BPOPO Popular Inc (PK)

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

OF

POPULAR, INC.

Article 1: Board of Directors

1.1 The business and affairs of the Corporation shall be conducted under the authority of its Board of Directors. The directors shall be elected in the manner set forth in the Certificate of Incorporation of the Corporation.

1.2 If for any reason or cause an election of directors is not held on the Annual Meeting of Stockholders, or at any adjournment thereof, such election may be held on any subsequent date at a special meeting of stockholders duly called for such purpose.

1.3 Directors shall receive such reasonable compensation as may be established from time to time by the Board of Directors by resolution approved by an absolute majority thereof.

1.4 The Board of Directors may hold such regular meetings as may be established from time to time by resolution approved by an absolute majority of the Board of Directors. Once regular meetings are convened as established herein, notice thereof need not be given. The Board of Directors may hold such extraordinary meetings as may be convened by the Chairman of the Board of Directors, by the Chief Executive Officer or the President, or which may be required by at least three (3) directors. Such regular or extraordinary meetings may be held at the Corporation’s principal office, at any other place or places within or without Puerto Rico, or by such other means as permitted by law.

When required, notices of meetings shall be mailed to each director, addressed to him at his residence or usual place of business, not later than three (3) days before the day on which the meeting is to be held, or shall be sent to him by electronic transmission, or be delivered personally or by telephone, not later than the day before such day of meeting.

1.5 The quorum at any meeting of the Board of Directors shall consist of a majority of the total number of directors. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation or these By-laws shall require a vote of a greater number.

1.6 Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained

in electronic form. For purposes of these By-laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form through an automated process.

Article 2: Meetings of Stockholders

2.1 An Annual Meeting of Stockholders shall be held not later than the fifth month following the end of the fiscal year of the Corporation at a place, if any, date and time fixed by the Board of Directors.

2.2 Special Meetings

(a) Special meetings of stockholders may be called by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer or the President of the Corporation. In addition, a special meeting of the stockholders (a “Stockholder Requested Special Meeting”) shall be called by the Secretary upon receipt by the Corporation of the valid written request or requests (each, a “Special Meeting Request”) from one or more stockholders of record (each, a “Requesting Stockholder”) who, at the time the Special Meeting Request is delivered, Own or are acting on behalf of persons who Own shares representing in the aggregate at least twenty percent (20%) (the “Requisite Percentage”) of the voting power of the then outstanding stock of the Corporation entitled to vote on the matter or matters to be brought before the proposed Stockholder Requested Special Meeting. The notice of any such special meeting shall specify the purpose or purposes for which the meeting is called.

A person shall be deemed to “Own” or to possess “Ownership” of only those shares of outstanding stock as to which the person possesses both (i) full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (a) sold by such person or any of its affiliates in any transaction that has not been settled or closed, (b) borrowed by such person or any of its affiliates for any purposes or purchased by such person or any of its affiliates pursuant to an agreement to resell, or (c) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such person or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such person’s or affiliate’s full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such person or affiliate. A person shall Own shares held in the name of a nominee or other intermediary so long as the person retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person’s Ownership of shares shall be deemed to continue during any period in which the person has loaned such shares; provided that the person has the power to recall such loaned shares on three (3) business days’ notice and during any period

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in which the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the person. The determination of the extent to which a person “Owns” any shares of stock for these purposes shall be made in good faith by the Board of Directors, which determination shall be conclusive and binding.

(b) Stockholder Requested Special Meetings

(i) Validity of the Special Meeting Request

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(ii) For purposes of calculating the Requisite Percentage, multiple Special Meeting Requests delivered to the Secretary will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting (in each case as determined in good faith by the Board of Directors) and (ii) such Special Meeting Requests have been dated and delivered to the Secretary within sixty (60) days of the earliest dated Special Meeting Request.

(iii) The Corporation’s notice of a Stockholder Requested Special Meeting shall state the purpose or purposes of such meeting, and no business shall be transacted at such Stockholder Requested Special Meeting except as stated in the notice of meeting thereof. Business transacted at any Stockholder Requested Special Meeting shall be limited to the purpose(s) stated in the Special Meeting Request; provided, however, that nothing herein shall prohibit the Board of Directors from including additional matters in (or in accordance with) the Corporation’s notice of meeting or otherwise submitting matters to the Stockholders at any Stockholder Requested Special Meeting.

