INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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Issuer/Certification Agent a "one-off document" stating, where the ICSDs act under a Power of Attorney in the name and on behalf of their Customers/Participants: (1) That the relevant ICSD has checked that each Power of Attorney is duly completed and that at the time of being used it has not been cancelled or revoked; (2) That each Power of Attorney has been signed by an authorised signatory of the relevant ICSD's Customer/Participant; (3) That the ICSDs will in specific cases make available to the Issuer, upon written request from the latter, copies of particular Power of Attorney(s) in case of audit or similar request from the Spanish tax authorities. The submission of such copies will be made by the relevant ICSD within a five (5) business days period as of the receipt of the issuer's request. The ICSDs commit themselves to maintain copies of the relevant Power of Attorney(s) for four (4) years following the end of the period to make withholding payments to the Spanish Treasury corresponding to each relevant Payment Date (generally the 20 th calendar day of the month following the relevant Payment Date). If the Issuer notifies the ICSDs in writing that it is the subject of a tax audit, the ICSD should undertake to maintain copies of the relevant Power of Attorney(s) until the relevant statute of limitations applicable to any tax year subject to audit expires. (4) That the aforementioned representations are deemed to be repeated on each date on which the ICSDs act under a Power of Attorney in the name and on behalf of their Customers/Participants (i.e. on each relevant Payment Date). 8. On Payment date and no later than 10:30 CET: The ICSDs transmit to the Depository electronically by email/secured email (or by fax, if necessary) the following documentation: (i) (ii) (iii) the final breakdown Cover letter including the total ICSD's global position -–as of the close of business on Record Date-– subject to tax and the total global position held through the ICSD for which applications for immediate refund have been submitted (in electronic format), exclusively with respect to the ICSD's Customers/Participants that request immediate refund (whether such request refers to the whole or part of the position held by such ICSD´s Customer/Participant in the Notes), the final breakdown of the aggregate (i.e. global) position held by each of such ICSD Customers/Participants in the Notes (i.e. including exempt and non-exempt positions) as of the close of business on Record Date, as reflected in the Annexes and in line with each Customer/Participant position in the ICSDs books, copies of the relevant Annexes per ICSDs' Customer/Participant, duly completed (i.e. the second part of each Annex detailing the list of Beneficial Owners requesting immediate refund and the mandatory information), signed and dated as of close of business on Record Date plus the consolidated list of Beneficial Owners in an electronic format. - 100 -
According to the procedure agreed upon with the Paying Agent/Issuer/Certification Agent the Depository will in turn transmit such information in the same electronic format to the Paying Agent, which will subsequently inform the Issuer/Certification Agent. Also no later than 10:30 CET on Payment Date the ICSDs will send a copy of that same information in the same electronic format to the Issuer/Certification Agent. ICSDs´ Customers/Participants in respect of which the relevant documentation is not received by the Depository (and subsequently by the Issuer/Certification Agent) before the above deadline (i.e. 10:30 CET on the relevant Payment Date), and for which no immediate correction is possible on Payment Date as described in point 9 of this Article I, will be paid by the Issuer net of any applicable Spanish withholding taxes (currently, 18 per cent.) and relief will have to be obtained by following the Quick Refund Procedure mentioned in Article II below. 9. At 10:30 CET on the relevant Payment Date, the Issuer/Certification Agent will commence a final review of the documentation submitted by the ICSDs through the Depository. Based on this review, the Issuer/Certification Agent will issue a Final Payment Report containing the total position in the Notes of each ICSD Customer/Participant that should be paid gross –for which immediate refund is requested– and the total position that should be paid net of the applicable Spanish withholding taxes. Among other circumstances, the following will result in the Issuer's payment corresponding to an ICSD's Customer/Participant to be paid, in whole or in part, net of the applicable Spanish withholding tax (currently, 18 per cent.): - The existence of an inconsistency between the Final Beneficial Owner Information submitted by an ICSD Customer/Participant (as reflected in the relevant Annex signed by or on behalf of such Customer/Participant) and the aggregate (i.e. global) position(s) (i.e. including