURIBOR" shall be equal to EUR-EURIBOR-Reuters (as defined in the ISDA Definitions) as at 11.00 a.m. (Brussels time) or as near thereto as practicable on the second TARGET Business Day before the first day of the relevant Interest Period (an "EURIBOR Interest Determination Date"), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) was the number of months specified in the Final Terms in relation to the Reference Rate;

(c) in the case of a Global Note which specifies EONIA as the Reference Rate in the Final Terms, the Rate of Interest will be the aggregate of EONIA and the Margin specified in the Final Terms (if any), determined on each TARGET Business Day during the relevant Interest Period as specified below. Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from (and including) the Issue Date to (but excluding) the Maturity Date (or, as the case may be, to the Relevant Date), in arrear on the relevant Interest Payment Date, on the basis of the Day Count Convention specified in the Final Terms or, if none is specified on the actual number of days in such Interest Period and a year of 360 days.

As used in this Global Note (and unless otherwise specified in the Final Terms) "EONIA", for each day in an Interest Period beginning on, and including, the first day of such Interest Period and ending on, but excluding, the last day of such Interest Period, shall be equal to the overnight rate as calculated by the European Central Bank and appearing on the Reuters Screen EONIA Page in respect of that day at 11.00 a.m. (Brussels time) on the TARGET Business Day immediately following such day (each an "EONIA Interest Determination Date"), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest Period and the Designated Maturity (as

- 57-

defined in the ISDA Definitions) was the number of months specified in the Final Terms in relation to the Reference Rate;

(d) the Calculation Agent specified in the Final Terms will, as soon as practicable (i) after 11.00 a.m. (London time) on each LIBOR Interest Determination Date or (ii) 11.00 a.m. (Brussels time) on each EURIBOR Interest Determination Date (as the case may be) or (iii) 11.00 a.m. (Brussels time) on each EONIA Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the "Amount of Interest"), in the case of (i) and (ii) above, for the relevant Interest Period or, in the case of (iii) above, the relevant day. "Rate of Interest" means (A) if the Reference Rate is LIBOR, the rate which is determined in accordance with the provisions of paragraph 15(a), (B) if the Reference Rate is EURIBOR, the rate which is determined in accordance with the provisions of paragraph 15(b), and (C) if the Reference Rate is EONIA, the rate which is determined in accordance with paragraph 15(c) above. The Amount of Interest shall be calculated by applying the Rate of Interest to the Nominal Amount of one Note of each Denomination, multiplying such product by the Day Count Convention specified in the Final Terms or, if none is specified, by the actual number of days in the Interest Period concerned divided by 360 or, if this Global Note is denominated in Sterling, by 365 and rounding the resulting figure to the nearest amount of the above-mentioned Specified Currency which is available as legal tender in the country or countries (in the case of the Euro) of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties;

(e) a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall be conclusive and binding as between the Issuer and the bearer hereof;

(f) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an "Interest Period" for the purposes of this paragraph; and

(g) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest. Such notice will be delivered to the clearing system(s) in which this Global Note is held at the relevant time or, if this Global Note has been exchanged for bearer definitive Notes pursuant to paragraph 11, will be published in a leading English language daily newspaper published in London (which is expected to be the Financial Times).

16. Instructions for payment must be received at the office of the Paying Agent referred to above together with this Global Note as follows:

(a) if this Global Note is denominated in Australian dollars, New Zealand dollars. Hong Kong dollars or Japanese Yen, at least two Business Days prior to the relevant payment date;

(b) if this Global Note is denominated in United States dollars, Canadian dollars, Sterling or Euro on or prior to the relevant payment date; and

(c) in all other cases, at least one Business Day prior to the relevant payment date.

As used in this paragraph, "Business Day" means:

(i) in the case of payments in Euro, a TARGET Business Day; and

(ii) in all other cases, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre in the country of the Specified Currency set out in the Final Terms.

- 58-

17. On any payment being made in respect of the Notes represented by this Global Note, the Issuer shall procure that:

(a) CGN: if the Final Terms specify that the New Global Note form is not applicable, details of such payment shall be entered in the Schedule hereto and, in the ease of any payment of principal, the Nominal Amount of the Notes represented by this Global Note shall be reduced by the principal amount so paid; and

(b) NGN: if the Final Terms specify that the New Global Note form is applicable, details of such payment shall be entered pro rata in the records of the ICSDs and in the case of any payment of principal, the Nominal Amount of the Notes entered in the records of the ICSDs and represented by this Global Note shall be reduced by the principal amount so paid.

18. This Global Note shall not be validly issued unless manually authenticated by The Bank of New York Mellon as Issue Agent.

19. If the Final Terms specify that the New Global Note form is applicable, this Global Note shall not be valid for any purpose until it has been effectuated for and on behalf of the entity appointed as common safekeeper by the ICSDs.

20. This Global Note and any non-contractual obligations arising from or in connection with it are governed by, and construed in accordance with, English law.

21. (a) English courts: The courts of England have exclusive jurisdiction to settle any dispute arising from or in connection with this Global Note (including a dispute relating to any non-contractual obligations arising from or in connection with this Global Note, or a dispute regarding the existence, validity or termination of this Global Note or the consequences or its nullity) (a "Dispute").

(b) Appropriate forum: The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.

(c) Rights of the bearer to take proceedings outside England: Paragraph 21(a) (English courts) is for the benefit of the bearer only. As a result, nothing in this paragraph 21 prevents the bearer from taking proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction. To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions.

(d) Service of process: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Ltd. at its registered office at, 5th Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which service of process may be served on it. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the bearer addressed to the Issuer and delivered to the Issuer or to the offices of the Principal Paying Agent appoint a further person in England and Wales to accept service of process on its behalf and, failing such appointment within 15 days, the bearer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the offices of the Principal Paying Agent. Nothing in this paragraph shall affect the right of the bearer to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

22. If the Notes represented by this Global Note have been admitted to listing on the Official List of the Irish Stock Exchange Limited and to trading on the Main Securities Market of the Irish Stock Exchange Limited (and/or has been admitted to listing, trading and/or quotation on any other listing authority, stock exchange and/or quotation system), all notices required to be published

- 59-

concerning the Notes shall be published in accordance with the requirements of the Irish Stock Exchange Limited (and/or of the relevant listing authority, stock exchange and/or quotation system). So long as the Notes are represented by this Global Note, and this Global Note has been deposited with a depositary or common depositary for the ICSDs, Euroclear, France or any other relevant clearing system or a Common Safekeeper (which expression has the meaning given in the Issuing and Paying Agency Agreement), the Issuer may, in lieu of such publication and if so permitted by the rules of the Irish Stock Exchange Limited (and/or of the relevant listing authority, stock exchange and/or quotation system) deliver the relevant notice to the Clearing System(s) in which this Global Note is held.

23. Claims for payment of principal and interest in respect of this Global Note shall become prescribed and void unless made, in the case of principal, within ten years after the Maturity Date (or, as the case may be, the Relevant Date) or in the case of interest, five years after the relevant Interest Payment Date.

24. No person shall have any right to enforce any provision of this Global Note under the Contracts (Rights of Third Parties) Act 1999.

AUTHENTICATED by SIGNED on behalf of; THE BANK OF NEW YORK MELLON BANCO POPULAR ESPAÑOL, S.A. without recourse, warranty or liability and for authentication purposes only

By: ...... By: ...... (Authorised Signatory) (Authorised Signatory)

EFFECTUATED for and on behalf of

...... as common safekeeper without recourse, warranty or liability

By: ...... [manual signature] (duly authorised)

- 60-

1 SCHEDULE

Payments of Interest, Delivery of Definitive Notes and Cancellation of Notes

Aggregate Aggregate principal principal Date of amount of amount of New Nominal payment, Amount of Amount of Amount of definitive Notes then Amount of delivery or interest then interest principal Notes then Notes then this Global Authorised cancellation paid withheld then paid delivered cancelled Note signature

1 This Schedule should only be completed where the Final Terms specify that the New Global Note form is not applicable.

- 61-

Part B – Form of Multicurrency Definitive Note

THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

BANCO POPULAR ESPAÑOL, S.A. (Incorporated with limited liability under the laws of the Kingdom of Spain)

€5,000,000,000 EURO-COMMERCIAL PAPER AND CERTIFICATES OF DEPOSIT PROGRAMME

Nominal Amount of this Note: ......

1. For value received, BANCO POPULAR ESPAÑOL, S.A. (the "Issuer") promises to pay to the bearer of this Note on the Maturity Date set out in the Final Terms, or on such earlier date as the same may become payable in accordance with paragraph 3 below (the "Relevant Date"), the above-mentioned Nominal Amount or as the case may be, the Redemption Amount set out in the Final Terms, at the rate and at the times (if any) specified herein and in the Final Terms. Terms defined in the Final Terms attached hereto but not otherwise defined in this Note shall have the same meaning in this Note.

All such payments shall be made in accordance with an amended and restated issuing and paying agency agreement (the "Issuing and Paying Agency Agreement") dated 21 November 2012 (as amended and restated or supplemented from time to time) between the Issuer and The Bank of New York Mellon as the issue agent and principal paying agent (the "Issue Agent" the "Principal Paying Agent" and "Paying Agent") and the Bank of New York Mellon (Ireland) Limited as Irish Listing Agent, a copy of which is available for inspection at the offices of the Principal Paying Agent at One Canada Square, Canary Wharf, London, E14 5AL, United Kingdom and at the offices of the Bank of New York Mellon (Ireland) Limited at Hanover Building, Windmill Lane, Dublin 2, Ireland and subject to and in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and surrender of this Note at the office of the Principal Paying Agent referred to above by transfer to an account denominated in the Specified Currency set out in the Final Terms maintained by the bearer in the principal financial centre in the country of that currency or, if this Note is denominated in Euro, by Euro cheque drawn on, or by transfer to a Euro account (or any other account to which Euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any member state of the European Union. The Issuer undertakes that, so long as the Notes are listed, traded and/or quoted on any listing authority, stock exchange and/or quotation system, there will at all times be a paying agent with a specified office in such place as may be required by the rules and regulations of the relevant listing authority, stock exchange and/or quotation system. The Issuer further undertakes that it will ensure that it maintains a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

2. All payments in respect of this Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the Kingdom of Spain or any political subdivision thereof or any taxing authority or agency thereof or therein ("Taxes"). If the Issuer or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Note (the "holder") after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that the Issuer shall not be required to pay any additional amounts in relation to any payment:

- 62-

(i) to, or to a third party on behalf of, a holder who could have been able to avoid such deduction or withholding by presenting a certificate of tax residence and/or such other document evidencing its tax residence required by the competent tax authorities; or

(ii) in respect of any Note presented for payment more than 15 days after the Relevant Date, except to the extent that the relevant holder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of 15 days; or

(iii) where the withholding or deduction referred to in this paragraph 3 is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to this Directive; or

(iv) in respect of any Note presented for payment by or on behalf of a holder of a Note who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union; or

(v) to, or to a third party on behalf of, a holder in respect of whom the Issuer (or the Principal Paying Agent on its behalf) has not received such information (which may include a tax residence certificate) concerning such Noteholder's identity and tax residence (or the identity or tax residence of the beneficial owner for whose benefit it holds such Notes) as it requires in order to comply with Spanish tax reporting requirements; or

(vi) to or for the benefit of individuals resident for tax purposes in Spain if Spanish Tax Authorities determine that payments made to such individuals are not exempt from withholding tax and require a withholding to be made; or

(vii) to or for the benefit of Spanish-resident legal entities subject to Spanish Corporate Income Tax if the Spanish Tax Authorities determine that the Notes do not comply with applicable exemption requirements, including those specified in the Reply to the Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated July 27, 2004 and require a withholding to be made.

