Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 1 of 53 UNITED STATES DISTRICT COURT DISTRICT OF PUERTO RICO

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1 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 1 of 53 UNITED STATES DISTRICT COURT DISTRICT OF PUERTO RICO x RUSSELL HOFF, Individually and on Behalf : Civil Action No. 3:09-cv GAG of All Others Similarly Situated, : (Consolidated) Plaintiff, : CLASS ACTION vs. POPULAR INC., et al., [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE Defendants. x

2 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 2 of 53 WHEREAS, a consolidated action is pending before this Court styled Hoff v. Popular Inc, et al., Civil Action No. 3 :09-cv GAG (the "Action"); WHEREAS, Lead Plaintiffs having made, and the Settling Defendants having not opposed, an application, pursuant to Federal Rule of Civil Procedure 23(e), for an order approving the settlement of this Action, in accordance with a Settlement Agreement dated June 10, 2011, which, together with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the Action and for dismissal of the Action with prejudice upon the terms and conditions set forth therein; and the Court having read and considered the Settlement Agreement and the Exhibits annexed thereto; and WHEREAS, unless otherwise defined, all defined terms herein have the same meanings as set forth in the Settlement Agreement. NOW, THEREFORE, IT IS HEREBY ORDERED: 1. The Court does hereby preliminarily approve the Settlement Agreement and the Settlement set forth therein, subject to further consideration at the Settlement Hearing described below. 2. A hearing (the "Settlement Hearing") shall be held before this Court on 2011, at _.m., at the United States District Court for the District of Puerto Rico, Clemente Ruiz-Nazario U.S. Courthouse & Federico Degetau Federal Building, 150 Carlos Chard n Street, San Juan, Puerto Rico, to determine whether to finally certify this action as a class action pursuant to Rules 23(a) and (b) of the Federal Rules of Civil Procedure solely for the purpose of settlement; to determine whether the proposed Settlement of the Action on the terms and conditions provided for in the Settlement Agreement is fair, reasonable, and adequate to the Settlement Class and should be approved by the Court; to determine whether a Judgment -1-

3 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 3 of 53 as provided in 1.14 of the Settlement Agreement should be entered; to determine whether the proposed Plan of Allocation should be approved as fair and reasonable; and to determine the amount of fees and expenses that should be awarded to Plaintiffs Counsel. The Court may adjourn the Settlement Hearing without further notice to Class Members. 3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court preliminarily certifies, solely for purposes of the Settlement, the Action as a class action on behalf of all persons and entities who purchased or acquired Popular common stock and/or Series B preferred stock during the period between January 24, 2008 and February 19, 2009, inclusive (the "Class Period"), and were injured thereby (the "Settlement Class"). Excluded from the Settlement Class are Defendants; members of the immediate families of the Defendants; the subsidiaries and affiliates of Defendants (provided, however, that the Popular, Inc. U.S.A. 401 (k) Savings & Investment Plan and the Popular, Inc. Puerto Rico Savings and Investment Plan shall not be deemed affiliates of the Defendants for purposes of this Settlement Class definition); any person or entity who is a partner, executive officer, director or controlling person of Popular or any other Defendant; any entity in which any Defendant has a controlling interest; Defendants liability insurance carriers, and any affiliates or subsidiaries thereof, and the legal representatives, heirs, successors and assigns of any such excluded party. Also excluded from the Settlement Class are those persons and entities who submit valid and timely requests for exclusion from the Settlement Class. 4. Solely for purposes of the Settlement, the Court preliminarily finds that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been satisfied in that: (a) the members of the Settlement Class are so numerous that joinder of all Class Members in the Action is impracticable; (b) there are questions of law -2-

4 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 4 of 53 and fact common to the Settlement Class which predominate over any individual questions; (c) the claims of the Lead Plaintiffs are typical of the claims of the Settlement Class; (d) Lead Plaintiffs and their counsel have fairly and adequately represented and protected the interests of all of the Class Members; and (e) a class action for purposes of settlement is superior to other available methods for the fair and efficient adjudication of the controversy, considering (i) the interests of the members of the Settlement Class in individually controlling the prosecution of the separate actions; (ii) the extent and nature of any litigation concerning the controversy already commenced by members of the Settlement Class; and (iii) the desirability or undesirability of continuing the litigation of these claims in this particular forum. 5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and solely for purposes of Settlement, the Court preliminarily certifies Lead Plaintiffs as Class Representatives for the Settlement Class and appoints Co-Lead Counsel as Class Counsel. 6. The Court appoints the firm Epiq Systems, Inc. ("Claims Administrator") to supervise and administer the notice procedure as well as the processing of claims as more fully set forth below. 7. The Court approves the form, substance and requirements of the Notice of (I) Pendency and Proposed Settlement of Class Action; (II) Settlement Hearing; and (III) Motion for Attorneys Fees and Expenses (the "Notice"); the Proof of Claim and Release form ("Proof of Claim"); and the Summary Notice of (I) Pendency and Proposed Settlement of Class Action; (II) Settlement Hearing; and (III) Motion for Attorneys Fees and Expenses (the "Summary Notice"), annexed hereto as Exhibits A-i, A-2 and A-3, respectively. 8. Not later than five (5) business days after the entry of this Order, Popular shall, at its own expense, provide to Co-Lead Counsel or the Claims Administrator, in an electronic, -3-