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(iv) Except as provided in Section 2.2(b)(i)(B), a Stockholder Requested Special Meeting shall be held at such place, if any, date and time as may be fixed by the Board of Directors; provided, however, that the date of any such special meeting shall not be more than ninety (90) days after the Special Meeting Request Date.

(v) A Requesting Stockholder may revoke its Special Meeting Request at any time by written revocation delivered to the Secretary. If at any time the unrevoked valid Special Meeting Requests represent in the aggregate less than the Requisite Percentage, whether due to a revocation (including any deemed revocation pursuant to Section 2.2(b)(i)(A) above), a change in Ownership of shares or otherwise, then there shall be no requirement to hold the Stockholder Requested Special Meeting. If none of the Requesting Stockholders nor any Qualified Representative thereof appears at the meeting to present the proposed nomination or other business specified in the Special Meeting Request, such nomination shall be disregarded and such other proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation (which proxies and votes shall also be disregarded). “Qualified Representative” means a duly authorized officer, manager or partner of a stockholder, or a person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to the Secretary to act for such stockholder as proxy at the meeting of stockholders; and who has produced such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

2.3 All meetings of stockholders shall be convened by delivering a notice to each holder or shares entitled to vote, not less than thirty (30) days before the date of the meeting, either personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his or her address as it appears on the Stock Book of the Corporation, with postage thereon prepaid. In addition, if stockholders have consented to receive notices by a form of electronic transmission, then such notice, by facsimile telecommunication, or by electronic mail, shall be deemed to be given when directed to a number or an electronic mail address, respectively, at which the stockholder has consented to receive notice. If such notice is transmitted by a posting on an electronic network together with separate notice to the stockholder of such specific posting, such notice shall be deemed to be given upon the later of (i) such posting, and (ii) the giving of such separate notice. If such notice is transmitted by any other form of electronic transmission, such notice shall be deemed to be given when directed to the stockholder. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in the rules of the Securities and Exchange Commission under the Exchange Act and Article 7.21 of the Puerto Rico General Corporations Law.

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2.4 At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these By-laws, the holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, where a separate vote by class or classes is required for any matter, the holders of a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum to take action with respect to that vote on that matter. Two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. Shares of its own capital stock belonging on the record date for determining stockholders entitled to vote at the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.5 In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, the holders of such class so present or represented may, by majority vote, adjourn any meeting, annual or special, of such class from time to time until a quorum of such class shall be so present or represented. Whether or not a quorum is present, any meeting of stockholders, annual or special, may be adjourned by the chairperson of such meeting from time to time, on his or her own motion, for any or no reason, to reconvene at the same or some other place (if any), without the approval of the stockholders who are present in person or represented by proxy and entitled to vote. Notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, thereof are announced at the meeting at which the adjournment is taken or provided in any other manner permitted by Puerto Rico law. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.6 Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy, the following shall constitute valid means by which a stockholder may grant such authority:

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Directors shall be elected by a majority of the votes cast by Stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors, provided that if the number of nominees exceeds the number of directors to be elected the director nominees shall be elected by a plurality of the votes cast. In all other matters, unless otherwise provided by law or by the Certificate of Incorporation or these By-laws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. For purpose of this Section, a majority of the votes cast means that the number of shares voted “for” a director nominee must exceed the number of votes cast “against” the director.

If an incumbent director is not elected by a majority of votes cast (unless, pursuant to the immediately preceding paragraph, the director election standard is a plurality), the incumbent director shall promptly offer to tender his or her resignation to the Board of Directors. The Corporate Governance and Nominating Committee shall establish procedures to implement the provisions of this Section 2.6.

Shares with respect to which a broker, financial institution or other nominee has physically indicated on the proxy that it does not have discretionary authority to vote on a particular matter (“broker non-votes”), will not be considered as present and entitled to vote with respect to that matter but will be considered as present and entitled to vote for purposes of determining the presence of a quorum as determined in Section 2.4 of these By-laws.

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2.7 Meetings of stockholders shall be presided over by the Chairman of the Board of Directors or, in the absence of the Chairman of the Board of Directors, by the Chief Executive Officer or the President, or in their absence by a chairperson designated by the Board of Directors. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairperson of the meeting may appoint any person to act as secretary of the meeting.

The order of business at each such meeting shall be as determined by the chairperson of the meeting. The chairperson of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable, as determined by the chairperson in his or her sole discretion, for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls, for each item on which a vote is to be taken.