3. This Note may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 14 days' notice to the holders (which notice shall be irrevocable), at the Redemption Amount specified in the Final Terms, together with (if this Note is an interest bearing Note) interest accrued to the date fixed for redemption, if:

(a) the Issuer has or will become obliged to pay additional amounts as provided or referred to in paragraph 2 as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Spain or any political subdivision thereof or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Issue Date specified in the Final Terms; and

(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided, however, that no such notice of redemption shall be given earlier than 14 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due.

Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Principal Paying Agent:

(a) a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred; and

- 63-

(b) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment.

Upon the expiry of any such notice as is referred to in this paragraph, the Issuer shall be bound to redeem the Notes in accordance with this paragraph.

4. The Issuer or any subsidiary of the Issuer may at any time purchase Notes in the open market or otherwise and at any price provided that all unmatured interest coupons (if this Note is an interest bearing Note) are purchased therewith,

5. All Notes so purchased by the Issuer otherwise than in the ordinary course of business of dealings in securities or as a nominee shall be cancelled and shall not be reissued or resold. All Notes so purchased by any subsidiary of the Issuer may be cancelled, held by such subsidiary or resold.

6. The payment obligations of the Issuer in respect of the Notes constitute direct, unsubordinated and unsecured obligations of the Issuer and upon the insolvency (concurso) of the Issuer (unless they qualify as subordinated debts under Article 92 of Law 22/2003 and subject to any applicable statutory exceptions) will rank pari passu and rateably without any preference among themselves and will rank at least pari passu with all other unsecured and unsubordinated indebtedness, present and future, of the Issuer.

7. If the Maturity Date (or, as the case may be, the Relevant Date) or, if applicable, the relevant Interest Payment Date, is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day, unless that date falls more than 364 days after the Issue Date, in which case payment shall be made on the immediately preceding Payment Business Day, and the bearer of this Note shall not be entitled to any interest or other sums in respect of such postponed payment.

As used herein

"Payment Business Day" shall mean any day, other than a Saturday or a Sunday, which is both (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation, and (b) either (i) if the Specified Currency set out in the Final Terms is any currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in both London and the principal financial centre of the country of the Specified Currency set out in the Final Terms (which, if the Specified Currency is Australian dollars, shall be Sydney) or (ii) if the Specified Currency set out in the Final Terms is Euro, a day which is a TARGET Business Day;

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single, shared platform and which was launched on 19 November 2007; and

"TARGET Business Day" means any day on which TARGET2 is open for the settlement of payments in Euro.

8. This Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof).

9. If this is an interest bearing Note, then:

(a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Note falling due for payment prior to the Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in paragraph 1 shall be payable on such fifteenth day; and

- 64-

(b) upon each payment of Interest (if any) prior to the Maturity Date in respect of this Note, the Schedule hereto shall be duly completed by the Principal Paying Agent to reflect such payment.

10. If this is a fixed rate interest bearing Note, interest shall be calculated on the above-mentioned Nominal Amount as follows:

(a) interest shall be payable on the above-mentioned Nominal Amount in respect of each successive Interest Period (as defined below) from (and including) the Issue Date to (but excluding) the Maturity Date (or, as the case may be, to the Relevant Date), in arrears on the relevant Interest Payment Date, on the basis of the Day Count Convention specified in the Final Terms or, if none is specified, on the basis of the actual number of days in such Interest Period and a year of 360 days at the Rate of Interest specified in the Final Terms with the resulting figure being rounded to the nearest amount of the Specified Currency which is available as legal tender in the country or countries (in the case of the Euro) of the Specified Currency (with halves being rounded upwards); and

(b) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is an "Interest Period" for the purposes of this paragraph.

11. If this is a floating rate interest bearing Note, interest shall be calculated on the above-mentioned Nominal Amount as follows:

(a) in the case of a Note which specifies LIBOR as the Reference Rate in the Final Terms, the Rate of Interest will be the aggregate of LIBOR and the Margin specified in the Final Terms (if any) above or below LIBOR. Interest shall be payable on the above- mentioned Nominal Amount in respect of each successive Interest Period (as defined below) from (and including) the Issue Date to (but excluding) the Maturity Date (or, as the case may be, to the Relevant Date), in arrears on the relevant Interest Payment Date, on the basis of the Day Count Convention specified in the Final Terms or, if none is specified, on the basis of the actual number of days in such Interest Period and a year of 360 days.

As used in this Note (and unless otherwise specified in the Final Terms):

"LIBOR" shall be equal to the rate defined as "LIBOR-BBA" in respect of the above- mentioned Specified Currency (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced as at the date of this Note, (the "ISDA Definitions")) as at 11:00 a.m. (London time) or as near thereto as practicable on the second London Banking Day before the first day of the relevant Interest Period (a "LIBOR Interest Determination Date"), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) was the number of months specified in the Final Terms in relation to the Reference Rate; and

"London Banking Day" shall mean a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

(b) in the case of a Note which specifies EURIBOR as the Reference Rate in the Final Terms, the Rate of Interest will be the aggregate of EURIBOR and the Margin specified in the Final Terms (if any) above or below EURIBOR. Interest shall be payable on the above-mentioned Nominal Amount in respect of each successive Interest Period (as defined below) from (and including) the Issue Date to (but excluding) the Maturity Date (or, as the case may be, to the Relevant Date), in arrears on the relevant Interest Payment Date, on the basis of the Day Count Convention specified in the Final Terms or if none is specified, on the basis of the actual number of days in such Interest Period and a year of 360 days.

- 65-

As used in this Note (and unless otherwise specified in the Final Terms), "EURIBOR" shall be equal to EUR-EURIBOR-Reuters (as defined in the ISDA Definitions) as at 11.00 a.m. (Brussels time) or as near thereto as practicable on the second TARGET Business Day before the first day of the relevant Interest Period (an "EURIBOR Interest Determination Date"), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) was the number of months specified in the Final Terms in relation to the Reference Rate;

(c) in the case of a Note which specifies EONIA as the Reference Rate in the Final Terms, the Rate of Interest will be the aggregate of EONIA and the Margin specified in the Final Terms (if any), determined on each TARGET Business Day during the Relevant Interest Period as specified below. Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from (and including) the Issue Date to (but excluding) the Maturity Date (or, as the case may be, to the Relevant Date), in arrear on the relevant Interest Payment Date, on the basis of the Day Count Convention specified in the Final Terms or, if none is specified on the actual number of days in such Interest Period and a year of 360 days.

As used in this Note (unless otherwise specified in the Final Terms) "EONIA", for each day in an Interest Period beginning on, and including, the first day of such Interest Period and ending on, but excluding, the last day of such Interest Period, shall be equal to the overnight rate as calculated by the European Central Bank and appearing on the Reuters Screen EONIA Page in respect of that day at 11.00 a.m. (Brussels time) on the TARGET Business Day immediately following such day (each an "EONIA Interest Determination Date"), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) was the number of months specified in the Final Terms in relation to the Reference Rate;

(d) the Calculation Agent specified in the Final Terms will, as soon as practicable (i) after 11.00 a.m. (London time) on each LIBOR Interest Determination Date or (ii) 11.00 a.m.(Brussels time) on each EURIBOR Interest Determination Date (as the case may be), or (iii) 11.00 a.m. (Brussels time) on each EONIA Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the "Amount of Interest"), in the case of (i) and (ii) above, for the relevant Interest Period or, in the case of (iii) above, for the relevant day. "Rate of Interest" means (A) if the Reference Rate is LIBOR, the rate which is determined in accordance with the provisions of paragraph 11(a), (B) if the Reference Rate is EURIBOR, the rate which is determined in accordance with the provisions of paragraph 11(b), and (C) if the Reference Rate is EONIA, the rate which is determined in accordance with paragraph 11(c) above. The Amount of Interest shall be calculated by applying the Rate of Interest to the above- mentioned Nominal Amount, multiplying such product by the Day Count Convention specified in the Final Terms or, if none is specified, by the actual number of days in the Interest Period concerned divided by 360 and rounding the resulting figure to the nearest amount of the above-mentioned Specified Currency which is available as legal tender in the country or countries (in the case of the Euro) of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties;

(e) a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall be conclusive and binding as between the Issuer and the bearer hereof;

(f) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an "Interest Period" for the purposes of this paragraph; and

- 66-

(g) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest, Such notice will be delivered to the bearer of this Note or, if that is not practicable, will be published in a leading English language daily newspaper published in London (which is expected to be the Financial Times).

12. Instructions for payment must be received at the office of the Paying Agent referred to above together with this Note as follows:

(a) if this Note is denominated in Australian dollars, New Zealand dollars. Hong Kong dollars or Japanese Yen, at least two Business Days prior to the relevant payment date;

(b) if this Note is denominated in United States dollars, Canadian dollars, Sterling or Euro, on or prior to the relevant payment date; and

(c) in all other cases, at least one Business Day prior to the relevant payment date.

As used in this paragraph, "Business Day" means:

(i) a day other than a Saturday or Sunday on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

(ii) in the case of payments in Euro, a TARGET Business Day; and

(iii) in all other cases, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre in the country of the Specified Currency set out in the Final Terms.

As used in this Note:

"Clearing System" means each or any of Clearstream, Luxembourg, Euroclear or such other recognised clearing system as may be agreed from time to time between the Issuer and the Principal Paying Agent and in which Notes may from time to time be held, or any successor to such entities.2

13. This Note shall not be validly issued unless manually authenticated by The Bank of New York Mellon as Issue Agent.

14. This Note and any non-contractual obligations arising from or in connection with it are governed by, and construed in accordance with, English law.

15. (a) English courts: The courts of England have exclusive jurisdiction to settle any dispute arising from or in connection with this Note (including a dispute relating to any non-contractual obligations arising from or in connection with this Note, or a dispute regarding the existence, validity or termination of this Note or the consequences of its nullity) (a "Dispute").

(b) Appropriate forum: The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.

(c) Rights of the bearer to take proceedings outside England: Paragraph 15(a) (English courts) is for the benefit of the bearer only. As a result, nothing in this paragraph 15 prevents the bearer from taking proceedings relating to a Dispute ("Proceedings") in any

2 If this Note is denominated in Sterling, delete paragraphs 9 through 12 inclusive and replace with interest provisions to be included on the reverse of the Note as indicated below.

- 67-

other courts with jurisdiction. To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions.

(d) Service of process: The Issuer agrees that, the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Ltd. at its registered office at, 5th Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which service of process may be served on it. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the bearer addressed to the Issuer and delivered to the Issuer or to the offices of the Principal Paying Agent appoint a further person in England and Wales to accept service of process on its behalf and, failing such appointment within 15 days, the bearer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the offices of the Principal Paying Agent. Nothing in this paragraph shall affect the right of the bearer to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

16. If this Note has been admitted to listing on the Official List of the Irish Stock Exchange Limited and to trading on the Main Securities Market of the Irish Stock Exchange Limited (and/or has been admitted to listing, trading and/or quotation on any other listing authority, stock exchange and/or quotation system), all notices required to be published concerning this Note shall be published in accordance with the requirements of the Irish Stock Exchange Limited (and/or of the relevant listing authority, stock exchange and/or quotation system).