5 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 5 of 53 computer-readable format acceptable to the Claims Administrator, the names and addresses of potential Class Members as shown in Popular s transfer records and shareholder information and as can be provided with a reasonable effort. 9. Not later than fifteen (15) business days after entry of this Order (the "Notice Date"), the Claims Administrator shall cause a copy of the Notice and the Proof of Claim and Release form ("Proof of Claim"), substantially in the forms annexed hereto as Exhibits A-i and A-2, respectively, to be mailed by First-Class Mail to all Class Members who can be identified with reasonable effort including those persons or entities appearing in the information provided by Popular pursuant to paragraph 8 above. On or before the Notice Date, the Claims Administrator shall also cause the Notice, Proof of Claim and Settlement Agreement to be posted on the Settlement website, The Claims Administrator shall use reasonable efforts to give notice to brokers and other nominees who purchased Popular common stock and/or Series B preferred stock for the benefit of another person or entity during the period between January 24, 2008 through February 19, 2009, inclusive. Such brokers and other nominees are directed to either send the Notice and Proof of Claim to all such beneficial owners of Popular common stock and/or Series B preferred stock within fourteen (14) calendar days after receipt thereof, or send a list of the names and addresses of such beneficial owners to the Claims Administrator within fourteen (14) calendar days of receipt thereof, in which event the Claims Administrator shall promptly mail the Notice and Proof of Claim to such beneficial owners. ii. Nominee purchasers who elect to send the Notice and Proof of Claim to their beneficial owners shall also send a statement to the Claims Administrator confirming that the mailing was made as directed. Upon full compliance with this Order, such nominees may seek

6 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 6 of 53 reimbursement of their reasonable expenses actually incurred in complying with this Order by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Such properly documented expenses incurred by nominees in compliance with the terms of this Order shall be paid from the Settlement Fund in accordance with the provisions of the Settlement Agreement. 12. Not later than ten (10) calendar days after the Notice Date, the Claims Administrator shall cause the Summary Notice to be published once in the national edition of Investor s Business Daily and once over the PR Newswire. 13. Not later than seven (7) calendar days prior to the Settlement Hearing, Co-Lead Counsel shall serve on Defendants counsel and file with the Court proof, by affidavit or declaration, of such mailing of the Notice and Proof of Claim and publishing of the Summary Notice. 14. The form and content of the notice program described herein, and the methods set forth herein of notifying the Settlement Class of the Settlement and its terms and conditions, meet the requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 27(a)(7) of the Securities Act of 1933, 15 U.S.C. 77z-1(a)(7), as amended by the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), Section 211)(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. 78u-4(a)(7), as amended by the PSLRA, and due process, constitute the best notice practicable under the circumstances, and shall constitute due and sufficient notice to all persons and entities entitled thereto. 15. All Class Members shall be bound by all determinations and judgments in the Action concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Settlement Class, regardless of whether such persons or -5-

7 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 7 of 53 entities seek or obtain by any means, including, without limitation, by submitting a Proof of Claim or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 16. Class Members who wish to participate in the Settlement shall complete and submit the Proof of Claim in accordance with the instructions contained therein. Unless the Court orders otherwise, all Proofs of Claim must be submitted no later than ninety (90) calendar days from the Notice Date. Any Class Member who does not submit a Proof of Claim within the time provided shall be barred from sharing in the distribution of the proceeds of the Net Settlement Fund, unless otherwise ordered by the Court, but shall nevertheless be bound by any final judgment entered by the Court. Notwithstanding the foregoing, Co-Lead Counsel shall have the discretion to direct the Claims Administrator to process late-submitted claims so long as distribution of the Net Settlement Fund is not materially delayed thereby. 17. Each Proof of Claim shall be deemed to have been submitted when postmarked (if properly addressed and mailed by First-Class Mail, postage prepaid) provided such Proof of Claim is actually received prior to the motion for an order of the Court approving distribution of the Net Settlement Fund. Any Proof of Claim submitted in any other manner shall be deemed to have been submitted when it was actually received at the address designated in the Notice. The Proof of Claim submitted by each Class Member must satisfy the following conditions, unless otherwise ordered by the Court: (i) it must be properly completed, signed and submitted in a timely manner in accordance with the provisions of this and the preceding paragraphs; (ii) it must be accompanied by adequate supporting documentation for the transactions reported therein, in the form of broker confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker S

