INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

The Consumer Group also faces the risk that the design of its controls and procedures prove to be
inadequate or are circumvented. The Consumer Group has suffered losses from operational risk in the
past and there can be no assurance that the Consumer Group will not suffer material losses from
operational risk in the future.
The Consumer Group is exposed to risk of loss from legal and regulatory proceedings.
Failure to address issues appropriately such as potential conflicts of interest, legal and regulatory
requirements, ethical issues, and conduct by companies in which the Consumer Group holds strategic
investments or joint venture partners, could increase the number of litigation claims and the amount of
damages asserted against the Consumer Group or subject the Consumer Group to regulatory
enforcement actions, fines and penalties. Currently, the Bank and its subsidiaries are the subject of a
number of legal proceedings and regulatory actions. An adverse result in one or more of these
proceedings could have a material adverse effect on the Consumer Group's operating results for any
particular period.
Credit, market and liquidity risk may have an adverse effect on the Consumer Group's credit ratings
and its cost of funding.
Credit ratings affect the cost and other terms upon which the Consumer Group is able to obtain
funding. Rating agencies regularly evaluate the Consumer Group and their ratings are based on a
number of factors, including the Consumer Group's financial strength as well as conditions affecting
the financial services industry generally.
Any downgrade in the Consumer Group's ratings or even in the Banco Santander, S.A. and its
consolidated subsidiaries (the "Santander Group") rating could increase its borrowing costs, limit its
access to capital markets and adversely affect the ability of the Consumer Group's business to sell or
market its products, engage in business transactions and retain its customers. This, in turn, could
reduce the Consumer Group's liquidity and have an adverse effect on its operating results and financial
condition.
While the Consumer Group's short-term debt is currently rated investment grade by the major rating
agencies (P1 by Moody's Investors Service España, S.A., A1+ by Standard & Poor's Ratings Services
and F1+ by Fitch Ratings Ltd.), following the Santander Group's announcement of its proposed
acquisition of Sovereign Bancorp Inc. ("Sovereign"), Fitch Ratings Ltd. lowered the Santander
Group's outlook and, consequently, the Consumers Group's outlook to negative, until all the necessary
approvals relating to this acquisition had been received and they were able to assess more accurately
the scope of the risks of the integration. On 26 June 2009, Fitch affirmed their ratings and also raised
the Santander Group, and consequently the Consumer Group's, outlook from negative to stable. In
March 2009, Standard & Poor's Ratings Services revised the rating of the Santander Group and
consequently the Consumers Group's outlook, to negative based on lower expectations for economic
growth in the countries in which the Santander Group operates. In light of the difficulties in the
financial services industry and the financial markets, there can be no assurance that the rating agencies
will maintain its current ratings or outlooks. The Consumer Group's failure to maintain those ratings
and outlooks could increase the cost of its funding and adversely affect the Consumer Group's interest
margins.
- 11 -