17. Claims for payment of principal and interest in respect of this Note shall become prescribed and void unless made, in the case of principal, within ten years alter the Maturity Date (or, as the case may be, the Relevant Date) or, in the case of interest, five years after the relevant Interest Payment Date.

18. No person shall have any right to enforce any provision of this Note under the Contracts (Rights of Third Parties) Act 1999.

AUTHENTICATED by SIGNED on behalf of; THE BANK OF NEW YORK MELLON BANCO POPULAR ESPAÑOL, S.A. without recourse, warranty or liability and for authentication purposes only

By: ...... By: ...... (Authorised Signatory) (Authorised Signatory)

By: ...... (Authorised Signatory)

- 68-

[On the Reverse]

[(A) If this is an interest bearing Note, then:

(a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Note falling due for payment prior to the Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in paragraph 1 shall be payable on such fifteenth day; and

(b) upon each payment of interest (if any) prior to the Maturity Date in respect of this Note, the Schedule hereto shall be duly completed by the Issue and Paying Agent to reflect such payment.

(B) If this is a fixed rate interest bearing Note, interest shall be calculated on the Calculation Amount specified in the Final Terms as follows:

(a) interest shall be payable on the Calculation Amount in respect of each successive interest Period (as defined below) from the Issue Date to the Maturity Date (or, as the case may be, to the Relevant Date), in arrears on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 365 days at the Rate of Interest specified in the Final Terms with the resulting figure being rounded to the nearest penny (with halves being rounded upwards); and

(b) the period beginning on the Issue Date and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is an "Interest Period" for the purposes of this paragraph (B).

(C) If this is a floating rate interest bearing Note, interest shall be calculated on the Calculation Amount specified in the Final Terms as follows:

(a) the Rate of Interest will be the aggregate of LIBOR and the Margin specified in the Final Terms (if any) above or below LIBOR. Interest shall be payable on the Calculation Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date (or, as the case may be, to the Relevant Date), in arrears on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 365 days.

As used in this Note, "LIBOR" shall be equal to the rate defined as "LIBOR-BBA" in respect of Sterling (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced as at the date of this Note (the "ISDA Definitions")) as at 11.00 a.m. (London time) or as near thereto as practicable on the first day of the relevant Interest Period (the "LIBOR Interest Determination Date"), as if the Reset Date (as defined in the ISDA Definitions) were the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) were the number of months specified in the Final Terms in relation to the Reference Rate;

(b) the Calculation Agent specified in the Final Terms will, as soon as practicable after 11.00 a.m. (London time) on the LIBOR Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the "Amount of Interest") for the relevant Interest Period. "Rate of Interest" means the rate which is determined in accordance with the provisions of sub-paragraph (a) above. The Amount of Interest shall be calculated by applying the Rate of Interest to the above-mentioned Nominal Amount, multiplying such product by the Day Count Fraction specified in the Final Terms or, if none is specified, by the actual number of days in the Interest Period concerned divided by 365 and rounding the resulting figure to the nearest penny. The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent named above shall (in the absence of manifest error) be final and binding upon all parties;

- 69-

(c) a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest. Period shall be conclusive and binding as between the Issuer and the bearer hereof;

(d) the period beginning on the above-mentioned Issue Date and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is called an "Interest Period" for the purposes of this paragraph (C); and

(e) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest. Such notice will be delivered to the bearer of this Note or, if that is not practicable, will be published in a leading English language daily newspaper published in London (which is expected to be the Financial Times).]

- 70-

SCHEDULE

Payments of Interest

Notation on behalf of Gross Withholdin Issue and Payment Amount g at 21 per Net Amount Paying Date Made From Payment To Paid cent. Paid Agent

- 71-

FORM OF FINAL TERMS

Set out below is the form of Final Terms which will be completed in respect of each issue of Notes issued under the Programme and will be attached to the relevant Global or Definitive Notes on issue.

BANCO POPULAR ESPAÑOL, S.A.

€5,000,000,000 Euro-Commercial Paper and Certificates of Deposit Programme (the "Programme") Issue of [Aggregate Principal Amount of Notes] [Title of Notes]

PART A – CONTRACTUAL TERMS

This document constitutes the Final Terms (as referred to in the Information Memorandum dated [date] (as amended, updated or supplemented from time to time, the "Information Memorandum") in relation to the Programme) in relation to the issue of Notes referred to above (the "Notes"). Terms defined in the Information Memorandum, unless indicated to the contrary, have the same meanings where used in these Final Terms. Reference is made to the Information Memorandum for a description of the Issuer, the Programme and certain other matters. These Final Terms are supplemental to and must be read conjunction with the full terms and conditions of the Notes. These Final Terms are also a summary of the terms and conditions of the Notes for the purpose of listing.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Information Memorandum [as so supplemented]. The Information Memorandum [and the supplemental Information Memorandum] [is][are] available for viewing during normal business hours at the registered office of the Issuer at calle Velázquez nº 34, 28001 Madrid, Spain, and at the offices of the Issue Agent and Principal Paying Agent at One Canada Square, Canary Wharf, London E14 5AL, United Kingdom.

The particulars to be specified in relation to the issue of the Notes are as follows:

[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub- paragraphs. Italics denote guidance for completing the Final Terms.]

1. Issuer: BANCO POPULAR ESPAÑOL, S.A.

2. Type of Note: Euro commercial paper

3. Series No: [•]

4. Dealer(s): [•]

5. Specified Currency: [•]

6. Nominal Amount: [•]

7. Issue Date: [•]

8. Maturity Date: [•] [May not be less than 1 days nor more than 364 days]

9. Issue Price (for interest bearing [•] Notes) or discount rate (for discount Notes):

10. Denomination: [•]

11. Redemption Amount: [Redemption at par] [•] per Note of [•] Denomination] [other]

12. Delivery: [Free of/against] payment

- 72-

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13. Fixed Rate Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Rate[(s)] of Interest: [•] [per cent., per annum]

(ii) Interest Payment Date(s):

(iii) Day Count Convention (if [Not Applicable/other] different from that specified in the terms and [The above-mentioned Day Count Convention shall have conditions of the Notes): the meaning given to it in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced at the Issue Date.]

(iv) Other terms relating to the [Not Applicable/give details] method of calculating interest for Fixed Rate Notes (if different from those specified in the terms and conditions of the Notes):

14. Floating Rate Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Interest Payment Dates: [•]

(ii) Calculation Agent (party [[Name] shall be the Calculation Agent] responsible for calculating the Rate(s) of interest and/or Interest Amount(s) (if not the Issue and Paying Agent)):

(iii) Reference Rate: [•] months [LIBOR/EURIBOR/EONIA]

(iv) Margin(s): [+/-][•] per cent., per annum

(v) Day Count Convention (if [Not Applicable/other] different from that specified in the terms and [The above-mentioned Day Count Convention shall have conditions of the Notes): the meaning given to it in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced at the Issue Date.]

(vi) Any other terms relating to [•] the method of calculating interest on floating rate Notes (if different from those set out in the terms and conditions of the Notes):

- 73-

GENERAL PROVISIONAL APPLICABLE TO THE NOTES

15. Listing and admission to trading; [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Official List of the Irish Stock Exchange with effect from [insert date]/[other regulated market (specify)] [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [specify relevant regulated market] with effect from [insert date] [Not Applicable,]

16. Ratings: The Notes to be issued have been rated:

[Standard & Poor's: [•]]

[Moody's: [•]]

[Fitch: [•]]

[Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.]

(The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)

17. Clearing System(s): Euroclear, Clearstream, Luxembourg [and Euroclear, France]

18. Issue and Paying Agent: The Bank of New York Mellon.

19. ISIN: [•]

20. Common code: [•]

21. Any clearing system(s) other than [Not Applicable/give name(s) and number(s)] Euroclear Bank, S.A./N.V., Clearstream Banking, société anonyme and Euroclear France, S.A. and the relevant identification number(s):

22. New Global Note: [Yes] [No]

23. Intended to be held in a manner [Yes.][No.][Not Applicable.][Note that the designation which would allow Eurosystem "yes" simply means that the Notes are intended upon issue eligibility: to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life, Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met] [include this text if "yes" selected in which case the Notes must be issued in NGN form]

- 74-

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €5,000.000,000 Euro-Commercial Paper and Certificates of Deposit Programme of BANCO POPULAR ESPAÑOL, S.A.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the import of such information. [(Relevant third party information) has been extracted from (specify source). The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by (specify source), no facts have been omitted which would render the reproduced information inaccurate or misleading.]

Signed on behalf of BANCO POPULAR ESPAÑOL, S.A.

By: ...... Duly authorised

Dated: ......

- 75-

PART B – OTHER INFORMATION

1. INTEREST OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]

Need to include a description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement:

["Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."]

2. ESTIMATED TOTAL EXPENSES RELATED TO THE ADMISSION TO TRADING

Estimated total expenses: [•]

3. [Fixed Rate Notes only – YIELD

indication of yield: [•]]

4. [Floating Rate Notes only – HISTORIC INTEREST RATES

Details of historic [LIBOR/EURIBOR/EONIA/other] rates can be obtained from [Reuters]].

- 76-

FORMS OF CDS

Part A – Form of Multicurrency Global CD

BANCO POPULAR ESPAÑOL, S.A. (Incorporated with limited liability in the Kingdom of Spain)

1. Banco Popular Español, S.A. (the "Issuer") certifies that a sum has been deposited with it upon terms that on the Maturity Date set out in the Final Terms or on such earlier date or dates as the same may become payable in accordance with paragraph 6 (the "Relevant Date") the nominal amount that this Global CD represents (the "Nominal Amount") is payable. Terms defined in the Final Terms attached hereto but not otherwise defined in this Global CD shall have the same meaning in this Global CD.

All such payments shall be made in accordance with an amended and restated issuing and paying agency agreement dated 21 November 2012 (as amended and restated or supplemented from time to time) between the Issuer, The Bank of New York Mellon as issue agent and principal paying agent (the "Issue Agent" and "Principal Paying Agent" and "Paying Agent") and The Bank of New York Mellon (Ireland) Limited as Irish listing agent, a copy of which is available for inspection at the offices of the Principal Paying Agent at One Canada Square, Canary Wharf, London E14 5AL, United Kingdom and at the offices of The Bank of New York Mellon (Ireland) Limited at Hanover Building, Windmill Lane, Dublin 2, Ireland, and subject to and in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and surrender of this Global CD at the offices of the Paying Agent referred to above by transfer to an account denominated in the Specified Currency set out in the Final Terms maintained by the bearer in the principal financial centre in the country of that currency or, in the case of a Global CD denominated in Euro, by Euro cheque drawn on, or by transfer to a Euro account (or any other account to which Euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any member state of the European Union. The Issuer undertakes that, so long as the CDs are listed, traded and/or quoted on any listing authority, stock exchange and/or quotation system, there will at all times be a paying agent with a Specified Office in such place as may be required by the rules and regulations of the relevant listing authority, stock exchange and/or quotation system. The Issuer further undertakes that it will ensure that it maintains a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

2. This Global CD is issued in representation of an issue of CDs in the Nominal Amount set out in the Final Terms.

If this Global CD indicates that it is intended to be issued in new global form, the Nominal Amount of this Global CD shall be the aggregate amount from time to time entered in the records of each Clearing System (as defined below). The records of the relevant Clearing Systems (which expression in this Global CD means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the CDs) shall be conclusive evidence of the nominal amount of CDs represented by this Global CD and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of CDs represented by this Global CD at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

If this Global CD indicates that it is not intended to be issued in new global form, the Nominal Amount of this Global CD shall be the amount stated as the Nominal Amount set out in the Final Terms.