8 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 8 of 53 confirmation slip, or such other documentation as is deemed adequate by Co-Lead Counsel; (iii) if the person executing the Proof of Claim is acting in a representative capacity, a certification of his, her or its current authority to act on behalf of the Class Member must be included in the Proof of Claim; and (iv) the Proof of Claim must be complete and contain no material deletions or modifications of any of the printed matter contained therein and must be signed under penalty of perjury. As part of the Proof of Claim, each Class Member shall submit to the jurisdiction of the Court with respect to the claim submitted. 18. The administration of the proposed Settlement and the determination of all disputed questions of law and fact with respect to the validity of any Proof of Claim or right of any person or entity to participate in the distribution of the Net Settlement Fund shall be under the authority of this Court. 19. Any Class Member may enter an appearance in the Action, at his, her, or its own expense, individually or through counsel of their own choice. If a Class Member does not enter an appearance, he, she or it will be represented by Lead Plaintiffs and Co-Lead Counsel. 20. Any person or entity falling within the definition of the Settlement Class may, upon request, be excluded or "opt out" from the Settlement Class. Any such person or entity must submit to the Claims Administrator a request for exclusion ("Request for Exclusion"). Unless the Court orders otherwise, a Request for Exclusion will not be valid unless it (a) is received by the Claims Administrator no later than twenty-one (21) calendar days prior to the Settlement Hearing; (b) states the name, address, and telephone number of the person requesting exclusion; (c) is signed personally by the person or, in the case of an entity, by an officer, director, partner or individual holding a similar position of such entity, requesting exclusion; (d) provides the date(s), price(s) and the number and type of Popular securities purchased during the -7-

9 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 9 of 53 Class Period; and (e) states that the person or entity wishes to be excluded from the Settlement Class in the Popular Securities Litigation, Civil Action No. 3:09-cv GAG. All persons or entities who submit valid and timely Requests for Exclusion in the manner set forth in this paragraph shall have no rights under the Settlement Agreement, shall not share in the distribution of the Net Settlement Fund, and shall not be bound by the Settlement Agreement or any final judgment. 21. Co-Lead Counsel shall cause to be provided to Settling Defendants Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than ten (10) business days prior to the Settlement Hearing. 22. Any member of the Settlement Class may appear, at his, her, or its own expense, individually or through counsel of his, her, or its own choice, to show cause why the proposed Settlement of the Action should not be approved as fair, reasonable, and adequate, why a judgment should not be entered thereon, why the Plan of Allocation should not be approved as fair, reasonable, and/or why Co-Lead Counsel s application for an award of attorneys fees and expenses should not be granted; provided, however, that no Class Member shall be heard or entitled to contest the approval of the terms and conditions of the proposed Settlement, the judgment to be entered thereon approving the same, or the order approving the Plan of Allocation, or any attorneys fees and expenses to be awarded to Plaintiffs Counsel, unless such Class Member has filed with the Clerk of the United States District Court for the District of Puerto Rico, Federico Degetau Federal Building, 150 Carlos Chard n Street, San Juan, Puerto Rico 00918, and delivered to Co-Lead Counsel and Settling Defendants Counsel, at the addresses listed below, a written notice of objection, along with copies of any supporting papers

10 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 10 of 53 and briefs, that includes: (a) such person s or entity s name, address and telephone number, along with a representation as to whether such person or entity intends to appear to be heard at the Settlement Hearing; (b) a statement of the reason(s) for objection; (c) proof of all purchases, acquisitions or sales of Popular common stock and/or Series B preferred stock during the Class Period and the price(s) paid and received; and (d) if such person has indicated that he, she, or it intends to appear at the Settlement Hearing, the identities of any witnesses that he, she, or it may call to testify and any exhibits that he, she, or it intends to introduce into evidence at the Settlement Hearing. Any such objections must be filed with the Court and received by the following counsel no later than twenty-one (2 1) calendar days before the Settlement Hearing: Co-Lead Counsel for Lead Plaintiffs and the Settlement Class: Ellen Gusikoff Stewart Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, CA Salvatore J. Graziano Bernstein Litowitz Berger & Grossmann LLP 1285 Avenue of the Americas New York, NY Settling Defendants Counsel: Joseph B. Neuhaus Sullivan & Cromwell LLP 125 Broad Street New York, NY Any Class Member who does not make his, her, or its objection in the manner provided shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the proposed Settlement as S

11 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 11 of 53 incorporated in the Settlement Agreement, to the Plan of Allocation, or to the award of attorneys fees and expenses to Plaintiffs Counsel, unless otherwise ordered by the Court. 24. The passage of the Settlement Fund to the Escrow Agents in accordance with the terms and obligations of the Settlement Agreement is approved. No person who is not a Class Member or Plaintiffs Counsel shall have any right to any portion of, or in the distribution of, the Settlement Fund unless otherwise ordered by the Court or otherwise provided in the Settlement Agreement. 25. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) of the Court. 26. All papers in support of the Settlement, Plan of Allocation, and Co-Lead Counsel s application for an award of attorneys fees and expenses shall be filed and served no later than twenty-eight (28) calendar days prior to the Settlement Hearing. Any reply papers to any timely filed objections to the Settlement, the Plan of Allocation and Co-Lead Counsel s application for an award of attorneys fees and expenses shall be filed and served no later than seven (7) calendar days prior to the Settlement Hearing. 27. The Released Persons shall have no responsibility for the Plan of Allocation or any application for attorneys fees or expenses submitted by Co-Lead Counsel, and such matters will be considered separately from the fairness, reasonableness, and adequacy of the Settlement. 28. At or after the Settlement Hearing, the Court shall determine whether the Plan of Allocation proposed by Plaintiffs Counsel, and any application for attorneys fees and expenses, should be approved. -10-

