POPULAR, INC. CORPORATE GOVERNANCE GUIDELINES

  1. Introduction

    The Board of Directors (the “Board”) of Popular, Inc. (“Popular”), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted this set of corporate governance guidelines (the *Guidelines”) to promote the functioning of the Board and its committees, to protect and enhance shareholder value and to set forth a common set of expectations as to how the Board, Its Villous committees, individual directors and management should perform their functions. These Guidelines are designed with Popular’s current business operations, ownership, capital structure and economic conditions in mind and will continue to evolve with changing circumstances. The Board will review aiuiually these Guldelines.

  2. Roles of Board and Management

    The roles of the Board and management are related, but distinct. Management proposes Popular’s strategy to the Board for approval. Management also implements Popular’s strategy in the day-to-day operation of its buslness, reporting regularly to the Board on significant events, issues and risks that may materially affect Popular’s business or financial performance.

    The Board’s function is oversight. The Board oversees, directly or through committees, the performance of Popular’s business and management. The Board reviews and approves Popular’s business strategy and oversees management’s implementation of that strategy.

    The Board alid each committee of the Board have complete access to management. In addltion, the Board and each committee has access to independent ridvisors as each deems necessary or appropriate.

  3. Board Composition

    T”he composition of the Board should balance the following goals:

    • The size of the Board should facilitate substantive discussions of the whole Board in which each director can partlCl hte meaningfully;

    • 4″he composition of the Board should encompass a broad range of skills, expertise, industry knowledge, viewpoints, background, experience and other demographics relevant to Popular’s business;

    • At least two-thirds of the Board will consist of directors who the Board has determined have no material relationship with Popular and who are otherwise “independent” under the rules of The Nasdaq Stock Market (“NASDAQ”).

      If a director whO 1s deemed to be “independent” dies, resigns, or is removed from office, the Board shall, within 90 days of the occurrence of any such event, appoint another director meeting the independence requirements of this Article III. If the Board is unable to appoint an independent director during such period, it shall take measures to ensure that all matters subject to a vote of the directors are decided by a majority of independent directors.

  4. Selection of Chairman of the Board, Chief Executive Officer and Lead Director

    The Board should be free to select its Chairman and Popular’s Chief Executive Officer (“CEO”) in the manner it considers in the best interests of Popular at any given point 1n time. Therefore, the Board does not have a policy on whether the roles of Chairman and CEO should be separate or combined and, if they are to be separate, whether the Chairman should be selected from the non-executive directors or be an employee.

    When the Chairman is not an independent director, aLead Director will be elected annually by the majority of the independent members of the Board. The Lead Director shall be an independent director. The Lead Director shall have the following responslbillties, together with such others as the Board might specify from time to time:

    • preside over meetings of the Board at which the Chairman is not present;

    • preside over executive sessions of the independent directors;

    • act as the liaison between the independent directors and the Chairman;

    • call meetings of independent directors;

    • assist the other independent directors by ensuring that independent directors have adequate opportunities to meet in executive sessions and communicate to the Chairman, as appropriate, the results of such sessions and other private discussions among outside directors;

    • assist the Chairman and the remalnder of the Board in assuring effective corporate governance in managing the affairs of the Board;

    • serve as the contact person to facilitate communications requested by major shareholders with independent members of the Board;

    • approve in collaboration with the Chairman meeting agendas and information sent to the Board;

    • approve in collaboration with the Chairman meeting schedules to assure that there is sufficient time for dlsCussion of all agenda items;

    • serve temporarily as Chairman of the Board and the Board’s spokesperson if the Chairman is unable to act;

    • interview Board candidates;

    • recommend to the Corporate Governance and NOlJâlnating Committee nominees to Board committees and sub-committees as may come to the Lead Director’s attention;

    • ensure that the Board works as a cohesive team;

    • if requested by major shareholders, be available for consultation and direct communication;

    • make such recommendations to the Board as the Lead Director shall deem appropriate for the retention of consultants who will report to the Board; and

    • retain consultants, with the approval of the Board, as the Lead Director and the Board deem appropriate.

      The Lead Director shall have the authollty to retain, and approve the fees and expenses of, outside counsel as he or she may deem necessary or appropriate to carry out his or her responsibilities.

  5. Selection of Directors

    1. Nomin‹itions. The Board is responsible for selecting the nominees for election to Popular’s Board of Directors by the shareholders. Popular’s Corporate Governance and Nominating Commlttee is responsible for recommending to the Board a slate of directors or one or more nominees to fill vacancies occurring between annual meetings of shareholders.