3. All payments in respect of this Global CD by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed in any jurisdiction through, in or from which such payments are made or any political subdivision or taxing authority of or in any of the foregoing ("Taxes"). If the Issuer or any agent thereof is required by

- 77-

law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Global CD or the holder or beneficial owner of any interest herein or rights in respect hereof after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable where this Global CD is presented for payment:

(a) to, or to a third party on behalf of, a holder who could have been able to avoid such deduction or withholding by presenting a certificate of tax residence and/or such other document evidencing its tax residence required by the competent tax authorities; or

(b) in respect of any CD presented for payment more than 15 days after the Relevant Date, except to the extent that the relevant holder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of 15 days; or

(c) where the withholding or deduction referred to in this paragraph 3 is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to this Directive; or

(d) in respect of any CD presented for payment by or on behalf of a holder of a CD who would have been able to avoid such withholding or deduction by presenting the relevant CD to another paying agent in a Member State of the European Union; or

(e) to, or to a third party on behalf of, a holder in respect of whom the Issuer (or the Principal Paying Agent on its behalf) has not received such information (which may include a tax residence certificate) concerning such holder's identity and tax residence (or the identity or tax residence of the beneficial owner for whose benefit it holds such CDs) as it requires in order to comply with Spanish tax reporting requirements; or

(f) to or for the benefit of individuals resident for tax purposes in Spain if Spanish Tax Authorities determine that payments made to such individuals are not exempt from withholding tax and require a withholding to be made; or

(g) to or for the benefit of Spanish-resident legal entities subject to Spanish Corporate Income Tax if the Spanish Tax Authorities determine that the CDs do not comply with applicable exemption requirements, including those specified in the Reply to the Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated July 27, 2004 and require a withholding to be made.

4. If the Final Terms in respect of this Global CD specify that this Global CD bears a fixed rate of interest, the deposit represented by this Global CD will bear a fixed rate interest at a rate per annum specified in such Final Terms calculated on a 360 day year basis (or, in the case of a Global CD denominated in Sterling, 365 days) from the date hereof to the Maturity Date and such interest shall be payable on the Maturity Date.

5. If the Final Terms in respect of this Global CD specify that this Global CD bears a floating rate of interest, the deposit represented by this Global CD (the "Deposit") will bear a floating rate interest from the date of issue of this Global CD, payable on each date (each an "Interest Payment Date") which falls the number of calendar months specified in the Final Terms as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the date of issue of this Global CD and which, in the case of the last Interest Payment Date, shall be the Maturity Date. If any Interest Payment Date would otherwise fall on a day which is not a Business Day, it will be postponed to the next Business Day, unless it would thereby fall into the next calendar month, in which case (i) it will be brought forward to the preceding Business Day and (ii) each successive Interest Payment Date thereafter will be the last Business Day of the month which falls the specified number of months after the immediately preceding Interest Payment Date. If there is no numerically corresponding day in the calendar month in which an Interest Payment Date would otherwise fall, then the relevant Interest Payment Date will be the last day which is a Business Day in that month, and the provisions of (ii)

- 78-

in the immediately preceding sentence will apply. Each period beginning on (and including) the Issue Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an "Interest Period". The rate of interest applicable to the Deposit for each Interest Period will be the aggregate of LIBOR, EURIBOR or EONIA (as applicable) and the Margin (if any) above or below LIBOR or EURIBOR (as applicable) or, in the case of EONIA, as determined on each TARGET Business Day during the relevant Interest Period as specified below, and the amount of interest payable on each Interest Payment Date will be calculated by the Calculation Agent by reference to the actual number of days in the relevant Interest Period and a year of 360 days (or, in the case of a CD denominated in Sterling, 365 days). For these purposes, LIBOR shall be equal to "LIBOR-BBA" (as defined by the 2006 ISDA Definition published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced as at the date of this Global CD (the "ISDA Definitions")) as at 11.00 a.m. London time or as near thereto as is practicable on the second London Banking Day before the first day of the relevant Interest Period (or, in the case of a Global CD denominated in Sterling, on the first day thereof); EURIBOR shall be equal to "EUR-EURIBOR-Reuters" (as defined by the ISDA Definitions) as at 11.00 a.m. Brussels time or as near thereto as is practicable on the second TARGET Business Day before the first day of the relevant Interest Period; and EONIA shall be, for each day in an Interest Period beginning on, and including, the first day of such Interest Period and ending on, but excluding, the last day of such Interest Period, equal to the overnight rate as calculated by the European Central Bank and appearing on the Reuters Screen EONIA Page in respect of that day at 11.00 a.m. (Brussels time) on the TARGET Business Day immediately following such day; "Business Day" shall mean a day upon which banks settle payments in the Relevant Financial Centre specified above (in the case of a Global CD denominated in euro, this shall mean a TARGET Business Day); and "London Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London.

6. The CDs may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 14 days' notice to the holders (which notice shall be irrevocable), at their Nominal Amount (as specified in the relevant Final Terms) if:

(a) the Issuer has or will become obliged to pay additional amounts as provided or referred to in paragraph 3 as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Spain or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 21 November 2012; and

(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided, however, that no such notice of redemption shall be given earlier than 14 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the CDs were then due.

Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Principal Paying Agent:

(i) a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred; and

(ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment.

Upon the expiry of any such notice as is referred to in this paragraph, the Issuer shall be bound to redeem the CDs in accordance with this paragraph.

- 79-

7. The Issuer or any subsidiary of the Issuer may at any time purchase CDs in the open market or otherwise and at any price.

8. All CDs so purchased by the Issuer shall be cancelled and shall not be reissued or resold. All CDs so purchased by any subsidiary of the Issuer may be cancelled, held by such subsidiary or resold.

9. The payment obligation of the Issuer represented by this Global CD constitutes and at all times shall constitute a direct, unsubordinated and unsecured obligation of the Issuer and upon the insolvency (concurso) of the Issuer (unless they qualify as subordinated debts under Article 92 of Law 22/2003 and subject to any applicable statutory exceptions) will rank pari passu and rateably without any preference among themselves and will rank at least pari passu with all other unsecured and unsubordinated indebtedness, present and future, of the Issuer.

10. If the Relevant Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day and the bearer of this Global CD shall not be entitled to any interest or other sums in respect of such postponed payment.

As used in this Global CD:

"Payment Business Day" means any day other than a Saturday or Sunday which is either (i) if the Specified Currency set out in the Final Terms is any currency other than Euro, a day on which dealings in foreign currency may be carried on in London and in the principal financial centre of the country of the Specified Currency set out in the Final Terms (which, if the Specified Currency is Australian dollars, shall be Sydney) and each (if any) additional financial centre as may be specified in the Final Terms or (ii) if the Specified Currency set out in the Final Terms is Euro, a day which is a TARGET Business Day; and

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007; and

"TARGET Business Day" means any day on which TARGET2 is operating credit or transfer instructions in respect of payments in Euro.

11. This Global CD is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof).

12. This Global CD is issued in respect of an issue of CDs of the Issuer and is exchangeable in whole (but not in part only) for duly executed and authenticated bearer CDs in definitive form (whether before, on or, subject as provided below, after the Maturity Date):

(a) if the Clearing System(s) in which this Global CD is held at the relevant time is closed for a continuous period of 14 days (other than by reason of public holidays); or

(b) if default is made in the payment of any amount payable in respect of this Global CD; or

(c) the CDs are required to be removed from both Euroclear and Clearstream, Luxembourg and no alternative Clearing System is available.

Upon the tenth London Banking Day (as defined below) following presentation and surrender of this Global CD during normal business hours to the Issuer at the offices of the Principal Paying Agent (or to any other person or at any other office outside the United States as may be designated in writing by the Issuer to the bearer), the Principal Paying Agent shall authenticate and deliver, in exchange for this Global CD, bearer definitive CDs denominated in the Specified Currency set out in the Final Terms in an aggregate nominal amount equal to the Nominal Amount of this Global CD.

- 80-

As used in this Global CD:

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme or any successor thereto;

"Clearing System" means each or any of Clearstream, Luxembourg, Euroclear or such other recognised clearing system as may be agreed from time to time between the Issuer and the Paying Agent and in which CDs may from time to time be held, or any successor to such entities and which, if this Global CD indicates that it is to be held in a manner which would allow Eurosystem eligibility, is authorised to hold (and it currently holding) this Global CD as eligible collateral for Eurosystem monetary policy and intra-day credit operations; and

"Euroclear" means Euroclear Bank S.A./N.V., or any successor thereto.

13. If, following such surrender, definitive CDs are not issued in full exchange for this Global CD before 5.00 p.m. (London time) on the thirtieth day after surrender, this Global CD (including the obligation hereunder to issue definitive CDs) will become void and the bearer will have no further rights under this Global CD (but without prejudice to the rights which the bearer or any other person may have under a Deed of Covenant dated 21 November 2011, entered into by the Issuer).

As used in this Global CD:

"London Banking Day" means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

14. Instructions for payment must be received at the offices of the Paying Agent referred to above together with this Global CD as follows:

(a) if this Global CD is denominated in Australian dollars, New Zealand dollars, Hong Kong dollars or Japanese Yen, at least two Business Days prior to the relevant payment date;

(b) if this Global CD is denominated in United States dollars, Canadian dollars, Sterling or Euro on or prior to the relevant payment date; and

(c) in all other cases, at least one Business Day prior to the relevant payment date.

As used in this paragraph, "Business Day" means:

(i) a day other than a Saturday or Sunday on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

(ii) a day on which the Clearing Systems are in operation;

(iii) in the case of payments in Euro, a TARGET Business Day; and

(iv) in all other cases, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre in the country of the Specified Currency set out in the Final Terms.

15. On any payment being made, or any purchase of cancellation of, any of the CDs represented by this Global CD, the Issuer shall procure that:

(a) if this Global CD indicates that it is intended to be issued in new global form, details of such payment or purchase or cancellation (as the case may be) shall be entered in the records of each Clearing System; and

(b) if this Global CD indicates that it is not intended to be issued in new global form, details of such payment or purchase or cancellation (as the case may be) shall be annotated hereon and such annotation shall be prima facie evidence of such payment, purchase or cancellation.

- 81-

16. Claims for payment of the Nominal Amount shall become void unless the relevant CDs are presented for payment within ten years of the Relevant Date.

17. This Global CD shall not be validly issued unless manually authenticated by The Bank of New York Mellon as Issue Agent and, if this Global CD indicates that it is intended to be held in a manner that would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper (the "Common Safekeeper").

18. This Global CD and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

19. (a) English courts: The courts of England and Wales have exclusive jurisdiction to settle any dispute (a "Dispute") arising from or connected with this Global CD (including a Dispute relating to any non-contractual obligations arising out of or in connection with this Global CD) and the parties submit to the exclusive jurisdiction of the English courts.

(b) Appropriate forum: The Issuer agrees that the courts of England and Wales are the most appropriate and convenient courts to settle any Dispute arising from or connected with this Global CD (including a Dispute relating to any non-contractual obligations arising out of or in connection with this Global CD) and, accordingly, that it will not argue to the contrary.

