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Madrid, 29 April 2015

NATIONAL STOCK MARKET COMMISSION

In compliance with the provisions of article 47 of Royal Decree 1362/2007, of 19 October, and article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores), BANCO POPULAR ESPAÑOL, S.A. hereby issues the following notice

RELEVANT FACT CONCERNING REMUNERATION SYSTEMS

As regards the Long-term Variable Remuneration Plan for members of the Management Team (including executive directors and members of senior management), passed by the Shareholders' Ordinary General Meeting held on 10 June 2013, the Meeting's approval of which was reported in the corresponding relevant fact on 10 June 2013, it is hereby notified that after receipt of the report from the Board of Directors' Remuneration Committee, a total of 2,060,467 "units" have been allocated to the third phase of the aforementioned Plan (2015-2018).
The "units" cited will act as the basis for deciding the number of Banco Popular shares to be awarded, if applicable, to each beneficiary in 2019, depending on the degree to which certain targets have been met.
Yours faithfully,
Francisco Aparicio Valls
Secretary of the Board of Directors

Banco Popular Español, S.A. Registered Office: Velázquez 34, esq. Goya 35, Madrid. Madrid Companies Registry: Vol. 174, Fol. 44, Sheet 5458, 1st Entry Tax

ID No : A

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