INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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 2009 and the Board of Directors of the Issuer passed on 25 June 2009. 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.
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