(c) Rights of the bearer to take proceedings outside England and Wales: Clause 19(a) (English courts) is for the benefit of the bearer only. As a result, nothing in this Clause 19 prevents the bearer from taking proceedings relating to a Dispute ("Proceedings") (including any Proceedings relating to any non-contractual obligations arising out of or in connection with a Dispute) in any other courts with jurisdiction. To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions.

(d) Process agent: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Ltd., Fifth Floor 100 Wood Street, London, EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the bearer addressed to the Issuer and delivered to the Issuer or to the offices of the Principal Paying Agent appoint a further person in England and Wales to accept service of process on its behalf and, failing such appointment within 15 days, the bearer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the offices of the Principal Paying Agent. Nothing in this paragraph shall affect the right of the bearer to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

20. If this Global CD has been admitted to listing on the Official List of the Irish Stock Exchange Limited and to trading on the Main Securities Market of the Irish Stock Exchange Limited (and/or has been admitted to listing, trading and/or quotation on any other listing authority, stock exchange and/or quotation system), all notices required to be published concerning this Global CD shall be published in accordance with the requirements of the Irish Stock Exchange Limited (and/or of the relevant listing authority, stock exchange and/or quotation system). The Issuer may, in lieu of such publication and if so permitted by the rules of the Irish Stock Exchange Limited (and/or of the relevant listing authority, stock exchange and/or quotation system), deliver the relevant notice to the Clearing System(s) in which this Global CD is held.

21. No person shall have any right to enforce any provision of this Global CD under the Contracts (Rights of Third Parties) Act 1999.

- 82-

SIGNED on behalf of:

BANCO POPULAR ESPAÑOL, S.A.

By: ...... (Authorised Signatory)

AUTHENTICATED by EFFECTUATED by: THE BANK OF NEW YORK MELLON [•] without recourse, warranty or liability and for as Common Safekeeper without recourse, warranty authentication purposes only or liability and for effectuation purposes only

By: ...... By: ...... (Authorised Signatory) (Authorised Signatory)

FINAL TERMS

[Completed Final Terms to be attached]

- 83-

Part B – Form of Multicurrency Definitive CD

BANCO POPULAR ESPAÑOL, S.A. (Incorporated with limited liability in the Kingdom of Spain)

Nominal Amount of this CD: ______

1. Banco Popular Español, S.A. (the "Issuer") certifies that a sum has been deposited with it upon terms that on the Maturity Date set out in the Final Terms or on such earlier date or dates as the same may become payable in accordance with paragraph 6 (the "Relevant Date") the nominal amount of this CD set out above (the "Nominal Amount") is payable. Terms defined in the Final Terms attached hereto but not otherwise defined in this CD shall have the same meaning in this CD.

All such payments shall be made in accordance with an amended and restated issuing and paying agency agreement dated 21 November 2012 (as amended and restated or supplemented from time to time) between the Issuer, The Bank of New York Mellon as issue agent and principal paying agent (the "Issue Agent", "Principal Paying Agent" and "Paying Agent") and The Bank of New York Mellon (Ireland) Limited as Irish listing agent, a copy of which is available for inspection at the offices of the Principal Paying Agent at One Canada Square, Canary Wharf, London E14 5AL, United Kingdom and at the offices of The Bank of New York Mellon (Ireland) Limited at Hanover Building, Windmill Lane, Dublin 2, Ireland, and subject to and in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and surrender of this CD at the Specified Offices of the Paying Agent referred to above by transfer to an account denominated in the Specified Currency set out in the Final Terms maintained by the bearer in the principal financial centre in the country of that currency or, in the case of a CD denominated in Euro, by Euro cheque drawn on, or by transfer to, a Euro account (or any other account to which Euro may be credited or transferred) maintained by the payee with a bank in the principal financial centre of any member State of the European Union. The Issuer undertakes that, so long as the CDs are listed, traded and/or quoted on any listing authority, stock exchange and/or quotation system, there will at all times be a paying agent with a Specified Office in such place as may be required by the rules and regulations of the relevant listing authority, stock exchange and/or quotation system. The Issuer further undertakes that it will ensure that it maintains a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

2. All payments in respect of this CD by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed in any jurisdiction through, in or from which such payments are made or any political subdivision or taxing authority of or in any of the foregoing ("Taxes"). If the Issuer or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this CD after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable where this CD is presented for payment:

(a) to, or to a third party on behalf of, a holder who could have been able to avoid such deduction or withholding by presenting a certificate of tax residence and/or such other document evidencing its tax residence required by the competent tax authorities; or

(b) in respect of any CD presented for payment more than 15 days after the Relevant Date, except to the extent that the relevant holder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of 15 days; or

(c) where the withholding or deduction referred to in this paragraph 3 is imposed on a payment to an individual and is required to be made pursuant to European Council

- 84-

Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to this Directive; or

(d) in respect of any CD presented for payment by or on behalf of a holder of a CD who would have been able to avoid such withholding or deduction by presenting the relevant CD to another paying agent in a Member State of the European Union; or

(e) to, or to a third party on behalf of, a holder in respect of whom the Issuer (or the Principal Paying Agent on its behalf) has not received such information (which may include a tax residence certificate) concerning such holder's identity and tax residence (or the identity or tax residence of the beneficial owner for whose benefit it holds such CDs) as it requires in order to comply with Spanish tax reporting requirements; or

(f) to or for the benefit of individuals resident for tax purposes in Spain if Spanish Tax Authorities determine that payments made to such individuals are not exempt from withholding tax and require a withholding to be made; or

(g) to or for the benefit of Spanish-resident legal entities subject to Spanish Corporate Income Tax if the Spanish Tax Authorities determine that the CDs do not comply with applicable exemption requirements, including those specified in the Reply to the Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated July 27, 2004 and require a withholding to be made.

3. If the Final Terms in respect of this CD specify that this CD bears a fixed rate of interest, the deposit represented by this CD will bear a fixed rate interest at a rate per annum specified in such Final Terms calculated on a 360 day year basis (or, in the case of a CD denominated in Sterling, 365 days) from the date hereof to the Maturity Date and such interest shall be payable on the Maturity Date.

4. If the Final Terms in respect of this CD specify that this CD bears a floating rate of interest, the deposit represented by this CD (the "Deposit") will bear a floating rate interest from the date of issue of this CD, payable on each date (each an "Interest Payment Date") which falls the number of calendar months specified in the Final Terms as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the date of issue of this CD and which, in the case of the last Interest Payment Date, shall be the Maturity Date. If any Interest Payment Date would otherwise fall on a day which is not a Business Day, it will be postponed to the next Business Day, unless it would thereby fall into the next calendar month, in which case (i) it will be brought forward to the preceding Business Day and (ii) each successive Interest Payment Date thereafter will be the last Business Day of the month which falls the specified number of months after the immediately preceding Interest Payment Date. If there is no numerically corresponding day in the calendar month in which an Interest Payment Date would otherwise fall, then the relevant Interest Payment Date will be the last day which is a Business Day in that month, and the provisions of (ii) in the immediately preceding sentence will apply. Each period beginning on (and including) the Issue Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an "Interest Period". The rate of interest applicable to the Deposit for each Interest Period will be the aggregate of LIBOR, EURIBOR or EONIA (as applicable) and the Margin (if any) above or below LIBOR or EURIBOR (as applicable) or, in the case of EONIA, as determined on each TARGET Business Day during the relevant Interest Period as specified below, and the amount of interest payable on each Interest Payment Date will be calculated by the Calculation Agent by reference to the actual number of days in the relevant Interest Period and a year of 360 days (or, in the case of a CD denominated in Sterling, 365 days). For these purposes, LIBOR shall be equal to "LIBOR-BBA" (as defined by the 2006 ISDA Definition published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced as at the date of this CD (the "ISDA Definitions")) as at 11.00 a.m. London time or as near thereto as is practicable on the second London Banking Day before the first day of the relevant Interest Period (or, in the case of a CD denominated in Sterling, on the first day thereof); EURIBOR shall be equal to "EUR EURIBOR- Reuters" (as defined by the ISDA Definitions) as at 11.00 a.m. Brussels time or as near thereto as is practicable on the second TARGET Business Day before the first day of the relevant Interest Period; and EONIA shall be, for each day in an Interest Period beginning on, and including, the first day of such Interest Period and ending on, but excluding, the last day of

- 85-

such Interest Period, equal to the overnight rate as calculated by the European Central Bank and appearing on the Reuters Screen EONIA Page in respect of that day at 11.00 a.m. (Brussels time) on the TARGET Business Day immediately following such day; "Business Day" shall mean a day upon which banks settle payments in the Relevant Financial Centre specified above (in the case of a CD denominated in euro, this shall mean a TARGET Business Day); and "London Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London.

5. The CDs may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 14 days' notice to the holders (which notice shall be irrevocable), at their Nominal Amount (as specified in the relevant Final Terms) if:

(a) the Issuer has or will become obliged to pay additional amounts as provided or referred to in paragraph 2 as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Spain or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 21 November 2012; and

(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it;

provided, however, that no such notice of redemption shall be given earlier than 14 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the CDs were then due.

Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Principal Paying Agent:

(i) a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred; and

(ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment.

Upon the expiry of any such notice as is referred to in this paragraph, the Issuer shall be bound to redeem the CDs in accordance with this paragraph.

6. The Issuer or any subsidiary of the Issuer may at any time purchase CDs in the open market or otherwise and at any price.

7. All CDs so purchased by the Issuer shall be cancelled and shall not be reissued or resold. All CDs so purchased by any subsidiary of the Issuer may be cancelled, held by such subsidiary or resold.

8. The payment obligation of the Issuer represented by this CD constitutes and at all times shall constitute a direct, unsubordinated and unsecured obligation of the Issuer and upon the insolvency (concurso) of the Issuer (unless they qualify as subordinated debts under Article 92 of Law 22/2003 and subject to any applicable statutory exceptions) will rank pari passu and rateably without any preference among themselves and will rank at least pari passu with all other unsecured and unsubordinated indebtedness, present and future, of the Issuer.

9. If the Relevant Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day and the bearer of this CD shall not be entitled to any interest or other sums in respect of such postponed payment.

As used herein, "Payment Business Day", shall mean any day, other than a Saturday or a Sunday, which is both (a) a day on which commercial banks and foreign exchange markets settle

- 86-

payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation, and (b) either (i) if the Specified Currency set out in the Final Terms is any currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in both London and the principal financial centre of the country of the Specified Currency set out in the Final Terms (which, if the Specified Currency is Australian dollars, shall be Sydney) or (ii) if the Specified Currency set out in the Final Terms is Euro, a day which is a TARGET Business Day; and

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007; and

"TARGET Business Day" means any day on which TARGET2 is operating credit or transfer instructions in respect of payments in Euro.

10. This CD is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof).

11. Instructions for payment must be received at the offices of the Paying Agent referred to above together with this CD as follows:

(a) if this CD is denominated in Australian dollars, New Zealand dollars, Hong Kong dollars or Japanese Yen, at least two Business Days prior to the relevant payment date;

(b) if this CD is denominated in United States dollars, Canadian dollars or Euro, on or prior to the relevant payment date; and

(c) in all other cases, at least one Business Day prior to the relevant payment date.