2.8 During the Annual Meeting of Stockholders, the financial statements of the Corporation shall be presented to the stockholders, and the directors shall provide such explanations as may be reasonably requested by the stockholders regarding such statements as well as the operations of the Corporation during the year.

2.9 Nominations of persons for election to the Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may only be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors, or (c) by any stockholder of the Corporation who is a stockholder of record on the date the Stockholder Notice provided for in Section 2.10 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complied with the requirements set forth in Section 2.10 below.

2.10 (a) A notice of a stockholder to make a director nomination or to propose any other business to be considered at a meeting (the “Stockholder Notice”) shall be made in writing and received by the Secretary of the Corporation at the principal executive office of the Corporation (a) in the event of an annual meeting of stockholders, not more than one hundred twenty (120) days and not less than ninety (90) days in advance of the anniversary date of the immediately preceding annual meeting provided, however, that in the event that the annual meeting is called on a date that is not within thirty (30) days before or after such anniversary date, the Stockholder Notice in order to be timely must be so received no earlier than the one hundred twentieth (120th) day prior to such annual meeting and no later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting and the tenth (10th) day following the day on which public disclosure of the date of the annual meeting was first made by the Corporation; or (b) in the event of a special meeting of stockholders (other than a Stockholder Requested Special Meeting), the Stockholder Notice shall be received by the Secretary of the Corporation no earlier than the ninetieth (90th) day prior to such special meeting and no later than the close of business on the later of the sixtieth (60th) day prior to such special meeting and the tenth (10th) day following the day on which public disclosure of the date of the special meeting was first made by the Corporation.

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(b) Each Stockholder Notice shall set forth:

(i) In connection with a proposed director nomination or the proposal of any other business, as to the stockholder giving the Stockholder Notice:

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(ii) In connection with a proposed director nomination, as to each person whom a stockholder proposes to nominate for election to the Board of Directors:

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(iii) In connection with any proposed business other than a director nomination, a description of the matter, the text of the proposed business (including the text of any resolutions proposed for consideration), and the reasons for the stockholder or the beneficial owner, if any, on whose behalf such business is being proposed to propose such business at the meeting.

(c) General:

(i) Prior to submitting (x) a Special Meeting Request or (y) a Stockholder Notice in connection with a proposed director nomination, as applicable, the stockholder providing such request or notice shall request in writing from the Secretary the form of the questionnaire, representation and agreement described in this Section 2.10(c)(i), and the Secretary shall provide such forms to the requesting stockholder within 10 days after receiving such request. The applicable notice referenced in the preceding sentence must include:

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(ii) Only persons who are nominated in accordance with the requirements set forth in these By-laws and in compliance with all applicable requirements of state and federal law, including the Exchange Act (including Rule 14a-19 under the Exchange Act), shall be eligible to stand for election at the applicable meeting of stockholders or serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the requirements set forth in these By-laws and in compliance with all applicable requirements of state and federal law, including the Exchange Act.

(iii) Any stockholder directly or indirectly soliciting proxies from other stockholders in respect of any nomination or other business must use a proxy-card color other than white which is reserved for the exclusive use by the Board of Directors.

(iv) Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, if the Board of Director determines that any requirement in these By-laws or any other applicable legal requirements has not been satisfied (including compliance with any representation or agreement required under these By-laws) as to any director nomination or other business proposed to be brought before meeting of stockholders, then the Board of Directors may elect to (x) waive such deficiency with respect to such proposed director nomination or other proposed business, (y) notify the stockholder of, and provide the stockholder with an opportunity to cure, such deficiency, or (z) decline to allow the proposed director nomination or other proposed business to be considered at the meeting, even if the Corporation has received proxies or votes in respect of those matters (which proxies and votes shall also be disregarded). Regardless of whether the Board of Directors has made such a determination with respect to a particular proposed nomination or business, at the meeting of stockholders, the chairperson of the meeting shall have the power to declare out of order and disregard any proposed nomination or other proposed business that does not, as determined by the chairperson in his or her sole discretion, comply with the requirements set forth in these By-laws (including compliance with any representation or agreement required under these By-laws) or in compliance with all applicable requirements of state and federal law, including the Exchange Act, notwithstanding that proxies in respect of such vote may have been received by the Corporation (which proxies and votes shall also be disregarded). Notwithstanding the foregoing provisions of this

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Section 2.10, if neither the stockholder giving notice nor a Qualified Representative thereof appears at the meeting to present the proposed nomination or other business, such nomination shall be disregarded and such other proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation (which proxies and votes shall also be disregarded).

