INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

Banco Santander Consumer Portugal, S.A. (formerly Interbanco, S.A.)
In September 2005 the Issuer and the Portuguese company SAG Gest - Soluções Automóvel Globais,
SGPS, S.A. ("SAG Gest") reached an agreement to jointly provide consumer finance and vehicle
financing services in Portugal and operate the vehicle full-service lease business in Spain and Portugal.
Consequently, in 2006 the Issuer acquired a 50.001% interest from this Company in the share capital
of the Portuguese company Interbanco, S.A. for €124,552,000.
In January 2007 the Issuer and its subsidiary Santander Consumer, E.F.C., S.A. integrated the business
of their branches in Portugal into Interbanco, S.A. This Portuguese credit institution performed a
capital increase at par which was subscribed by the Issuer and Santander Consumer, E.F.C., S.A.
through non-monetary contributions valued by an independent expert, under the expert's own
responsibility, at €7,944,000 and €13,261,000, respectively. This transaction did not give rise to any
gain or loss for the Consumer Group.
Also, the Issuer wrote a put option in favour of SAG Gest which gave SAG Gest the right to sell,
within three months from 14 September 2007, its shares of Banco Santander Consumer Portugal, S.A.
for the same amount as that paid by the Issuer when it acquired a controlling interest in this entity, plus
a premium of €10 million.
In October 2007 SAG Gest exercised the put option on 28.2% of the shares of Santander Consumer
Portugal, S.A. for €97,113,000. Also, in October 2007, the Issuer wrote a put option in favour of SAG
Gest which entitled SAG Gest to sell, within ten days from 4 January 2008, the remaining 11.8% of
the shares of Banco Santander Consumer Portugal, S.A. for €40,854,000. At 31 December 2007, the
Issuer's directors considered that this option would be exercised and, consequently, the acquisition of
this 11.8% ownership interest was recognised in advance as an addition to the value of the investment
in Banco Santander Consumer Portugal, S.A. and as an account payable to SAG Gest, which was
recognised under "Financial Liabilities at Amortised Cost - Other Financial Liabilities" in the
accompanying consolidated balance sheet at 31 December 2007 (see Note 22 of the 2008 Financial
Statements, as incorporated by reference herein). In January 2008 SAG Gest exercised the
aforementioned put option.
Consequently, at the date on which these consolidated financial statements were authorised for issue,
the Issuer had a 100% interest in Banco Santander Consumer Portugal, S.A. (80% was held directly
and 20% indirectly).
Reintegra, S.A.
On 19 December 2007, Andaluza de Inversiones, S.A., a subsidiary of the Issuer, sold its 35%
ownership interest in Reintegra, S.A. (52,500 shares) to 1st Credit (Acquisition) Limited for
€10,500,000. The gain generated from this sale amounted to €9,617,000 and is recognised under
"Gains (Losses) on Disposal of Assets Not Classified as Non-Current Assets Held for Sale" in the
accompanying consolidated income statement for 2007 (see Note 44 of the 2007 Financial Statements,
as incorporated by reference herein).
Subsequently, on that same date Andaluza de Inversiones, S.A. exercised a purchase option on 35% of
the share capital of Reintegra, S.A. (52,500 shares) and acquired 37,500 shares from Compañía
Española de Seguros de Crédito a la Exportación, S.A. Compañía de Seguros y Reaseguros and 15,000
shares from D&B, S.A., respectively, for a total of €779,000.
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