As used in this paragraph, "Business Day" means:

(i) a day other than a Saturday or Sunday on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

(ii) a day on which the Clearing Systems are in operation;

(iii) in the case of payments in Euro, a TARGET Business Day; and

(iv) in all other cases, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre in the country of the Specified Currency set out in the Final Terms.

As used in this CD:

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme or any successor thereto;

"Clearing System" means each or any of Clearstream, Luxembourg, Euroclear or such other recognised clearing system as may be agreed from time to time between the Issuer and the Paying Agent and in which CDs may from time to time be held, or any successor to such entities; and

"Euroclear" means Euroclear Bank S.A./N.V., or any successor thereto.

12. Claims for payment of the Nominal Amount (as specified above) shall become void unless this CD is presented for payment within ten years of the Relevant Date.

- 87-

13. This CD shall not be validly issued unless manually authenticated by The Bank of New York Mellon as Issue Agent.

14. This CD and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

15. (a) English courts: The courts of England and Wales have exclusive jurisdiction to settle any dispute (a "Dispute") arising from or connected with this CD (including a Dispute relating to any non-contractual obligations arising out of or in connection with this CD) and the parties submit to the exclusive jurisdiction of the English courts.

(b) Appropriate forum: The Issuer agrees that the courts of England and Wales are the most appropriate and convenient courts to settle any Dispute arising from or connected with this CD (including a Dispute relating to any non-contractual obligations arising out of or in connection with this CD) and, accordingly, that it will not argue to the contrary.

(c) Rights of the bearer to take proceedings outside England and Wales: Clause 15(a) (English courts) is for the benefit of the bearer only. As a result, nothing in this Clause 15 prevents the bearer from taking proceedings relating to a Dispute ("Proceedings") (including any Proceedings relating to any non-contractual obligations arising out of or in connection with a Dispute) in any other courts with jurisdiction. To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions.

(d) Process agent: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Ltd., Fifth Floor 100 Wood Street, London, EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the bearer addressed to the Issuer and delivered to the Issuer or to the offices of the Principal Paying Agent appoint a further person in England and Wales to accept service of process on its behalf and, failing such appointment within 15 days, the bearer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the offices of the Principal Paying Agent. Nothing in this paragraph shall affect the right of the bearer to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

16. If this CD has been admitted to listing on the Official List of the Irish Stock Exchange Limited and to trading on the Main Securities Market of the Irish Stock Exchange Limited (and/or has been admitted to listing, trading and/or quotation on any other listing authority, stock exchange and/or quotation system), all notices required to be published concerning this CD shall be published in accordance with the requirements of the Irish Stock Exchange Limited (and/or of the relevant listing authority, stock exchange and/or quotation system).

17. No person shall have any right to enforce any provision of this CD under the Contracts (Rights of Third Parties) Act 1999.

SIGNED on behalf of:

BANCO POPULAR ESPAÑOL, S.A.

By: ...... (Authorised Signatory)

- 88-

AUTHENTICATED by THE BANK OF NEW YORK MELLON without recourse, warranty or liability and for authentication purposes only

By: ...... (Authorised Signatory)

FINAL TERMS

[Completed Final Terms to be attached]

- 89-

FORM OF FINAL TERMS FOR THE CDS

Set out below is the form of Final Terms for the CDs which will be completed in respect of each issue of CDs issued under the Programme and will be attached to the relevant Global or Definitive CDs on issue.

BANCO POPULAR ESPAÑOL, S.A.

€5,000,000,000 EURO-COMMERCIAL PAPER AND CERTIFICATE OF DEPOSIT PROGRAMME (the "Programme")

ISSUE OF [AGGREGATE PRINCIPAL AMOUNT OF CDS] [TITLE OF CDS]

PART A - CONTRACTUAL TERMS

This document constitutes the Final Terms (as referred to in the Information Memorandum dated [insert date] (as amended, updated or supplemented from time to time, the "Information Memorandum") in relation to the Programme) in relation to the issue of CDs referred to above (the "CDs"). Terms defined in the Information Memorandum, unless indicated to the contrary, have the same meanings where used in these Final Terms. Reference is made to the Information Memorandum for a description of the Issuer, Programme and certain other matters. These Final Terms are supplemental to and must be read in conjunction with the full terms and conditions of the CDs. These Final Terms are also a summary of the terms and conditions of the CDs for the purposes of listing.

The particulars to be specified in relation to the issue of CDs are as follows:

[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub- paragraphs. Italics denote guidance for completing the Final Terms.]

1. Issuer: BANCO POPULAR ESPAÑOL, S.A.

2. Type of CD: Euro certificate of deposit

3. Series No: [•]

4. Dealer(s): [•]

5. Specified Currency: [•]

6. Nominal Amount: [•]

7. Issue Date: [•]

8. Maturity Date: [•] [May not be less than 1 days nor more than 364 days]

9. Issue Price (for interest bearing CDs) [•] or discount rate (for discount CDs):

10. Denomination: [•]

11. Redemption Amount: [Redemption at par][•] per CD of [•] Denomination] [other]

12. Delivery: [Free of/against] payment

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13. Fixed Rate CD Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

- 90-

(i) Rate[(s)] of Interest: [•] [per cent., per annum]

(ii) Interest Payment Date(s): [•]

(iii) Day Count Convention (if [Not Applicable/other] different from that specified in the terms and conditions of [The above-mentioned Day Count Convention shall have the CDs): the meaning given to it in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced at the Issue Date.]

(iv) Other terms relating to the [Not Applicable/give details] method of calculating interest for Fixed Rate CDs (if different from those specified in the terms and conditions of the CDs):

14. Floating Rate CDs Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Interest Payment Dates: [•]

(ii) Calculation Agent (party [[Name] shall be the Calculation Agent] responsible for calculating the Rate(s) of interest and/or Interest Amount(s) (if not the Issue and Paying Agent)):

(iii) Reference Rate: [•] months [LIBOR/EURIBOR/EONIA]

(iv) Margin(s): [+/-] [•] per cent., per annum

(v) Day Count Convention (if [Not Applicable/other] different from that specified in the terms and conditions of [The above-mentioned Day Count Convention shall have the CDs): the meaning given to it in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced at the Issue Date.]

(vi) Any other terms relating to [•] the method of calculating interest on floating rate CDs (if different from those set out in the terms and conditions of the CDs):

GENERAL PROVISIONAL APPLICABLE TO THE CDS

15. Listing and admission to trading; [Application has been made by the Issuer (or on its behalf) for the CDs to be admitted to trading on the Official List of the Irish Stock Exchange with effect from [insert date]/[other regulated market (specify)] [Application is expected to be made by the Issuer (or on its behalf) for the CDs to be admitted to trading on [specify relevant regulated market] with effect from

- 91-

[insert date] [Not Applicable,]

16. Ratings: The CDs to be issued have been rated:

[Standard & Poor's: [•]]

[Moody's: [•]]

[Fitch: [•]]

[Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.]

(The above disclosure should reflect the rating allocated to CDs of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)

17. Clearing System(s): Euroclear, Clearstream, Luxembourg [and Euroclear, France]

18. Issue and Paying Agent: The Bank of New York Mellon.

19. ISIN: [•]

20. Common code: [•]

21. Any clearing system(s) other than [Not Applicable/give name(s) and number(s)] Euroclear Bank, S.A./N.V., Clearstream Banking, société anonyme and Euroclear France, S.A. and the relevant identification number(s):

22. New Global CD: [Yes][No]

23. Intended to be held in a manner which [Yes.][No.][Not Applicable.][Note that the designation would allow Eurosystem eligibility: "yes" simply means that the CDs are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the CDs will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life, Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met] [include this text if "yes" selected in which case the CDs must be issued in NGN form]

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of CDs described herein pursuant to the €5,000.000,000 Euro-Commercial Paper and Certificates of Deposit Programme of BANCO POPULAR ESPAÑOL, S.A.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the import of such information. [(Relevant third party information) has been extracted from (specify source). The Issuer confirms that such information has been accurately reproduced and

- 92-

that, so far as it is aware, and is able to ascertain from information published by (specify source), no facts have been omitted which would render the reproduced information inaccurate or misleading.]

Signed on behalf of BANCO POPULAR ESPAÑOL, S.A.

By: ...... Duly authorised

Dated: ......

- 93-

PART B – OTHER INFORMATION

1. INTEREST OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]

Need to include a description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement:

["Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the CDs has an interest material to the offer."]

2. ESTIMATED TOTAL EXPENSES RELATED TO THE ADMISSION TO TRADING

Estimated total expenses: [•]

3. [Fixed Rate CDs only – YIELD

indication of yield: [•]]

4. [Floating Rate CDs only – HISTORIC INTEREST RATES

Details of historic [LIBOR/EURIBOR/EONIA/other] rates can be obtained from [Reuters]].

- 94-

TAXATION

The following is a general description of certain tax considerations. The information provided below does not purport to be a complete summary of tax law and practice currently applicable in the Kingdom of Spain and is subject to any changes in law and any changes, which could be made with retroactive effect, in the interpretation and application thereof. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, hold or dispose of the Notes and/or CDs, and does not purport to deal with the tax consequences applicable to all categories of investors, some of whom (such as dealers in securities) may be subject to special rules. Prospective investors who are in any doubt as to their position should consult with their own professional advisers.

EU Savings Tax Directive

Under EU Council Directive 2003/48/EC on the taxation of savings income, each Member State is required, to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other Member State; however, for a transitional period, Austria and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments.

A number of non-EU countries, and certain dependent or associated territories of certain Member States, have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in a Member State. In addition, the Member States have entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident or certain limited types of entity established in one of those territories.

The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements described above. Investors who are in any doubt as to their position should consult their professional advisers.

Taxation in the Kingdom of Spain

Introduction

This information has been prepared in accordance with the following Spanish tax legislation in force at the date of this Information Memorandum:

(a) of general application, Additional Provision Two of Law 13/1985, of 25 May 1985 on investment ratios, own funds and information obligations of financial intermediaries, as amended by Law 19/2003, of 4 July 2003 on legal rules governing foreign financial transactions and capital movements and various money laundering prevention measures, Law 23/2005, of 18 November 2005, on certain measures to promote productivity and Law 4/2008, abolishing the Wealth Tax Levy, generalising the Value Added Tax monthly refund system and introducing other amendments to the tax legal system, as well as Royal Decree 1065/2007 ("Royal Decree 1065/ 2007"), of 27 July 2007 establishing information obligations in relation to preferential holdings and other debt instruments and certain income obtained by individuals resident in the European Union and other tax rules as amended by Royal Decree 1145/2011 of 29 July, and Royal Decree- Law 20/2011, of December 30, on urgent measures on budget, tax and finance matters for the correction of the public deficit;

(b) for individuals with tax residency in Spain who are personal income tax ("Personal Income Tax") tax payers, Law 35/2006, of 28 November 2006 on Personal Income Tax and on the partial amendment of the Corporate Income Tax Law, Non Residents Income Tax Law and Wealth Tax Law (the "Personal Income Tax Law"), and Royal Decree 439/2007, of 30 March 2007 promulgating the Personal Income Tax Regulations, along with Law 19/1991, of 6 June 1991 on

- 95-

Wealth Tax as amended by Law 4/2008 and Law 29/1987, of 18 December 1987 on Inheritance and Gift Tax;

(c) for legal entities resident for tax purposes in Spain which are corporate income tax ("Corporate Income Tax") taxpayers, Royal Legislative Decree 4/2004, of 5 March 2004 promulgating the Consolidated Text of the Corporate Income Tax Law, and Royal Decree 1777/2004, of 30 July 2004 promulgating the Corporate Income Tax Regulations (the "Corporate Income Tax Regulations"); and

(d) for individuals and legal entities who are not resident for tax purposes in Spain and are non- resident income tax ("Non-Resident Income Tax") taxpayers, Royal Legislative Decree 5/2004, of 5 March 2004 promulgating the Consolidated Text of the Non-Resident Income Tax Law, and Royal Decree 1776/2004, of 30 July 2004 promulgating the Non-Resident Income Tax Regulations, along with Law 19/1991, of 6 June 1991 on Wealth Tax as amended by Law 4/2008 and Law 29/1987, of 18 December 1987 on Inheritance and Gift Tax.