(v) Unless otherwise required by law, if any stockholder or its affiliate (x) provides notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder or its applicable affiliates has met the requirements of Rule 14a-19(a)(3) under the Exchange Act), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation (which proxies and votes shall also be disregarded). If any stockholder or its affiliate provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder or affiliate shall deliver to the Corporation, no later than five business days prior to the applicable meeting, a written certification (and upon request by the Corporation, reasonable evidence) that it has met the requirements of Rule 14a-19 under the Exchange Act.

(vi) The Corporation may also, as a condition of any nomination being deemed properly brought by a stockholder before a stockholder meeting, require any proposed nominee, the stockholder giving notice and any other person on whose behalf the nomination is being made to furnish such other information (1) such person has agreed to furnish under the Stockholder Notice, questionnaire, representation and agreement delivered to the Corporation, including under such person’s agreement to update and supplement information pursuant to Section 2.10(c)(i)(B)(1), and (2) that could (as determined by the Corporation in its reasonable judgment) be required by the Corporation to determine whether the proposed nominee would be (x) considered “independent” as a member of the Board of Directors or meet the requirements for membership on the Board of Directors or any committee thereof, or (y) material to a reasonable stockholder’s understanding of the qualifications and, fitness and/or independence, or lack thereof, of any proposed nominee.

Article 3: Officers and Employees

3.1 The Board of Directors shall appoint one of its members to be the Chairman of the Board of Directors, to serve at the pleasure of the Board of Directors. He shall preside at all meetings of the Board of Directors and of the stockholders. He shall also have and may exercise such executive powers and duties as pertain to the office of Chairman of the Board of Directors, or as from time to time may be conferred upon, or assigned to, him by the Board of Directors. The Board of Directors may, in its discretion, designate a Chairman as “Executive Chairman.” Such Executive Chairman shall be an executive officer of the Corporation and shall have such powers and perform such other duties as the Board of Directors may prescribe or as may be prescribed for the Chairman in these By-laws.

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3.2 The Board of Directors may appoint (a) a Chief Executive Officer of the Corporation (who may but need not be a director or the President of the Corporation), and (b) a President of the Corporation (who may but need not be a director), in each case, to serve at the pleasure of the Board of Directors. The Chief Executive Officer shall have and may exercise such powers and duties as pertain to such office, or as from time to time may be conferred upon, or assigned to, such person by the Board of Directors. The President shall have and may exercise such powers and duties as pertain to such office, or as from time to time may be conferred upon, or assigned to, such person by the Board of Directors or the Chief Executive Officer. In addition, the Board of Directors may designate the Chief Executive Officer to hold the additional office(s) of Chairman of the Board of Directors or President of the Corporation.

3.3 The Board of Directors may appoint from among its members one or more Vice Chairmen to serve at the pleasure of the Board of Directors. In the absence of the Chairman, the Board of Directors shall designate a Vice Chairman, the lead director or another member of the Board of Directors to preside at any meetings of the Board of Directors and of the stockholders. Each Vice Chairman shall have such powers and duties as may be assigned to him by the Board of Directors.

3.4 The Board of Directors shall appoint a Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of the stockholders. He or one of the Assistant Secretaries shall see that proper notices are given of all meetings of which notice is required. The Secretary shall have custody of the seal and when necessary shall attest to the same when affixed to written instruments properly executed on behalf of the Corporation; and generally, shall perform such other duties as may be prescribed from time to time by the Board of Directors, the Chairman, the Chief Executive Officer or the President.

3.5 The Board of Directors shall appoint one or more Assistant Secretaries. The Assistant Secretaries shall perform such duties as shall be prescribed by the Board of Directors, the Chairman, the Chief Executive Officer, the President or the Secretary.

3.6 The Board of Directors may appoint such other officers (who need not be directors) and attorneys-in-fact as from time to time may appear to the Board of Directors to be required or desirable to transact the business of the Corporation. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to, them by the Board of Directors, the Chief Executive Officer or the President.

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Article 4: Certificates and Transfer of Stock

4.1 Subject to the second paragraph of this Section 4.1, every holder of shares of stock of the Corporation shall be entitled to have a certificate representing all shares to which he is entitled. The certificates shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer, or by the Secretary or an Assistant Secretary. Such signatures may be facsimiles if the certificate is manually signed on behalf of a transfer agent or registrar other than the Corporation itself or an employee of the Corporation. In case any officer who signed, or whose facsimile signature has been placed upon, such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issuance. The certificates representing the stock of the Corporation shall be in such form as shall be approved by the Board of Directors.

The Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by uncertificated shares, shall be entitled upon request, to a certificate in the form set forth in the first paragraph of this Section 4.1. The Corporation may not issue stock certificates in bearer form.

4.2 Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate in the case of uncertificated securities, or by attorney lawfully constituted in writing, and, in the case of certificated securities, upon surrender and cancellation of a certificate or certificates for a like number of shares of the same class of stock, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the Corporation or its agents may reasonably require. No transfer of stock other than on the records of the Corporation shall affect the right of the Corporation to pay any dividend upon the stock to the holder of record thereof or to treat the holder of record as the holder in fact thereof for all purposes, and no transfer shall be valid, except between the parties thereto, until such transfers shall have been made upon the records of the Corporation.

4.3 With respect to voting rights, the shares of stock shall be considered indivisible. In the case of shares belonging to several persons collectively, the co-owners shall appoint a representative to act on behalf of the group.

4.4 If the loss, theft or destruction of a Certificate is reasonably established before the Board of Directors, the latter may authorized the issuance of a duplicate, provided the concerned stockholder presents before the Board of Directors a sworn statement in which the stockholder describes circumstances surrounding the loss, theft or destruction of said Certificate, and if the Board of Directors so require give the Corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board of Directors, in such sum as it may direct as indemnity against any claim which may be made against the Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed.

4.5 The Board of Directors may, in its discretion, appoint one or more banks or trust companies in any such city or cities as the Board of Directors may deem advisable, including any banking subsidiaries of the Corporation, from time to time, to act as Transfer Agents and Registrars of the stock or other securities of the Corporation; and upon such appointments being made, no stock certificate shall be valid until countersigned by one of such Agents and registered by one of such Registrars.

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4.6 In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting; and (2) in the case of the payment of dividends shall not be more than fifty (50) days prior to the day appointed for the payment of such dividends.

Article 5: Waiver of Notice

5.1 Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these By-laws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these By-laws.

Article 6: Fiscal Year

6.1 The fiscal year of the Corporation shall commence on the first day of January and shall end on the thirty-first day of December of each year.

Article 7: Profits and Dividends

7.1 Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock.

7.2 Before payment of any dividend or making any distribution of profits, there may be set aside out of any funds of the Corporation available for dividends as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conductive to the interest of the Corporation, and, the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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Article 8: Seal

8.1 The corporate seal shall have inscribed thereon the name of the Corporation and the words “Commonwealth of Puerto Rico”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Article 9: Indemnification and Advancement of Expenses

9.1 Expenses, including attorneys’ fees, incurred by any person entitled to indemnification under the Corporation’s Certificate of Incorporation in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon demand by such person and, if any such demand is made in advance of the final disposition of any such action, suit or proceeding, promptly upon receipt by the Corporation of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. Any obligation to reimburse the Corporation for expense advances shall be unsecured and no interest shall be charged thereon.

9.2 The rights to indemnification and advance of expenses provided by or granted pursuant to Article Tenth of the Certificate of Incorporation or this Article 9 shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. Subject to any applicable laws, all rights provided by or granted pursuant to Article Tenth of the Certificate of Incorporation or this Article 9 shall be deemed to be a contract between the Corporation and each director, officer, employee or agent of the Corporation who serves or served in such capacity at any time while Article Tenth of the Certificate of Incorporation or this Article 9 is in effect. Any repeal or modification of Article Tenth of the Certificate of Incorporation or this Article 9 shall not in any way diminish any rights to indemnification or advance of expenses of such directors, officers, employees or agents, or the obligations of the Corporation arising hereunder in respect of any action or omission occurring prior to the time of such repeal or modification.

9.3 The rights conferred on any person by this Article 9 shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate of Incorporation, agreement, or vote of the stockholders or disinterested directors is inconsistent with these By-laws, the provision, agreement, or vote shall take precedence.

21

Exhibit 99.1

Popular Announces Appointment of Javier D. Ferrer as

President and Chief Operating Officer

SAN JUAN, Puerto Rico – (BUSINESS WIRE) – May 10, 2024 – Popular, Inc. (NASDAQ:BPOP) announced today that its Board of Directors appointed Javier D. Ferrer as President of Popular, Inc., in addition to his current role as Chief Operating Officer (“COO”), continuing to report directly to Ignacio Alvarez, Popular’s Chief Executive Officer (“CEO”). Ferrer was also named President of Popular, Inc.’s two banking subsidiaries, Banco Popular de Puerto Rico and Popular Bank. These appointments were effective May 9, 2024.