    2. Criteriii. The Board should, based on the recommendations of the Corporate Governance and Nominating Committee, select new nominees for the position of independent director considering the following criteria:

      • Personal qualities and characteristics, accomplishments and reputation in tie business community;

      • Current knowledge and contacts in the communities 1n which Popular does business and 1n Popular’s industry or other industries relevant to Popular’s buslness;

      • Ability and willingness to commit adequate time to Board and committee matters;

      • The fit of the indivldual’s skills, expertise and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of Popular; and

        OEC 18 lé?5

      • Diversity of knowledge, viewpoints, background, experience and other demographics relevant to Popular’s business.

    3. Invitation. The invitation to join the Board should be extended by the Board via the Chairman of the Board of Popular, together with the Lead Dlrector or an independent director, when deemed approprlate.

    4. Onbo irding rind Continuing E‹luciition. Management, working wlth the Board, will provide an onboarding and orientatlon process for new directors, including background materials on Popular, its business plan and its risk profile, and meetings with Board leadership and senior management, as well as supplemental training materials, as appropriate. In coordinatlon with the Corporate Governance and Nominating Committee, management w111 also develop an ongoing continuing education program for all directors on matters relevant to Popular, its business plan and risk proflle and shall make available to Directors additional trainlng-related resources, events and opportunities. Directors are further encouraged to participate in at least one director-related continuing education session each year sponsored by an industry organization or a recognized corporate governance organization and contained on a list of providers and/or educational session or events provided to the Board by the Office of the Corporate Secretary. The Office of the Corporate Secretary shall assist the directors in coordinating continuing education resources and keep records of trainlngs provided to or taken by Board members.

  6. Voting for Directors

    In accordance with Popular’s By-laws, unless the number of nominees exceeds the number of directors to be elected (in which case the director nominees will be elected by plurality of the votes cast), a nominee must receive a majority of the votes cast for his or her re-election in order to be elected or re-elected to the Board. A director will offer to tender his or her resignation if he or she fails to receive the required number of votes for re-election.

    The Corporate Governance and Nominating Committee will make a recommendatlon to the Board on whether to accept or reject the director’s offer to tender l41S Of her resignatioli, or whether other action should be taken. The Corporate Governance and Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. The Board will act on the Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.

    Any incumbent director who offers to tender his or her resignation will not participate in the Committee’s or the Board’s recommendation or decision, or any deliberations related thereto.

    Any incumbent director who has offered to tender his or her resignation shall promptly tender such resignation upon the Board’s acceptance of such offer. If a director’s offer to tender his or her resignation is accepted by the Board, or 1f a nomiliee for director is not elected and the nominee is not an incumbent director, then the Board may fill the resulting vacancy or may decrease the size of the Board pursuant to Article Seventh of Popular’s Restated Certificate of Incorporation. If the reslgnation is not accepted, the director shall continue to serve untrl e next

    annual meeting of shareholders and until thc director’s succcssor is elected and qualified, or until the earlier of the director’s death, resignation or removal. The Board shall noinlnate a successor for such director at the next annual meeting of shareholders.

  7. Election Term

    The Board does not believe it should establish term limits.

  8. Retirement of Directors

    Directors may serve on the Board until the end of their tei’m following their 74′hbirthday and may not be lnitially elected or re-elected after reaching age 74.

  9. Board Meetings

    The Board will hold at least eight meetings a year with further meetings to occur (or action to be taken by unanimous written consent) at the discretion of the Chairman or the Lead Dlrector.

    The agenda for each Board meeting will be distributed by the Office of the Corporate Secretary. Any dlrector is free to offer agenda items for consideration by the Board. Management will seek to provide to all directors an agenda and appropriate materials approximately one week in advance of meetings, although the Board recognizes that this timing will not always be consistent with the timing of transactions and the operations of the business and that in certain cases it may not be practicable.

    Materials presented to the Board or its committees should be as concise as possible, while still providing the desired information needed for the directors to make an informed judgment. As a general rule, presentations on specific subjects should be sent to the Board members in advance so that Board meeting time may be conserved and discussion time focused on questions that the Board has about the material. As the need arises, presentations may be made orally at meetings.

  10. Executive Sessions

4″o ensure free and open dlscussion and communication among non-m ==Senientdlrectors, the non-management dircctors will meet in executive sessions once every regularly scheduled in-person Board meeting. In at least one executive session of the non-management directors, the Board will assess the process and effectiveness of the Board (including opportunities for continuing education and orientation of new directors) alid conslder any other matters that the dlrectors request. Independent directors will also meet 1n executive session as frequently as determined by the independent directors, but no less than twice a year’, in conjunction with regularly scheduled Board meetlngs. The Lead Director, or in his absence, an independent director designated by the independent directors, will preside at each executive sesslOn of independent directors.

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Disclaimer

Popular Inc. published this content on December 18, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on December 19, 2025 at 19:05 UTC.