Whatever the nature and residence of the holder of a beneficial interest in the Notes and/or CDs (each, a "Beneficial Owner"), the acquisition and transfer of the Notes and/or CDs will be exempt from indirect taxes in Spain, for example exempt from transfer tax and stamp duty, in accordance with the consolidated text of such tax promulgated by Royal Legislative Decree 1/1993, of 24 September 1993, and exempt from value added tax, in accordance with Law 37/1992, of 28 December 1992 regulating such tax.

1. Individuals with Tax Residency in Spain

1.1 Individual Income Tax (Impuesto sobre la Renta de las Personas Físicas)

Payments of income deriving from the transfer, redemption or repayment of the Notes and/or CDs constitute a return on investment obtained from the transfer of own capital to third parties in accordance with the provisions of Section 25.2 of the Personal Income Tax Law, and must be included in each investor's taxable savings and taxed at the tax rate applicable from time to time, currently at the rate of 21 per cent. on the first €6,000, 25 per cent. on the following €18,000 and 27 per cent. for any amount in excess of €24,000, during the tax periods 2012 and 2013.

According to Section 44.5 of Royal Decree 1065/2007, of 27 July as amended by Royal Decree 1145/2011, of 29 July, the Issuer will make interest payments to individual holders who are resident for tax purposes in Spain without withholding provided that the relevant information about the Notes and/or CDs is submitted. In addition, income obtained upon transfer, redemption or exchange of the Notes and/or CDs may also be paid without withholding. However, in the case of Notes and/or CDs held by Spanish resident individuals and deposited with a Spanish resident entity acting as depositary or custodian, payments of interest under the notes may be subject to withholding tax at the applicable rate (currently 21 per cent.) which will be made by the depositary or custodian.

1.2 Wealth Tax (Impuesto sobre el Patrimonio)

Individuals with tax residency in Spain are subject to Wealth Tax on tax years 2012 and 2013 to the extent that their net worth exceeds €700,000 (subject to any exceptions provided under relevant legislation in an autonomous region (Comunidad Autónoma). Therefore, they should take into account the value of the Notes and/or CDs which they hold as at 31 December in year 2012, the applicable rates ranging between 0.2 per cent. and 2.5 per cent.

1.3 Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)

Individuals with tax residency in Spain who acquire ownership or other rights over any Notes and/or CDs by inheritance, gift or legacy will be subject to inheritance and gift tax in accordance with the applicable Spanish regional or federal rules.

- 96-

2. Legal Entities with Tax Residency in Spain

2.1 Corporate Income Tax (Impuesto sobre Sociedades)

Payments of income deriving from the transfer, redemption or repayment of the Notes and/or CDs constitute a return on investments for tax purposes obtained from the transfer to third parties of own capital and must be included in profit and taxable income of legal entities with tax residency in Spain for Corporate Income Tax purposes in accordance with the rules for Corporate Income Tax. In accordance with Section 44.5 of Royal Decree 1065/2007, of 27 July as amended by Royal Decree 1145/2011 of 29 July, there is no obligation to withhold on income payable to Spanish CIT taxpayers (which for the sake of clarity, include Spanish tax resident investment funds and Spanish tax resident pension funds). Consequently, the Issuer will not withhold on interest payments to Spanish CIT taxpayers provided that the relevant information about the Notes and/or CDs is submitted. However, in the case of Notes and/or CDs held by Spanish resident entity and deposited with a Spanish resident entity acting as depositary or custodian, payments of interest under the securities may be subject to withholding tax at the applicable rate (currently 21 per cent.) which will be made by the depositary or custodian, if the Notes and/or CDs do not comply with exemption requirements specified in the Reply to the Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated 27 July 2004 and require a withholding to be made.

2.2 Wealth Tax (Impuesto sobre el Patrimonio)

Spanish resident legal entities are not subject to Wealth Tax.

2.3 Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)

Legal entities with tax residency in Spain which acquire ownership or other rights over the Notes and/or CDs by inheritance, gift or legacy are not subject to inheritance and gift tax and must include the market value of the Notes and/or CDs in their taxable income for Spanish Corporate Income Tax purposes.

3. Individuals and Legal Entities with no Tax Residency in Spain

3.1 Non-Resident Income Tax (Impuesto sobre la Renta de No Residentes)

(a) Non-Spanish resident investors acting through a permanent establishment in Spain

Ownership of the Notes and/or CDs by investors who are not resident for tax purposes in Spain will not in itself create the existence of a permanent establishment in Spain.

If the Notes and/or CDs form part of the assets of a permanent establishment in Spain of a person or legal entity who is not resident in Spain for tax purposes, the tax rules applicable to income deriving from such Notes and CDs are the same as those for Spanish Corporate Income Tax taxpayers.

(b) Non-Spanish resident investors not acting through a permanent establishment in Spain

Payments of income deriving from the transfer, redemption or repayment of the Notes and/or CDs, obtained by individuals or entities who have no tax residency in Spain, and which are Non- Resident Income Tax taxpayers with no permanent establishment in Spain, are exempt from such Non-Resident Income Tax on the same terms laid down for income from public debt.

3.2 Wealth Tax (Impuesto sobre el Patrimonio)

Individuals resident in a country with which Spain has entered into a double tax treaty in relation to the Wealth Tax would generally not be subject to such tax. Otherwise, non-Spanish resident individuals whose properties and rights located in Spain, or that can be exercised within the Spanish territory exceed EUR700,000 would be subject to Wealth Tax, the applicable rates ranging between 0.2 per cent. and 2.5 per cent.

- 97-

Non-Spanish resident legal entities are not subject to Wealth Tax.

3.3 Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)

Individuals who do not have tax residency in Spain who acquire ownership or other rights over the Notes and/or CDs by inheritance, gift or legacy, and who reside in a country with which Spain has entered into a double tax treaty in relation to inheritance and gift tax will be subject to the relevant double tax treaty.

If the provisions of the foregoing paragraph do not apply, such individuals will be subject to inheritance and gift tax in accordance with the Spanish legislation applicable in the relevant autonomous region (Comunidad Autónoma).

Non-Spanish resident legal entities which acquire ownership or other rights over the Notes and/or CDs by inheritance, gift or legacy are not subject to inheritance and gift tax. They will be subject to Non-Resident Income Tax. If the legal entity is resident in a country with which Spain has entered into a double tax treaty, the provisions of such treaty will apply. In general, double-tax treaties provide for the taxation of this type of income in the country of residence of the beneficiary.

4. Information about the Notes and CDs in Connection with Payments

The Issuer is currently required by Spanish law to file an annual return with the Spanish tax authorities in which it reports on certain information relating to the Notes and CDs. In accordance with Section 44 of Royal Decree 1065/2007, for the purpose of preparing the annual return referred to above, certain information with respect to the Notes and CDs must be submitted to the Issuer at the time of each payment.

Such information would be the following:

(a) Identification of the Notes and/or CDs (as applicable) in respect of which the relevant payment is made;

(b) Date on which relevant redemption is made;

(c) the total amount of the relevant redemption; and

(d) the amount of the relevant payment and to each entity that manages a clearing and settlement system for securities situated outside Spain.

In particular, the Principal Paying Agent must certify the information above about the Notes and/or CDs by means of a certificate the form of which is attached as Annex I of this Information Memorandum. In light of the above, the Issuer and the Principal Paying Agent have arranged certain procedures to facilitate the collection of information concerning the Notes and CDs.

In light of the above, the Issuer and the Paying Agent have arranged certain procedures to facilitate the collection of information concerning the Notes and CDs. If, despite these procedures, the relevant information is not received by the Issuer, the Issuer may be required to withhold at the applicable rate (currently 21 per cent.) from any payment in respect of the relevant Notes and/or CDs as to which the required information has not been provided. In that event the Issuer will pay such additional amounts as will result in receipt by the holders Notes and/or CDs (as applicable) of such amount as would have been received by them had no such withholding been required.

The procedures for providing documentation referred to in this section are set out in detail in the Issuing and Paying agency agreement dated 21 November 2012 (the "Issuing and Paying Agency Agreement") which may be inspected during normal business hours at the specified office of the Principal Paying Agent. In particular, if the Principal Paying Agent does not act as common depositary, the procedures described in this section will be modified in the manner described in the Agency Agreement.

- 98-

Set out below is Annex I. Sections in English have been translated from the original Spanish and such translations constitute direct and accurate translations of the Spanish language text. In the event of any discrepancy between the Spanish language version of the certificate contained in Annex I and the corresponding English translation, the Spanish tax authorities will give effect to the Spanish language version of the relevant certificate only.

- 99-

Annex I

Anexo al Reglamento General de las actuaciones y los procedimientos de gestión e inspección tributaria y de desarrollo de las normas comunes de los procedimientos de aplicación de los tributos, aprobado por Real Decreto 1065/2007

Modelo de declaración a que se refieren los apartados 3, 4 y 5 del artículo 44 del Reglamento General de las actuaciones y los procedimientos de gestión e inspección tributaria y de desarrollo de las normas comunes de los procedimientos de aplicación de los tributos

Annex to approving the General Regulations of the tax inspection and management procedures and developing the common rules of the procedures to apply taxes, as passed by Royal Decree 1065/2007, of 27 July.

Declaration form referred to in paragraphs 3, 4 and 5 of Article 44 of the General Regulations of the tax inspection and management procedures and developing the common rules of the procedures to apply taxes

Don (nombre), con número de identificación fiscal ( ______)(1), (name), with tax identification number ( ______)(1), en nombre y representación de (entidad declarante), con número de identificación fiscal ( ______)(1) in the name and on behalf of (entity), with tax identification number ( ______)(1) y domicilio en ( ______) en calidad de (marcar la letra que proceda): and address in ( ______) as (function – mark as applicable):

(a) Entidad Gestora del Mercado de Deuda Pública en Anotaciones.

______

(a) Management Entity of the Public Debt Market in book entry form.