exempt and non-exempt positions) held in the Notes by such Customer/Participant at the close of business on Record Date, as provided by the ICSDs, when applicable. - The Annex does not contain the complete beneficial owner information requested by the Spanish law. - The Annex is not duly signed and dated on Record Date or on the relevant Payment Date for immediate refund. - The Annex contains Beneficial Owner Information which would lead the Issuer/Certification Agent to determine the non-eligibility of the beneficial owner for tax exemption established by Spanish law. However, for the benefit of the final investors the Issuer/Certification Agent will immediately contact the ICSD in case of detected discrepancy and will try to solve it before giving its paying instruction. In case the relevant ICSD is not able to provide the appropriate information or copy of documents before 12:30 CET on such Payment Date, the payments by the Issuer regarding the affected position will be made, in whole or in part, as applicable, net of the applicable Spanish withholding taxes. Refunds (if any) will have to be obtained by following the Quick Refund Procedure mentioned in Article II below. - 101 -
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INFORMATION MEMORANDUM DATED 9 JULY
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Neither the Issuer, the Arranger no
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TABLE OF CONTENTS Page Risk Factors
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can be no assurance that the Consum
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Consumer Group's use of observed hi
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The Consumer Group also faces the r
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Holders of beneficial interests in
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Insolvency Law could affect the ran
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Issuer: Risk Factors: Arranger: Dea
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Status of the Notes: Taxation: Disc
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Beneficial Owners must seek their o
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SANTANDER CONSUMER FINANCE, S.A. Hi
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Excluding this unit, net allocation
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The Mortgage financing business dec
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SPAIN AND PORTUGAL The following ta
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Financial assets held for trading (
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Deposits from credit institutions 2
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Recent Developments The most signif
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At the date of preparation of the 2
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Banco Santander Consumer Portugal,
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Millions of Euros (*) 2008 2007 San
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At the date of preparation of these
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Consequently, at 31 December 2008,
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Key Information CERTAIN INFORMATION
Page 49 and 50: credits under the limited events re
Page 51 and 52: FORMS OF NOTES Part A - Form of Mul
Page 53 and 54: (iii) (iv) (v) (vi) (vii) in respec
Page 55 and 56: 9. If the Maturity Date (or, as the
Page 57 and 58: (b) the period beginning on (and in
Page 59 and 60: 16. Instructions by the Issuer expr
Page 61 and 62: AUTHENTICATED by CITIBANK, N.A. Sig
Page 63 and 64: FINAL TERMS [Completed Final Terms
Page 65 and 66: 2. All payments in respect of this
Page 67 and 68: 7. If the Maturity Date (or, as the
Page 69 and 70: (b) in the case of a Note which spe
Page 71 and 72: (d) Service of process: The Issuer
Page 73 and 74: were the number of months specified
Page 75 and 76: FINAL TERMS [Completed Final Terms
Page 77 and 78: 8. Maturity Date: [ ] [May not be l
Page 79 and 80: [Moody's Investors Service Ltd.: [
Page 81 and 82: PART B - OTHER INFORMATION 1. INTER
Page 83 and 84: levy, generalising the Value Added
Page 85 and 86: (b) Wealth Tax (Impuesto sobre el P
Page 87 and 88: They will be subject to NRIT (as de
Page 89 and 90: In light of the above, the Issuer,
Page 91 and 92: 1. General SUBSCRIPTION AND SALE Ea
Page 93 and 94: 7. Norway This Information Memorand
Page 95 and 96: Clearing of the Notes GENERAL INFOR
Page 97 and 98: APPENDIX 1 ICSDS PROCEDURES Spanish
Page 99: ICSD Customer/Participant that requ
Page 103 and 104: Article II. Quick refund procedure
Page 105 and 106: enefit of the beneficial owners. Th
Page 107 and 108: Article IV. Summary of certificatio
Page 109 and 110: EXHIBIT II [English translation pro
Page 111 and 112: EXHIBIT III [English translation pr
Page 113 and 114: REGISTERED OFFICE OF THE ISSUER San
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