INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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Pending the enactment of such secondary legislation, and in accordance with the consultations from the General Directorate of Taxation dated 20 January <strong>2009</strong>, the current procedures relating to the identity of Beneficial Owners, as laid down in section 44 of Royal Decree 1065/2007, remain applicable irrespective of whether or not Beneficial Owners are resident in Spain. In accordance with these consultations, Euroclear and Clearstream, Luxembourg and any other relevant clearing systems continue to require compliance with such procedures, and therefore the obligation to provide information concerning the Beneficial Owners who are not resident in Spain continues to apply. This information includes the identity and country of residence of Beneficial Owners and the amount of income received by such Beneficial Owners, and must be obtained with respect to each Payment Date by 8:00 a.m. (CET/CEDT) on such Payment Date(except with respect to Notes denominated in U.S. Dollars, for which the deadline is 2:30 p.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 information concerning the identity and residence of Beneficial Owners. The delivery of such information, while the Notes are in global form, shall generally be made through or facilitated by the relevant participants in the Clearing System. The Issuer will withhold tax at the then-applicable rate (currently 18 per cent.) from any income in respect of any principal amount of the Notes as to which the required information has not been provided or the required procedures have not been followed and will not pay any additional amounts with respect to any such withholding. See "Taxation — Taxation in Spain — Disclosure of Beneficial Owner Information in Connection with Payments" and Appendix 1 to this Information Memorandum. If the applicable Clearing System or its participants are unable to facilitate the collection of such information the Issuer or the applicable Clearing System may decline to allow Notes to be held through such Clearing System and this may affect the liquidity of such Notes. Provisions have been made for Notes, in such a case, to be represented by definitive Notes. - 20 -
Beneficial Owners must seek their own advice to ensure that the relevant Clearing System participants and the relevant Clearing System comply with all procedures described in Appendix 1 to this Information Memorandum to ensure correct tax treatment of their Notes. None of the Issuer, the Arranger, the Dealers, the Issuing and Paying Agent or the relevant Clearing Systems assume any responsibility therefore. Form of the Notes: Listing and Trading: Delivery: Selling Restrictions: The Notes will be in bearer form. Each issue of Notes will initially be represented by one or more global notes (each a "Global Note", and together the "Global Notes"). Each Global Note which is not intended to be issued in new global note form (a "Classic Global Note" or "CGN"), as specified in the relevant Final Terms, will be deposited on or around the relevant issue date with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or Euroclear, France and/or any other relevant clearing system and each Global Note which is intended to be issued in new global note form (a "New Global Note" or "NGN"), as specified in the relevant Final Terms, will be deposited on or around the relevant issue date with a common safekeeper for Euroclear and/or Clearstream, Luxembourg. Global Notes will be exchangeable for Definitive Notes in whole, but not in part, in the limited circumstances set out in the Global Notes (see "Certain Information in Respect of the Notes – Forms of Notes"). Each issue of Notes may be admitted to the Official List of the Irish Stock Exchange and admitted to trading on the Main Market of the Irish Stock Exchange and/or listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation system as may be agreed between the Issuer and the relevant Dealer. No Notes may be issued on an unlisted basis. The Notes will be available in London for delivery to Euroclear or Clearstream, Luxembourg or Euroclear, France or to any other recognised clearing system (as its nominee or depositary) in which the Notes may from time to time be held. The offering and sale of the Notes is subject to all applicable selling restrictions including, without limitation, those of the United States of America, the United Kingdom, Japan, the Kingdom of Spain, France, Norway, Hungary, the Russian Federation and the Kingdom of Sweden (see "Subscription and Sale"). - 21 -
Page 1 and 2: INFORMATION MEMORANDUM DATED 9 JULY
Page 3 and 4: Neither the Issuer, the Arranger no
Page 5 and 6: TABLE OF CONTENTS Page Risk Factors
Page 7 and 8: can be no assurance that the Consum
Page 9 and 10: Consumer Group's use of observed hi
Page 11 and 12: The Consumer Group also faces the r
Page 13 and 14: Holders of beneficial interests in
Page 15 and 16: Insolvency Law could affect the ran
Page 17 and 18: Issuer: Risk Factors: Arranger: Dea
Page 19: Status of the Notes: Taxation: Disc
Page 23 and 24: SANTANDER CONSUMER FINANCE, S.A. Hi
Page 25 and 26: Excluding this unit, net allocation
Page 27 and 28: The Mortgage financing business dec
Page 29 and 30: SPAIN AND PORTUGAL The following ta
Page 31 and 32: Financial assets held for trading (
Page 33 and 34: Deposits from credit institutions 2
Page 35 and 36: Recent Developments The most signif
Page 37 and 38: At the date of preparation of the 2
Page 39 and 40: Banco Santander Consumer Portugal,
Page 41 and 42: Millions of Euros (*) 2008 2007 San
Page 43 and 44: At the date of preparation of these
Page 45 and 46: Consequently, at 31 December 2008,
Page 47 and 48: Key Information CERTAIN INFORMATION
Page 49 and 50: credits under the limited events re
Page 51 and 52: 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
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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
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(b) Wealth Tax (Impuesto sobre el P
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They will be subject to NRIT (as de
Page 89 and 90:
In light of the above, the Issuer,
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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
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APPENDIX 1 ICSDS PROCEDURES Spanish
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ICSD Customer/Participant that requ
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According to the procedure agreed u
Page 103 and 104:
Article II. Quick refund procedure
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enefit of the beneficial owners. Th
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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