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INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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equal to or smaller than the position which was subject to tax on Payment Date for the<br />

relevant ICSD;<br />

- exclusively with respect to the ICSD´s Customers/Participants that request Quick<br />

Refund (whether such request refers to the whole or part of the position held by such<br />

ICSD´s Customer/Participant in the Notes), the final breakdown of the aggregate (i.e.<br />

global) position held by each of such ICSD Customers/Participants in the Notes (i.e.<br />

including positions which were paid net of Spanish taxes on Payment Date, positions<br />

for which application for Quick Refund has been submitted and positions subject to<br />

tax) as of the close of business on Record Date, as reflected in the Annexes and in line<br />

with each Customer/Participant position in the ICSDs books. The number of positions<br />

for which a relevant Customer/Participant claims a Quick Refund must be equal to or<br />

smaller than the position which was subject to tax on Payment Date for that<br />

Customer/Participant;<br />

- a consolidated list of Beneficial Owners applying for Quick Refund in electronic<br />

format and copies of the relevant Annexes per ICSD's Customer/Participant (each<br />

with the relevant Final Beneficial Owner Information) duly signed and dated as of<br />

close of business on Record Date and until the Quick Refund Deadline.<br />

Not later that 14:00 CET on the Quick Refund Deadline, the ICSDs will transmit in the same<br />

electronic format a copy of this notification to the Issuer/Certification Agent.<br />

Beginning as of 14:00 CET on the Quick Refund Deadline and until 10:30 CET on the second<br />

business day following the Quick Refund Deadline, the Issuer/Certification Agent will verify<br />

and validate the documentation provided by the ICSDs through the Depository in accordance<br />

with, among other, the criteria described in paragraph 9 of Article I above, and if there is any<br />

discrepancy or problem it will contact the ICSDs for corrective action. According to the<br />

procedure agreed upon with the Paying Agent, the Depository will also in turn transmit the<br />

documentation to the Paying Agent, which will subsequently inform the Issuer/Certification<br />

Agent. In particular, the Issuer will not authorize to refund the relevant withholding taxes as<br />

per this Quick Refund Procedure if, as a result of the review performed by the<br />

Issuer/Certification Agent of the documentation submitted by the ICSDs (through the<br />

Depositary), it is reasonably determined that one or more beneficial owner applying for Quick<br />

Refund were already paid gross on the relevant Payment Date.<br />

5. As of 12:00 CET on the second business day following the Quick Refund Deadline: All the<br />

original Annexes relevant to the Immediate Refund and the original ones related to the Quick<br />

Refund are sent together (but separated in two different packages) by the ICSDs to the<br />

Depository which in turn will deliver them to the Paying Agent and then to the<br />

Issuer/Certification Agent. The original Annexes should be sent to the Depository at the latest<br />

on the 15 th calendar day of the month immediately following the relevant Payment Date.<br />

6. As of 12:00 CET on the second business day following the Quick Refund Deadline: The Paying<br />

Agent, pursuant to the instructions received from the Issuer/Certification Agent, sends<br />

electronically to the ICSDs a copy of the credit advice for the total Quick Refund amount<br />

including the breakdown per reclaim and pays in a single payment the Quick Refund amounts<br />

respectively to the accounts of Clearstream and Euroclear with current value date for the<br />

- 104 -

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