INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

Holders of beneficial interests in the Global Notes will not have a direct right to take enforcement
action against the Issuer under the relevant Notes but will have to rely upon their rights under the Deed
of Covenant dated 9 July 2009 (the "Deed of Covenant").
The Issuer may redeem the Notes for tax reasons
An optional redemption feature of Notes is likely to limit their market value. During any period when
the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise
substantially above the price at which they can be redeemed. This also may be true prior to any
redemption period.
The Issuer may be expected to redeem Notes if it has or will become obliged to pay additional
amounts pursuant to the terms and conditions of the Notes as a result of any change in, or amendment
to, the laws or regulations of the Kingdom of Spain or any political subdivision or any authority
thereof or therein having power to tax, or any change in the application or official interpretation of
such laws or regulations (including a holding by a court of competent jurisdiction) which change or
amendment becomes effective on or after the issue date of the relevant Notes and such obligation
cannot be avoided by the Issuer taking reasonable measures available to it.
Potential investors should consider the reinvestment risks in light of other investments available at the
time any Notes are so redeemed.
Risks in Relation to Spanish Taxation
Under the Spanish law, income in respect of the Notes will be subject to withholding tax in Spain,
currently at the rate of 18 per cent., in the case of individual holders who are resident for tax purposes
in Spain. The Issuer is required pursuant to Spanish Law to submit to the Spanish tax authorities
certain details relating to Beneficial Owners who receive payments on the Notes. This information
includes the identity and country of residence of each Beneficial Owner that receives income on the
Notes and the amount of income received by such Beneficial Owner, and must be obtained with
respect to each payment date (in the case of interest bearing Notes, any Interest Payment Date (as set
out in relevant Final Terms) as well as the Maturity Date or any earlier redemption date for any Notes
if such Notes were initially issued below par, for example, at a discount, with an original issue
discount (the "Payment Date")) by 8:00 a.m. (CET/CEDT) on such Payment Date and filed by the
Issuer with the Spanish tax authorities on an annual basis.
The Issuer and the Issuing and Paying Agent have arranged certain procedures with Euroclear and
Clearstream, Luxembourg that will facilitate the collection of the above-referenced information
regarding the identity and residence of Beneficial Owners. These procedures are set forth in Appendix
1 to this Information Memorandum.
The Agency Agreement provides that the Issuing and Paying Agent will, to the extent applicable,
comply with the procedures set forth in Appendix 1 to this Information Memorandum to facilitate the
collection of information concerning the identity and country of residence of Beneficial Owners. The
Issuer cannot ensure that these procedures will enable the Issuer to collect all the information
concerning the identity and country of residence of Beneficial Owners required by the Spanish tax
authorities on a timely basis.
In the event that these procedures prove ineffective or if the participants in or operators or, if
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