Madrid, 24 January 2013

COMISIÓN NACIONAL DEL MERCADO DE VALORE S SIGNIFICANT EVENT

Banco Popular
announces advance notice of the Assembly of
Bondholders for
Mandatorily Convertible Subordinated Bonds Issue I/2012 and Mandatorily Convertible Subordinated Bonds Issue III/2012, to be held in Madrid on 26 February 2013, at 10:00 a.m. and 11:00 a.m., respectively, on first call, and on 26 March 2013, at the same
time, on second call, if the meeting appropriate effects, is the call notice.
cannot be held at first call. Attached, and to all
Yours faithfully,
Francisco Aparicio Valls
Secretary to the Board of Directors

BANCO POPULAR ESPAÑOL, S.A. CALL NOTICE OF THE GENERAL ASSEMBLY OF HOLDERS OF (i) SUBORDINATED BONDS MANDATORILY CONVERTIBLE INTO SHARES I/2012; and (ii) SUBORDINATED BONDS MANDATORILY CONVERTIBLE INTO SHARES III/2012

Pursuant to articles 422 et seq. of the restated Corporate Enterprises Act, approved by Royal Decree Law 1/2010, of 2 July (the "CEA"), and the corresponding deeds for issue and share securities notes, the Commissioner of the Syndicate of Holders of the "Subordinated Bonds Mandatorily Convertible into Ordinary, Newly Issued Shares Issue I/2012" ("Issue I/2102") and of the "Subordinated Bonds Mandatorily Convertible into Ordinary, Newly Issued Shares Issue III/2012" ("Issue III/2012") of BANCO POPULAR ESPAÑOL, S.A. (the "Company" or the "Issuer") hereby calls a General Assembly of the Holders of Bonds from Issue I/2012 and a General Assembly of the Holders of Bonds from Issue III/2012 (the "Assemblies"), to be held at first call on 26 February 2013, at 10:00 hours and 11:00 hours, respectively, at c/ José Ortega y Gasset
29, Madrid. Should a quorum of two thirds of the holders of bonds currently in circulation not be achieved at first call, the affected Assembly or Assemblies will take place at second call at the same location and times, one month later, i.e. 26 March 2013. Please note that given the legally