12 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 12 of All reasonable expenses incurred in identifying and notifying Class Members as well as administering the Settlement Fund, including the payment of any Taxes and Tax Expenses, shall be paid as set forth in the Settlement Agreement. In the event the Court does not approve the Settlement, or it otherwise fails to become effective, neither Lead Plaintiffs nor any of their counsel shall have any obligation to repay any amounts actually and properly incurred or disbursed pursuant to T2.1 or 2.6 of the Settlement Agreement, except as required under 1J2.7, 7.2 and 9.3 of the Settlement Agreement. 30. Pending final approval by the Court of the Settlement, all proceedings in this Action shall be stayed and all members of the Settlement Class shall be barred and enjoined from prosecuting any of the Released Claims against any of the Released Persons. 31. The Court reserves the right to adjourn the date of the Settlement Hearing, or any adjournment thereof, and to modify any of the dates herein, without further notice to Class Members, and retains jurisdiction to consider all further matters arising out of or connected with the proposed Settlement. The Court may approve the Settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to the Settlement Class. IT IS SO ORDERED. DATED: THE HONORABLE GUSTAVO A. GELPI UNITED STATES DISTRICT JUDGE BLBG#

13 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 13 of 53 EXHIBIT A-i

14 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 14 of 53 UNITED STATES DISTRICT COURT DISTRICT OF PUERTO RICO x RUSSELL HOFF, Individually and on Behalf : Civil Action No. 3 :09-cv GAG of All Others Similarly Situated, : (Consolidated) Plaintiff, : CLASS ACTION vs. POPULAR, INC., et al., EXHIBIT A-i Defendants. NOTICE OF (I) PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION; (II) SETTLEMENT HEARING; AND (III) MOTION FOR ATTORNEYS FEES AND EXPENSES A Federal Court authorized this Notice. This is not a solicitation from a lawyer. NOTICE OF PENDENCY OF CLASS ACTION: Your rights may be affected by a class action lawsuit pending in this Court (the "Action") if, during the time period between January 24, 2008 and February 19, 2009, inclusive, you purchased or acquired Popular, Inc. ("Popular") common stock and/or Popular 8.25% noncumulative monthly income preferred stock Series B ("Series B preferred stock"). NOTICE OF SETTLEMENT: The Court-appointed Lead Plaintiffs, General Retirement System of the City of Detroit, Nilda Pic and JosØ L. Puig-Rivera ("Lead Plaintiffs"), on behalf of themselves and the Class (as defined in 1 below), have reached a proposed settlement of the Action for a total of $37.5 million in cash (the "Settlement"). The proposed Settlement, if approved by the Court, will resolve all claims in the Action. This Notice explains important rights you may have, including your possible receipt of cash from the Settlement. If you are a member of the Class, your legal rights will be affected whether or not you act. Please read this Notice carefully! 1. Description of the Action and the Class: This Notice relates to a proposed settlement of a class action lawsuit pending against Popular and individual defendants Richard Carrion and Jorge A. Junquera (collectively, the "Settling Defendants," and together with Lead Plaintiffs, the "Settling Parties"). The proposed Settlement, if approved by the Court, will provide relief to all persons and entities who purchased or acquired Popular common stock and/or Series B preferred stock (collectively, "Popular Stock") during the time period between January 24, 2008 and February 19, 2009, inclusive (the "Class Period"), and were injured thereby (the "Class") Statement of Class s Recovery: Pursuant to the Settlement described herein, a settlement payment of $37,500,000 in cash (the "Settlement Amount") will be deposited into an interest-bearing escrow account for the Any capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement dated June 10, 2011 (the "Stipulation") entered into by and among the settling parties. A copy of the Stipulation is available at 2 As set forth in 119 below, excluded from the Class are Defendants in the Action and certain persons and entities related to the Defendants. Also excluded from the Class are those persons and entities who timely request exclusion from the Class pursuant to this Notice.

