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 relevant ICSD; - exclusively with respect to the ICSD´s Customers/Participants that request Quick 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 positions which were paid net of Spanish taxes on Payment Date, positions for which application for Quick Refund has been submitted and positions subject to tax) 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. The number of positions for which a relevant Customer/Participant claims a Quick Refund must be equal to or smaller than the position which was subject to tax on Payment Date for that Customer/Participant; - a consolidated list of Beneficial Owners applying for Quick Refund in electronic format and copies of the relevant Annexes per ICSD's Customer/Participant (each with the relevant Final Beneficial Owner Information) duly signed and dated as of close of business on Record Date and until the Quick Refund Deadline. Not later that 14:00 CET on the Quick Refund Deadline, the ICSDs will transmit in the same electronic format a copy of this notification to the Issuer/Certification Agent. Beginning as of 14:00 CET on the Quick Refund Deadline and until 10:30 CET on the second business day following the Quick Refund Deadline, the Issuer/Certification Agent will verify and validate the documentation provided by the ICSDs through the Depository in accordance with, among other, the criteria described in paragraph 9 of Article I above, and if there is any discrepancy or problem it will contact the ICSDs for corrective action. According to the procedure agreed upon with the Paying Agent, the Depository will also in turn transmit the documentation to the Paying Agent, which will subsequently inform the Issuer/Certification Agent. In particular, the Issuer will not authorize to refund the relevant withholding taxes as per this Quick Refund Procedure if, as a result of the review performed by the Issuer/Certification Agent of the documentation submitted by the ICSDs (through the Depositary), it is reasonably determined that one or more beneficial owner applying for Quick Refund were already paid gross on the relevant Payment Date. 5. As of 12:00 CET on the second business day following the Quick Refund Deadline: All the original Annexes relevant to the Immediate Refund and the original ones related to the Quick Refund are sent together (but separated in two different packages) by the ICSDs to the Depository which in turn will deliver them to the Paying Agent and then to the Issuer/Certification Agent. The original Annexes should be sent to the Depository at the latest on the 15 th calendar day of the month immediately following the relevant Payment Date. 6. As of 12:00 CET on the second business day following the Quick Refund Deadline: The Paying Agent, pursuant to the instructions received from the Issuer/Certification Agent, sends electronically to the ICSDs a copy of the credit advice for the total Quick Refund amount including the breakdown per reclaim and pays in a single payment the Quick Refund amounts respectively to the accounts of Clearstream and Euroclear with current value date for the - 104 -
enefit of the beneficial owners. The Paying Agent shall return any remaining amount of the 18 per cent. (or other amount, as aforesaid) to the Issuer. - 105 -
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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
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credits under the limited events re
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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 and 100: ICSD Customer/Participant that requ
Page 101 and 102: According to the procedure agreed u
Page 103: Article II. Quick refund procedure
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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INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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