INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

Status of the Notes:
Taxation:
Disclosure of Beneficial
Owner Information:
The payment obligations of the Issuer pursuant to the Notes constitute
and at all times shall constitute direct, unconditional, unsubordinated
and unsecured obligations of the Issuer and rank pari passu and
rateably without any preference among themselves and (unless they
qualify by law as subordinated debts under article 92 of the
Insolvency Law (as defined below) and subject to any applicable
statutory exceptions) the payment obligations of the Issuer under the
Notes rank at least pari passu with all other unsecured and
unsubordinated indebtedness, present and future.
All payments under the Notes will be made without deduction or
withholding for or on account of any present or future Spanish
withholding taxes, except as stated in the Notes and as stated under
the heading "Taxation – Taxation in Spain".
Law 4/2008, of 23 December, abolishing the Wealth Tax levy,
generalising the Value Added Tax monthly refund system and
introducing other amendments to the tax legal system ("Law 4/2008")
was published in the Spanish Official Gazette on 25 December 2008.
Law 4/2008 amends, among other things, Additional Provision Two
of Law 13/1985, which was the source of the obligation on the Issuer
to disclose to the Spanish Tax Authorities certain information relating
to Beneficial Owners of the Notes who receive income payments.
Law 4/2008 removes the obligation on Spanish issuers or their parent
companies to provide to the Spanish tax authorities the relevant
information concerning holders of securities who are not resident in
Spain. The amended wording of Additional Provision Two of Law
13/1985, continues to impose an obligation on the Issuer to disclose to
the Spanish Tax and Supervisory Authorities the identity of certain
beneficial owners only in respect of Spanish resident holders
(individual and corporate) and non-resident holders operating through
a permanent establishment in Spain.
The implementation of the changes contemplated by Law 4/2008 is
subject to the adoption of relevant secondary legislation. At the date
of this Information Memorandum, such secondary legislation had not
yet been adopted.
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