15 benefit of the Case Class. 3:09-cv GAG-BJM The Settlement Amount together Document with all interest Filed earned 06/17/11 thereon shall Page be 15 the of "Settlement 53 Fund". Lead Plaintiffs damages expert estimates that approximately 138,937,015 shares of Popular common stock and 16,153,793 shares of Popular Series B preferred stock purchased by Class Members may have been affected by the alleged conduct at issue in the Action. If all Class Members elect to participate in the Settlement, it is estimated that the average per-share distribution from the Settlement Fund will be approximately $0.19 per affected share of Popular common stock and $0.71 per affected share of Popular Series B preferred stock, before the deduction of Court-awarded attorneys fees and expenses and the costs of notice and administration. Note that this is only an estimate of recovery. A Class Member s actual recovery will be determined in accordance with the plan of allocation approved by the Court. The proposed Plan of Allocation is set forth on pages below. 3. Statement of Potential Outcome of the Action: The Settling Parties disagree on both liability and damages and do not agree on the average amount of damages per share that would be recoverable if Lead Plaintiffs were to have prevailed on each claim alleged in the Action. The issues on which the Settling Parties disagree include: (1) whether the statements made or facts allegedly omitted were false, material, or otherwise actionable under the federal securities laws; (2) the extent to which the various matters that Lead Plaintiffs alleged were materially false or misleading influenced (if at all) the trading prices of Popular Stock at various times during the Class Period; (3) the extent to which the various allegedly adverse material facts that Lead Plaintiffs alleged were omitted influenced (if at all) the trading prices of Popular Stock at various times during the Class Period; (4) the extent to which external factors, such as general market conditions, influenced the trading prices of Popular Stock at various times during the Class Period; (5) the effect of various market forces influencing the trading prices of Popular Stock at various times during the Class Period; (6) the amount by which shares of Popular Stock were allegedly artificially inflated (if at all) during the Class Period; and (7) the appropriate economic model for determining the amount by which shares of Popular Stock were allegedly artificially inflated (if at all) during the Class Period. 4. Statement of Attorneys Fees and Expenses Sought: Co-Lead Counsel (as defined in 15 below) will apply to the Court for an award of attorneys fees in an amount not to exceed 27% of the Settlement Fund. Co- Lead Counsel also will apply for expenses incurred in connection with the prosecution and resolution of the Action in an amount not to exceed $1,000,000, which may include the reasonable costs and expenses of Lead Plaintiffs directly related to their representation of the Class, plus interest on such expenses at the same rate as earned on the Settlement Amount. If the Court approves Co-Lead Counsel s fee and expense application, the average cost per affected share of Popular common stock will be approximately $0.06 and the average cost per affected share of Popular Series B preferred stock will be approximately $ Identification of Attorneys Representatives: Lead Plaintiffs and the Class are represented by the law firms of Robbins Geller Rudman & Dowd LLP and Bernstein Litowitz Berger & Grossmann LLP, the Courtappointed Co-Lead Counsel for Lead Plaintiffs and the Class ("Co-Lead Counsel"). Any questions regarding the Settlement should be directed to: Rick Nelson, do Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, (800) , ricknrgrdlaw.com ; or Salvatore J. Graziano, Esq., Bernstein Litowitz Berger & Grossmann LLP, 1285 Avenue of the Americas, New York, NY 10019, (800) , blbgblbg1aw.com. Please do not contact any representative of the Settling Defendants or the Court with questions about the Settlement. 6. Reasons for Settlement: Lead Plaintiffs principal reason for the Settlement is the benefit to be provided to the Class now. This benefit must be compared to the significant risk that a smaller recovery or no recovery might be achieved after contested motions, a contested trial, and likely appeals, possibly years into the future. For the Settling Defendants, who deny all allegations of wrongdoing or liability whatsoever, the principal reason for the Settlement is to eliminate the expense, risks, and uncertain outcome of the litigation. 2

16 T REMAIN A MEMBER OF THE CLASS AND This is the only way to get a payment. If you wish to SUBMIT A PROOF. OF CLAIM FORM BY obtain a payment as a Class Member, you will need to file a Proof of Claim form (which is included with this Notice) postmarked no later than EXCLUDE YOURSELF FROM THE CLASS Get no payment. This is the only option that allows you BY SUBMITTING A WRITTEN REQUEST to ever be part of any other lawsuit against any of the FOR EXCLUSION SO THAT IT IS RECEIVED Settling Defendants or other Released Persons concerning NO LATER THAN the claims that were, or could have been, asserted in this case. OBJECT TO THE SETTLEMENT BY Write to the Court and explain why you do not like the SUBMITTING WRITTEN OBJECTIONS SO Settlement, the proposed Plan of Allocation, or the THAT THEY ARE RECEIVED NO LATER request for an award of attorneys fees and expenses. THAN You cannot object to the Settlement unless you are a Class Member and do not exclude yourself. GO TO THE HEARING ON 2011 Ask to speak in Court about the fairness of the AT.M., AND FILE A NOTICE OF Settlement, the proposed Plan of Allocation, or the INTENTION - TO APPEAR SO THAT IT IS request for an award of attorneys fees and expenses. RECEIVED NO LATER THAN DO NOTHING. Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 16 of 53 Get no payment. Remain a Class Member. Give up your rights Why Did I Get This Notice? What Is A Class Action? What Is This Case About? What Has Happened So Far? How Do I Know If I Am Affected By The Settlement? What Are Lead Plaintiffs Reasons For The Settlement? What Might Happen If There Were No Settlement? How Much Will My Payment Be? What Rights Am I Giving Up By Agreeing To The Settlement? What Payment Are The Attorneys For The Class Seeking? How Will The Lawyers Be Paid? How Do I Participate In The Settlement? What Do I Need To Do? What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself? When And Where Will The Court Decide Whether To Approve The Settlement? Do I Have To Come To The Hearing? May I Speak At The Hearing If I Don t Like The Settlement? What Is The Difference Between Excluding Yourself From The Class And Objecting To The Settlement? What If I Bought Shares On Someone Else s Behalf? Can I See The Court File? Whom Should I Contact If I Have Questions? Page Page Page Page Page Page Page Page Page Page Page Page Page Page Page 7. This Notice is being sent to you pursuant to an Order of the United States District Court for the District of Puerto Rico (the "Court") because you or someone in your family may have purchased or acquired Popular common stock and/or Series B preferred stock during the Class Period. The Court has directed us to send you this Notice because, as a potential Class Member, you have a right to know about your options before the Court rules 3