Ferrer has been with Popular since 2014, serving as Executive Vice President and COO since 2022 and previously as Executive Vice President, Chief Legal Officer and General Counsel. He has also overseen the company’s strategic planning function since 2019. Before joining Popular, Ferrer was a founding partner of Pietrantoni Méndez & Alvarez LLC, a Puerto Rico based law firm. He also served as President and Vice-Chairman of the Board of Directors of the Government Development Bank for Puerto Rico.

As President and COO, Ferrer will continue to oversee all business units in Puerto Rico, the mainland United States and the Virgin Islands, as well as to direct Popular’s strategic planning and data analytics functions. The corporation’s administrative, communications, finance, risk management, security, legal, and technology functions will continue reporting directly to the CEO.

“Since joining Popular ten years ago, Javier has excelled in each position he has held, embracing growing responsibilities, contributing to the definition and implementation of our strategic initiatives, and demonstrating exemplary leadership,” said Alvarez. “He has also been instrumental in the execution of our Transformation, which will continue to be a priority for our organization. I look forward to continue working closely with him during this exciting time for Popular.”

About Popular, Inc.

Popular, Inc. (NASDAQ: BPOP) is the leading financial institution in Puerto Rico, by both assets and deposits, and ranks among the top 50 U.S. bank holding companies by assets. Founded in 1893, Banco Popular de Puerto Rico, Popular’s principal subsidiary, provides retail, mortgage and commercial banking services in Puerto Rico and the U.S. Virgin Islands. Popular also offers in Puerto Rico auto and equipment leasing and financing, investment banking, broker-dealer and insurance services through specialized subsidiaries. In the mainland United States, Popular provides retail, mortgage and commercial banking services through its New York-chartered banking subsidiary, Popular Bank, which has branches located in New York, New Jersey and Florida.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including without limitation those regarding Popular, Inc.’s (the “Corporation”) business, financial condition, results of operations, plans, objectives and future performance. These statements are not guarantees of future performance, are based on management’s current expectations and, by their nature, involve risks, uncertainties, estimates and assumptions. Potential factors, some of which are beyond the Corporation’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Risks and uncertainties include, without limitation, the effect of competitive and economic factors, and our reaction to those factors, the adequacy of the allowance for loan losses, delinquency trends, market risk and the impact of interest rate changes (including on our cost of deposits), our ability to attract deposits and grow our loan portfolio, capital market conditions, capital adequacy and liquidity, the effect of legal and regulatory proceedings, new regulatory requirements or accounting standards on the Corporation’s financial condition and results of operations, the occurrence of unforeseen or catastrophic events, including extreme weather events, pandemics, man-made disasters or acts of violence or war, as well as actions taken by governmental authorities in response thereto, and the direct and indirect impact of such events on Popular, our customers, service providers and third parties. Other potential factors include Popular’s ability to successfully execute its transformation initiative, including, but not limited to, achieving projected earnings, efficiencies and return on tangible common equity and accurately anticipating costs and expenses associated therewith, imposition of additional or special FDIC assessments, changes to regulatory capital, liquidity and resolution-related requirements applicable to financial institutions in response to recent developments affecting the banking sector and the impact of bank failures or adverse developments at other banks and related negative media coverage of the banking industry in general on investor and depositor sentiment regarding the stability and liquidity of banks. All statements contained herein that are not clearly historical in nature, are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions, and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, are generally intended to identify forward-looking statements.

More information on the risks and important factors that could affect the Corporation’s future results and financial condition is included in our Form 10-K for the year ended December 31, 2023 and in our Form 10-Q for the quarter ended March 31, 2024 to be filed with the Securities and Exchange Commission. Our filings are available on the Corporation’s website (www.popular.com) and on the Securities and Exchange Commission website (www.sec.gov). The Corporation assumes no obligation to update or revise any forward-looking statements or information which speak as of their respective dates.

Contacts

Popular, Inc.

Investor Relations:

Paul J. Cardillo, 212-417-6721

Senior Vice President and Investor Relations Officer

pcardillo@popular.com

or

Media Relations:

MC González Noguera, 917-804-5253

Executive Vice President and Chief Communications & Public Affairs Officer

mc.gonzalez@popular.com

Financial (English): P-EN-FIN