Listing Particulars
BANCO POPULAR ESPAOL, S.A.
(incorporated with limited liability under
the laws of Spain)
EUR 256,900,000 4.50 per cent.
Subordinated Mandatorily Convertible Notes due 29 March 2014
The EUR 256,900,000 4.50 per cent. Subordinated Mandatorily Convertible Notes due 29 March 2014 (the "Notes")
of Banco Popular Espaol, S.A. ("Banco Popular" or the "Issuer") will be issued on 29 June 2012 (the "Issue
Date"). The Notes are mandatorily convertible into fully paid ordinary shares in the Issuer (the "Shares"). See
"Terms and Conditions of the Notes Scheduled Mandatory Conversion, Redemption and Purchase".
Provided that certain conditions are met for interest to be paid (see "Terms and Conditions of the Notes Interest
Limitations on interest payments"), the Notes will bear interest from (and including) the Issue Date at the rate of 4.50
per cent. per annum payable quarterly in arrear on 29 March, 29 June, 29 September and 29 December in each year,
commencing on 29 September 2012 (each, an "Interest Payment Date"). See "Terms and Conditions of the Notes
Interest". Payments in respect of Notes will be made subject to any withholding or deduction for or on account of
taxes as is required by law. The Issuer will not be required to pay any additional or further amounts to Noteholders in
respect of any such withholding or deduction, save as specified in the Terms and Conditions of the Notes. See
"Terms and Conditions of the Notes Taxation".
Unless previously redeemed, converted or purchased and cancelled, a third of the Notes will mandatorily and
automatically be converted on each of 29 March 2013, 29 September 2013 and 29 March 2014 (each a "Scheduled
Conversion Date") into such number of Shares as results from dividing the outstanding principal amount of each
Note by the Conversion Price (as defined in "Terms and Conditions of the Notes" below) in effect on the Scheduled
Conversion Date (rounded down to the nearest whole number of Shares). The Notes will also be mandatorily
converted into Shares upon the occurrence of an Insolvency Event, Contingency Event, Viability Event or a Capital
Treatment Event as more fully described in Terms and Conditions of the Notes Mandatory Conversion Upon
Insolvency Event, Contingency Event, Viability Event or Capital Treatment Event. Noteholders shall not be entitled
to receive fractions of a Share but shall be entitled to receive a cash payment in lieu thereof. In addition to the issue
of the Shares, the holder of each Note subject to mandatory conversion shall be entitled to receive any accrued but
unpaid interest due on the Scheduled Conversion Date but shall not be entitled to receive any accrued interest where
conversion occurs by reason of an Insolvency Event, Contingency Event, Viability Event or Capital Treatment Event.
See "Risk Factors" for a discussion of certain factors that should be considered in connection with an investment in
the Notes.
These Listing Particulars comprise listing particulars in compliance with the listing rules (the "Listing Rules") of the
UK Listing Authority (the "UKLA") made under Section 73A of the Financial Services and Markets Act 2000.
Applications have been made for the Notes to be admitted to the official list of the UKLA (the "Official List") and to
be admitted to trading on the Professional Securities Market (the "Market") of the London Stock Exchange plc (the
"London Stock Exchange" or "LSE"). The Market is not a regulated market for the purposes of Directive
2004/39/EC of the European Parliament and the Council on markets in financial instruments ("MiFID"). The Issuer
intends to apply for the Ordinary Shares issued on conversion of the Notes to be admitted to the Bilbao, Barcelona,
Madrid, Lisbon and Valencia stock exchanges as further described under "General Information Listing of the
Shares".
The Notes and the Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the
"Securities Act"). The Notes have been offered outside the United States in accordance with Regulation S under the
Securities Act ("Regulation S"), and the Notes and the Shares may not be offered, sold or delivered within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act
The Notes will be issued in bearer form in the denomination of EUR 100,000. The Notes will be initially represented
by a temporary global note (the "Temporary Global Note"), without interest coupons, which will be deposited with
a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, socit
anonyme, Luxembourg ("Clearstream, Luxembourg") on or about the Issue Date. The Temporary Global Note will
be exchangeable for interests in a permanent global note (the "Permanent Global Note"), without interest coupons,
on or after the date which is 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The
Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in
definitive form in the denomination of EUR 100,000, each and with interest coupons attached. See "Summary of
Provisions Relating to the Notes in Global Form".
MANAGERS
BANCO POPULAR SOCIETE GENERALE CORPORATE &
INVESTMENT BANKING 28 June 2012
CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................................ 1
INFORMATION INCORPORATED BY REFERENCE ............................................................................... 3
OVERVIEW .................................................................................................................................................... 5
RISK FACTORS ........................................................................................................................................... 10
TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 34
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ............................... 73
REASONS FOR THE OFFER ...................................................................................................................... 75
DESCRIPTION OF THE ISSUER ................................................................................................................ 76
DESCRIPTION OF THE SHARES .............................................................................................................. 93
DESCRIPTION OF THE SPANISH BANKING SECTOR ....................................................................... 101
TAXATION ................................................................................................................................................ 108
SUBSCRIPTION AND SALE .................................................................................................................... 122
GENERAL INFORMATION ..................................................................................................................... 123
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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in these Listing Particulars and declares
that, having taken all reasonable care to ensure that such is the case, the information contained in these
Listing Particulars to the best of its knowledge is in accordance with the facts and contains no omission
likely to affect its import.
The Issuer has confirmed to Banco Popular Espaol, S.A. in its capacity as a Manager and Socit
Gnrale (together, the "Managers") that these Listing Particulars contain all information regarding the
Issuer and the Notes which is (in the context of the issue of the Notes) material; such information is true
and accurate in all material respects and is not misleading in any material respect; any opinions,
predictions or intentions expressed in these Listing Particulars on the part of the Issuer are honestly held
or made and are not misleading in any material respect; these Listing Particulars do not omit to state any
material fact necessary to make such information, opinions, predictions or intentions (in such context) not
misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the
foregoing.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer or the Notes other than as contained in these Listing Particulars 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 or the Managers.
Neither the Managers nor any of their respective affiliates have authorised the whole or any part of these
Listing Particulars and none of them makes any representation or warranty or accepts any responsibility
as to the accuracy or completeness of the information contained in these Listing Particulars. Neither the
delivery of these Listing Particulars nor the offering, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably
likely to i