17 on the proposed Case Settlement 3:09-cv GAG-BJM of this case. Additionally, Document you have the right Filed to understand 06/17/11 how Page a class 17 of action 53 lawsuit may generally affect your legal rights. If the Court approves the Settlement, a claims administrator selected by Lead Plaintiffs and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved. 8. The Court in charge of this case is the United States District Court for the District of Puerto Rico, and the case is known as Hoff v. Popular, Inc. et al., Civil Action No. 3:09-cv GAG. The Judge presiding over this case is the Honorable Gustavo A. Gelpi, United States District Judge. The people who are suing are called plaintiffs, and those who are being sued are called defendants. In this case, the plaintiffs are referred to as Lead Plaintiffs, on behalf of themselves and the Class, and the settling defendants are Popular, Richard Carrion and Jorge A. Junquera. 9. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The purpose of this Notice is to inform you of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Settlement if you wish to do so. It also is being sent to inform you of the terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the proposed Settlement, the fairness and reasonableness of the proposed Plan of Allocation, and the application by Co-Lead Counsel for an award of attorneys fees and expenses (the "Settlement Hearing"). 10. The Settlement Hearing will be held on 2011 at _.m., before the Honorable Gustavo A. GelpI, at the Clemente Ruiz-Nazario U.S. Courthouse & Federico Degetau Federal Building, 150 Carlos Chard n Street, San Juan, Puerto Rico to determine, among other things: (i) (ii) (iii) (iv) whether the proposed Settlement is fair, reasonable, and adequate and should be approved by the Court; whether the Action should be dismissed with prejudice as to the Settling Defendants and the Released Claims fully, finally and forever released, relinquished, and discharged as against the Settling Defendants and the other Released Persons; whether the proposed Plan of Allocation is fair and reasonable and should be approved by the Court; and whether Co-Lead Counsel s request for an award of attorneys fees and expenses should be approved by the Court. II. This Notice does not express any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, payments to Authorized Claimants will be made after any appeals are resolved, and after the completion of all claims processing. Please be patient. 12. In a class action lawsuit, the Court selects one or more people, known as class representatives, to sue on behalf of all people with similar claims, commonly known as the class or the class members. In this Action, the Court has appointed General Retirement System of the City of Detroit, Nilda Pic and JosØ L. Puig-Rivera to serve as "Lead Plaintiffs" under a federal law governing lawsuits such as this one, and the Court has approved Lead Plaintiffs selection of the law firms of Robbins Geller Rudman & Dowd LLP and Bernstein Litowitz Berger & Grossmann LLP to serve as Co-Lead Counsel in the Action. A class action is a type of lawsuit in which the claims of a number of individuals are resolved together, thus providing the class members with both consistency and efficiency. Once the class is certified, the Court must resolve all issues on behalf of the class members, except for any persons or entities who choose to exclude themselves from the class. (For more information on excluding yourself from the Class, please read "What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself?," located on page - below.)

