INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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The international security identification number of each issue of Notes will be specified in the relevant Final Terms. Legislation under which the Notes and related contractual documentation, and the Deed of Covenant have been created The status of the Notes, the capacity of the Issuer and the relevant corporate resolutions shall be governed by Spanish law. Any non-contractual obligations arising out of or in connection with the Notes, the terms and conditions of the Notes and all related contractual documentation will be governed by, and construed in accordance with, English law. Form of the Notes The Notes will be in bearer form. Each issue of Notes will initially be represented by a Global Note and, in the case of a Global Note which is not intended to be issued in new global note ("NGN") form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Notes with a depositary or common depositary for Euroclear and/or Clearstream, Luxembourg and/or Euroclear, France and/or any other relevant clearing system. Each Global Note which is intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Notes with a common safekeeper for Euroclear and/or Clearstream, Luxembourg. Each Global Note may, if so specified in the relevant Final Terms, be exchangeable for Notes in definitive bearer form in the limited circumstances specified in the relevant Global Note. On 13 June 2006 the European Central Bank (the "ECB") announced that Notes in NGN form are in compliance with the "Standards for the use of EU securities settlement systems in ESCB credit operations" of the central banking system for the euro (the "Eurosystem"), provided that certain other criteria are fulfilled. At the same time the ECB also announced that arrangements for Notes in NGN form will be offered by Euroclear and Clearstream, Luxembourg as of 30 June 2006 and that debt securities in global bearer form issued through Euroclear and Clearstream, Luxembourg after 31 December 2006 will only be eligible as collateral for Eurosystem operations if the NGN form is used. Currency of the Notes Notes may be issued in Euro, Sterling, Swiss Francs, U.S. Dollars, Russian Roubles, Swedish Kronor, Norwegian Kroner, Danish Kroner, Polish Zloty, Hungarian Forint and Czech Koruna and such other currencies as may be agreed between the Issuer and the relevant Dealer(s) from time to time and subject to the necessary regulatory requirements having been satisfied. Status of the Notes 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. In the event of insolvency (concurso) of the Issuer, under Law 22/2003 (Ley Concursal) dated 9 July 2003 (the "Insolvency Law"), claims relating to Notes (unless they qualify by law as subordinated - 48 -
credits under the limited events regulated by Article 92 of the Insolvency Law) will be ordinary credits (créditos ordinarios) as defined in the Insolvency Law. Ordinary credits rank below credits against the insolvency state (créditos contra la masa) and credits with a privilege (créditos privilegiados). Rights attaching to the Notes Each issue of Notes will be the subject of Final Terms which, for the purposes of that issue only, supplements the terms and conditions set out in the relevant Global Note or, as the case may be, definitive Notes and must be read in conjunction with the relevant Notes. See "Forms of Notes" and "Form of Final Terms". Maturity of the Notes The Maturity Date applicable to each issue of Notes will be specified in the relevant Final Terms. The Maturity Date of an issue of Notes may not be less than 7 days nor more than 364 days, subject to applicable legal and regulatory requirements. Optional Redemption for Tax Reasons The Issuer may redeem Notes (in whole but not in part) 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. Prescription Claims for payment of principal and interest in respect of the Notes shall become prescribed and void unless made, in the case of principal, within ten years after the Maturity Date (or, as the case may be, the Relevant Date) or, in the case of interest, five years after the relevant Interest Payment Date in each case as specified in the relevant Final Terms. Yield Basis Notes may be issued on the basis that they will be interest bearing or they may be issued at a discount (in which case they will not bear interest). The yield basis in respect of Notes (or the discount rate, if applicable) will be set out in the relevant Final Terms. Authorisations and approvals The establishment of the Programme and the issuance of Notes pursuant thereto was authorised by resolutions of the sole shareholder of the Issuer passed on 18 October 2007 and of the Board of Directors of the Issuer passed on 19 June 2008. The update of the Programme and the issuance of Notes pursuant thereto was authorised by resolutions of the sole share holder of the Issuer passed on 25 June <strong>2009</strong> and the Board of Directors of the Issuer passed on 25 June <strong>2009</strong>. The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes. - 49 -
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 and 20: Status of the Notes: Taxation: Disc
Page 21 and 22: Beneficial Owners must seek their o
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: Key Information CERTAIN INFORMATION
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
Page 77 and 78: 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
Page 85 and 86: (b) Wealth Tax (Impuesto sobre el P
Page 87 and 88: They will be subject to NRIT (as de
Page 89 and 90: In light of the above, the Issuer,
Page 91 and 92: 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
Page 97 and 98: APPENDIX 1 ICSDS PROCEDURES Spanish
Page 99 and 100:
ICSD Customer/Participant that requ
Page 101 and 102:
According to the procedure agreed u
Page 103 and 104:
Article II. Quick refund procedure
Page 105 and 106:
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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