______

(b) Entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero. ______

(b) Entity that manages the clearing and settlement system of securities resident in a foreign country. ______

(c) Otras entidades que mantienen valores por cuenta de terceros en entidades de compensación y liquidación de valores domiciliadas en territorio español. ______

(c) Other entities that hold securities on behalf of third parties within clearing and settlement systems domiciled in the Spanish territory.______

(d) Agente de pagos designado por el emisor. ______

(d) Paying Agent appointed by the issuer. ______

Formula la siguiente declaración, de acuerdo con lo que consta en sus propios registros: ______

Makes the following statement, according to its own records: ______

- 100-

1. En relación con los apartados 3 y 4 del artículo 44:

1. In relation to paragraphs 3 and 4 of Article 44:

1.1 Identificación de los valores ______

1.1 Identification of the securities ______

1.2 Fecha de pago de los rendimientos (o de reembolso si son valores emitidos al descuento o segregados) ______

1.2 Income payment date (or refund if the securities are issued at discount or are segregated) ______

1.3 Importe total de los rendimientos (o importe total a reembolsar, en todo caso, si son valores emitidos al descuento o segregados) ______

1.3 Total amount of income (or total amount to be refunded, in any case, if the securities are issued at discount or are segregated) ______

1.4 Importe de los rendimientos correspondiente a contribuyentes del Impuesto sobre la Renta de las Personas Físicas, excepto cupones segregados y principales segregados en cuyo reembolso intervenga una Entidad Gestora ______

1.4 Amount of income corresponding to Personal Income Tax taxpayers, except segregated coupons and segregated principals for which reimbursement an intermediary entity is involved ______

1.5 Importe de los rendimientos que conforme al apartado 2 del artículo 44 debe abonarse por su importe íntegro (o importe total a reembolsar si son valores emitidos al descuento o segregados).______

1.5 Amount of income which according to paragraph 2 of Article 44 must be paid gross (or total amount to be refunded if the securities are issued at discount or are segregated).______

2. En relación con el apartado 5 del artículo 44. ______

2. In relation to paragraph 5 of Article 44. ______

2.1 Identificación de los valores ______

2.1 Identification of the securities ______

2.2 Fecha de pago de los rendimientos (o de reembolso si son valores emitidos al descuento o segregados) ______

2.2 Income payment date (or refund if the securities are issued at discount or are segregated) ______

2.3 Importe total de los rendimientos (o importe total a reembolsar si son valores emitidos al descuento o segregados ______

2.3 Total amount of income (or total amount to be refunded if the securities are issued at discount or are segregated) ______

2.4 Importe correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero A. ______

2.4 Amount corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country A. ______

- 101-

2.5 Importe correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero B. ______

2.5 Amount corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country B. ______

2.6 Importe correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero C. ______

2.6 Amount corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country C. ______

Lo que certifico en ______a ____de ______de

I declare the above in ______on the ______of ______of

______(1) En caso de personas, físicas o jurídicas, no residentes sin establecimiento permanente se hará constar el número o código de identificación que corresponda de conformidad con su país de residencia (1) In case of non-residents (individuals or corporations) without permanent establishment in Spain it shall be included the number or identification code which corresponds according to their country of residence.

- 102-

SUBSCRIPTION AND SALE

General

Notes and CDs may be sold from time to time by the Issuer to any one or more Dealers. Notes and CDs may also be sold by the Issuer direct to institutions who are not Dealers. The arrangements by which Notes or CDs may from time to time be agreed to be sold by the Issuer to, and purchased by, Dealers are set out in an amended and restated dealer agreement dated 21 November 2012 (the "Dealer Agreement", as amended, supplemented or restated from time to time) and made between the Issuer and the Dealers.

All applicable laws and regulations must be observed in any jurisdiction in which Notes or CDs may be offered, sold or delivered. No person may directly or indirectly offer, sell, resell, reoffer or deliver Notes or CDs or distribute any document, circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result, to the best of its knowledge and belief, in compliance with all applicable laws and regulations.

Other than with respect to the admission to listing, trading and/or quotation by such one or more listing authorities, stock exchanges and/or quotation systems as may be specified in the relevant Final Terms, no action has been or will be taken in any country or jurisdiction by the Issuer or the Dealers that would permit a public offering of Notes or CDs, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands the Information Memorandum or any Final Terms comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Notes or CDs or have in their possession or distribute such offering material, in all cases at their own expense.

The United States of America

The Notes and CDs have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and the Notes and CDs may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree that it has offered and sold, and will offer and sell, Notes and CDs only outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S ("Regulation S") of the Securities Act. Accordingly, each Dealer has represented and agreed that neither it, nor its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Notes or CDs, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer has also agreed that, at or prior to confirmation of sale of Notes or CDs, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes or CDs from it a confirmation or notice to substantially the following effect:

"The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings given to them by Regulation S under the Securities Act."

Terms used in this paragraph have the meanings given to them by Regulation S.

The United Kingdom

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, to the Issuer that:

(a) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or sale of any Notes or CDs in circumstances in which section 21(1) of the FSMA would not (if the Issuer was not an authorised person) apply to the Issuer; and

- 103-

(b) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes or CDs in, from or otherwise involving the United Kingdom.

Japan

Each Dealer has acknowledged and each further Dealer appointed under the Programme will be required to acknowledge that the Notes and CDs have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "FIEA") and, accordingly, each Dealer has undertaken that it will not offer or sell any Notes or CDs, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws of Japan.

Kingdom of Spain

Each Dealer has acknowledged and each further Dealer appointed under the Programme will be required to acknowledge that the Notes and CDs must not be offered, distributed or sold in Spain in the primary market. No publicity of any kind shall be made to clients resident in Spain.

France

Each of the Dealers and the Issuer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that it has not offered or sold, and will not offer or sell directly or indirectly any Notes or CDs to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France the Information Memorandum or any other offering material relating to the Notes or CDs, except to (i) providers of investment services relating to portfolio management for the account of third parties, and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1 of the French Code monétaire et financier. The Information Memorandum has not been submitted for clearance to the Autorité des marchés financiers.

- 104-

GENERAL INFORMATION

1. The Notes and CDs have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate common code and International Securities Identification Number in relation to the Notes and CDs of each Series and any other clearing system as shall have accepted the relevant Notes and CDs for clearance will be specified in the Final Terms relating thereto.

2. The admission of the Programme to listing on the Official List of the Irish Stock Exchange Limited and to trading on the Main Securities Market of the Irish Stock Exchange Limited is expected to take effect on or around 21 November 2012. The admission of the Notes and CDs to trading on the Main Securities Market of the Irish Stock Exchange Limited will be expressed as a percentage of their principal amount. Any Notes or CDs intended to be admitted to listing on the Official List of the Irish Stock Exchange Limited and admitted to trading on the Main Securities Market of the Irish Stock Exchange Limited will be so admitted to listing and trading upon submission to the Irish Stock Exchange Limited of the relevant Final Terms and any other information required by the Irish Stock Exchange Limited, subject in each case to the issue of the relevant Notes or CDs. Prior to official listing, dealings will be permitted by the Irish Stock Exchange Limited in accordance with its rules. Transactions will normally be effected for delivery on the second working day in Dublin after the day of the transaction.

However, Notes and CDs may be issued pursuant to the Programme which will be admitted to listing, trading and or quotation by such other listing authority, stock exchange and/or quotation system as the Issuer and the relevant Dealer(s) may agree. No Notes or CDs may be issued pursuant to the Programme on an unlisted basis.

3. There has been no significant change in the financial position of the Group since 30 September 2012, the date of the most recent published financial information of the Issuer, and no material adverse change in the prospectus or financial or trading position of the Group since 30 June 2012, the date of the most recent published audited consolidated financial statements of the Issuer.

4. The Issuer has not been involved in any governmental, legal or arbitration proceedings (nor is the Issuer aware of any such proceedings which are pending or threatened) during the 12 months prior to the date of this Information Memorandum which may have, or have had in the recent past, a significant effect on the Issuer and/or the Group's financial position or profitability.

5. At the date of this Information Memorandum, no contracts had been entered into that were not in the ordinary course of business of the Issuer and which could result in any Group member being under an obligation or entitlement that is material to the Issuer's ability to meet its obligations to holders of the Notes or CDs.

6. For so long as any Notes or CDs shall be outstanding and throughout the life of the Programme, physical or electronic copies and, where appropriate, English translations of the following documents may be inspected (in the case of (d), (e) and (g) below obtainable from the Paying Agent) during normal business hours at the specified offices of the Paying Agent and at the registered office of the Issuer, namely:

(a) the constitutional documents of the Issuer;

(b) the current listing particulars in relation to the Programme (including this Information Memorandum), together with any amendments or supplements thereto, including any supplementary listing particulars and any document incorporated therein by reference;

(c) the Issuing and Paying Agency Agreement and all amendments thereto and restatements thereof;

(d) the Deed of Covenant;

(e) the Dealer Agreement and all amendments thereto and restatements thereof;

(f) the most recent publicly available audited consolidated annual accounts of the Issuer (which, at the date of this Information Memorandum are those for the financial year

- 105-

ended 31 December 2011 (which includes 31 December 2010 financial information for comparative purposes) and for the financial year ended 31 December 2010 (which includes 31 December 2009 financial information for comparative purposes)), the most recently publicly available audited consolidated interim financial statements of the Issuer which, at the date of this Information Memorandum are those for the six months ended 30 June 2012 (which includes 30 June 2011 financial information for comparative purposes)) and the most recent publicly available unaudited consolidated interim financial statements of the Issuer (which at the date of this Information Memorandum, are those for the nine months ended 30 September 2012 (which includes 30 September 2011 financial information for comparative purposes)); and

(g) any Final Terms.

- 106-

THE ISSUER

Banco Popular Español, S.A. Velázquez 34, 28001 Madrid Spain

THE ARRANGER

Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom

THE DEALERS

Banc of America Securities Limited Banco Popular Español, S.A. 2 King Edward Street calle Velázquez no 34, esquina a calle Goya no 35, London EC1A 1HQ 28001 Madrid United Kingdom Spain

Barclays Bank PLC Citibank International plc 5 The North Colonnade Citigroup Centre Canary Wharf Canada Square London E14 4BB Canary Wharf United Kingdom London E14 5LB United Kingdom

Coöperatieve Centrale Credit Suisse Securities (Europe) Limited Raiffeisen-Boerenleenbank B.A. (Rabobank One Cabot Square International) Croeselaan London E14 4QJ 18,3521 CB Utrecht United Kingdom The Netherlands

Deutsche Bank AG, London Branch Goldman Sachs International Winchester House Peterborough Court 1 Great Winchester Street 133 Fleet Street London EC2N 2DB London EC4A 2BB United Kingdom United Kingdom

ING Bank N.V. Morgan Stanley & Co. International plc Foppingadreef 7 25 Cabot Square 1102 BD Amsterdam Canary Wharf The Netherlands London E14 4QA United Kingdom

Nomura International plc Société Générale 1 Angel Lane 29, boulevard Haussmann London EC4R 3AB 75009 United Kingdom Paris France

The Royal Bank of Scotland plc UBS Limited 135 Bishopsgate 1 Finsbury Avenue London EC2M 3UR London EC2M 2PP United Kingdom United Kingdom

THE ISSUE AGENT AND PRINCIPAL PAYING AGENT

The Bank of New York Mellon One Canada Square Canary Wharf London E14 5AL United Kingdom

IRISH LISTING AGENT

The Bank of New York Mellon (Ireland) Limited Hanover Building Windmill Lane Dublin 2 Ireland

AUDITORS OF THE ISSUER

PricewaterhouseCoopers Auditores, S.L. Paseo de la Castellana, 259-B 28046 Madrid Spain

LEGAL ADVISERS

to the Issuer to the Dealers as to Spanish law as to English and Spanish law Corporate Counsel Clifford Chance S.L. Banco Popular Español, S.A. Paseo de la Castellana 110 calle José Ortega y Gasset, no 29 28046 Madrid 28006 Madrid Spain Spain