18 Case 3:09-cv GAG-BJM Document Filed 06/17/11 Page 18 of On May 14, 2009, a lawsuit was filed in the United States District Court for the District of Puerto Rico as a purported class action on behalf of all purchasers of Popular Stock between January 23, 2008 and January 22, 2009, inclusive, seeking to pursue remedies under the Securities Exchange Act of On August 21, 2009, the Court appointed General Retirement System of the City of Detroit, Nilda Pic and JosØ L. Puig-Rivera as Lead Plaintiffs and approved their selection of Robbins Geller Rudman & Dowd LLP and Bernstein Litowitz Berger & Grossmann LLP as Co-Lead Counsel and The Law Offices of AndrØs W. Lopez, P.S.C. as Liaison Counsel in the Action. 15. On October 19, 2009, Lead Plaintiffs filed a Consolidated Class Action Complaint (the "Complaint") claiming to act on behalf of themselves and all persons and entities, other than the defendants named therein and the defendants specified affiliates, who purchased or acquired Popular common stock and/or Series B preferred stock during the time period between January 24, 2008 and February 19, 2009, inclusive, and were injured thereby. The Complaint alleged violations of 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), Rule 1 Ob-5 promulgated thereunder, 20(a) of the Exchange Act, and 11, 12(a)(2) and 15 of the Securities Act of 1933 (the "Securities Act") purportedly on behalf of the Class, and named Popular, Richard CarriÆn, Jorje A. Junquera, Manuel Morales, Francisco M. Rexach, Juan J. Berm dez, Maria L. FerrØ, William J. Teuber, JosØ R. Vizcarrondo, Frederic V. Salerno, Michael J. Masin, PricewaterhouseCoopers LLP, UBS Financial Services Incorporated of Puerto Rico, Popular Securities, Inc. and Citigroup Global Markets, Inc. as defendants in the Action (collectively, the "Defendants"). 16. Each of the Defendants moved to dismiss the Complaint, which motions were opposed by Lead Plaintiffs. On August 2, 2010, the Court issued an Order granting in part and denying in part the motions to dismiss. Pursuant to the August 2, 2010 Order, all claims asserted against Defendants Manuel Morales, Francisco M. Rexach, Juan J. Bermdez, Maria L. FerrØ, William J. Teuber, JosØ R. Vizcarrondo, Frederic V. Salerno, Michael J. Masin, PricewaterhouseCoopers LLP, UBS Financial Services Incorporated of Puerto Rico, Popular Securities, Inc. and Citigroup Global Markets, Inc. were dismissed by the Court. 17. By Order dated October 4, 2010, the Court instructed the parties to discuss the possibility of referring the case to mediation. Following the issuance of the October 4, 2010 Order, the parties agreed to attempt mediation before the Honorable Nicholas Politan (Ret.). The parties attended two full-day mediation sessions with Judge Politan on January 18 and 19, In connection with the mediation, the Settling Defendants and PricewaterhouseCoopers LLP produced approximately 60,000 pages of documents relevant to Lead Plaintiffs claims, which Lead Plaintiffs reviewed and analyzed with their accounting and damages experts, in advance of the mediation. At the conclusion of the mediation, Lead Plaintiffs and the Settling Defendants reached an agreementin-principle to settle the Action, and on January 19, 2011, executed a Memorandum of Understanding (the "MOU"). The Settling Parties engaged in further discussions and negotiations with respect to the final terms of the Settlement and executed the Stipulation on June 10, On, 2011, the Court preliminarily approved the Settlement, authorized this Notice to be sent to potential Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement. 19. On, 2011, the Court preliminarily certified a Class for purposes of the Settlement. If you are a member of the Class, you are subject to the Settlement unless you timely request to be excluded. The Class consists of all persons and entities who purchased or acquired Popular common stock and/or Series B preferred stock during the time period between January 24, 2008 and February 19, 2009, inclusive, and were injured thereby. Excluded from the Class are Defendants; members of the immediate families of the Defendants; the subsidiaries and affiliates of Defendants (provided, however, that the Popular, Inc. U.S.A. 401(k) Savings & Investment Plan and the Popular, Inc. Puerto Rico Savings and Investment Plan (the "Popular ERISA Plans") shall not be deemed affiliates of the Defendants for purposes of this Class definition); any person or entity who is a partner, executive

19 officer, director Case or controlling 3:09-cv GAG-BJM person of Popular or Document any other Defendant; Filed any 06/17/11 entity in which Page any 19 Defendant of 53 has a controlling interest; Defendants liability insurance carriers, and any affiliates or subsidiaries thereof, and the legal representatives, heirs, successors and assigns of any such excluded party. The Class also does not include those persons and entities who timely request exclusion from the Class pursuant to this Notice (see "What If I Do Not Want To Be A Part of The Settlement? How Do I Exclude Myself?" below). 20. If one of your mutual funds owned shares of Popular common stock and/or Series B preferred stock during the Class Period, that alone does not make you a Class Member. You are a Class Member only if you directly purchased or acquired shares of Popular common stock and/or Series B preferred stock during the Class Period, and were injured thereby. Contact your broker to see if you purchased or acquired shares of Popular common stock and/or Series B preferred stock during the Class Period. RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO BE ELIGIBLE TO PARTICIPATE IN THE SETTLEMENT, YOU MUST SUBMIT THE ENCLOSED PROOF OF CLAIM FORM POSTMARKED NO LATER THAN, Lead Plaintiffs believe that the claims asserted against the Settling Defendants have merit and that the evidence developed to date supports those claims. However, Lead Plaintiffs recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Action against the Settling Defendants through trial and through appeals. Lead Plaintiffs also have taken into account the uncertain outcome and the risk Of any litigation, especially in complex actions such as this Action, as well as the difficulties and delays inherent in such litigation. Lead Plaintiffs are also mindful of the inherent difficulties of proof under and possible defenses to the securities law violations asserted in the Action given the underlying allegations in this Action concerning accounting for deferred tax assets and the accounting rules related thereto. In addition, the amount of damages recoverable by the Class was and is challenged by the Settling Defendants. Recoverable damages in this case are limited to losses caused by conduct actionable under applicable law and, had the Action gone to trial, the Settling Defendants intended to assert that all of the losses of Class Members were caused by non-actionable market, industry, or general economic factors affecting the banking industry in general during this same time period. The Settling Defendants would also assert that, throughout the Class Period, the uncertainties and risks associated with Popular s business and financial condition were fully and adequately disclosed. Finally, Lead Plaintiffs considered the ability of Defendants to satisfy any judgment after trial. 22. In light of the amount of the Settlement and the immediacy of recovery to the Class, and the risk of no recovery or a smaller recovery if the litigation continued, Lead Plaintiffs and Co-Lead Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Class. The Settlement provides a substantial benefit now, namely $37,500,000 in cash (less the various deductions described in this Notice). 23. The Settling Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action, and continue to believe the claims asserted against them in the Complaint are without merit. Nonetheless, the Settling Defendants have concluded that further conduct of the Action would be protracted and expensive and that it is desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in the Stipulation. They also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases like this Action and have, therefore, determined that it is desirable and beneficial to them that the Action be settled in the manner and upon the terms and conditions set forth in the Stipulation. 24. If there were no Settlement and Lead Plaintiffs failed to establish any essential legal or factual element of their claims, neither Lead Plaintiffs nor the Class would recover anything from the Settling Defendants. Also, if n.

20 the Settling Defendants Case 3:09-cv GAG-BJM were successful in proving Document any of their defenses, Filed 06/17/11 the Class Page likely 20 would of 53 recover substantially less than the amount provided in the Settlement, or nothing at all. Moreover, if there were no Settlement, it is highly uncertain whether Lead Plaintiffs, if they were successful after trial and subsequent appeals, could have obtained a judgment in an amount greater than the Settlement Amount. 25. After approval of the Settlement by the Court and upon satisfaction of the other conditions to the Settlement, the Net Settlement Fund (i.e., the Settlement Fund less (i) any Taxes and Tax Expenses, (ii) any costs and fees incurred in connection with the notice and administration of the Settlement, including any escrow costs and fees, and (iii) any attorneys fees and expenses awarded by the Court) will be distributed to Class Members who submit timely and valid Proof of Claim forms that are approved for payment by the Court ("Authorized Claimants") in accordance with the plan of allocation approved by the Court. The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the claim of any Class Member. The Net Settlement Fund will not be distributed until the Court has approved a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired. Approval of the Settlement is independent from approval of the plan of allocation. Any determination with respect to the plan of allocation will not affect the Settlement, if approved. 26. Defendants are not entitled to get back any portion of the Settlement Fund once the Court s Order approving the Settlement becomes Final. No Settling Defendant, nor any other Released Person, shall have any liability, obligation or responsibility whatsoever for the administration of the Settlement, the disbursement of the Net Settlement Fund, or the plan of allocation. 27. The amount of the cash payment that an Authorized Claimant will receive will depend on, among other things, the number of valid Proof of Claim forms that Class Members send in and how many shares of Popular common stock and/or Series B preferred stock the Claimant purchased, and when they were purchased. 28. Only those persons and entities who purchased or acquired Popular common stock and/or Series B preferred stock during the Class Period AND WERE INJURED AS A RESULT OF SUCH PURCHASES OR ACQUISITIONS, will be eligible to share in the distribution of the Net Settlement Fund. Each person or entity wishing to participate in the distribution must submit a valid Proof of Claim form establishing membership in the Class and including all required documentation as set forth in the Proof of Claim form, postmarked no later than 2011 to the address set forth in the Proof Claim form that accompanies this Notice. Unless the Court otherwise orders, any Class Member who fails to submit a Proof of Claim form postmarked no later than 2011 shall be forever barred from receiving payments pursuant to the Settlement set forth in the Stipulation but will in all other respects remain a Class Member and be subject to the provisions of the Stipulation, including the terms of any judgment entered and releases given. This means that each Class Member fully, finally, and forever releases, relinquishes, and discharges the Released Claims (as defined in 55 below) against the Released Persons (as defined below in 56 below) and is permanently barred and enjoined from asserting, instituting, maintaining, prosecuting or enforcing any and all Released Claims against the Released Persons regardless of whether or not such Class Member submits a Proof of Claim form. 29. The proposed plan of allocation set forth herein (the "Plan of Allocation") is the plan that is being proposed by Lead Plaintiffs to the Court for approval. The Court may approve this plan as proposed or it may modify the Plan of Allocation without further notice to the Class. Any Orders regarding a modification of the Plan of Allocation will be posted on the Settlement website, Payment pursuant to the plan of allocation approved by the Court and the Class Distribution Order shall be conclusive against all Authorized Claimants. No person or entity shall have any claim against Lead Plaintiffs, Co- Lead Counsel, the Claims Administrator or any other agent designated by Co-Lead Counsel arising from distributions made substantially in accordance with the Stipulation, the plan of allocation, the Class Distribution Order, or any other order of the Court. Lead Plaintiffs, the Settling Defendants, their respective counsel, Lead Plaintiffs damages expert, and all other Released Persons shall have no liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the plan of allocation, or the determination, 7