INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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Dealers to inform themselves about and to observe any such restrictions. In particular, but without limitation, such persons are required to comply with the restrictions on offers or sales of Notes and on distribution of this Information Memorandum and other information in relation to the Notes and the Issuer set out under "Subscription and Sale" below. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S). The Issuer has undertaken, in connection with the admission to listing of the Notes on the Official List of the Irish Stock Exchange and the admission to trading of the Notes on the Main Market of the Irish Stock Exchange, that if there shall occur any adverse change in the business or financial position of the Issuer or any change in the terms and conditions of the Notes, that is material in the context of the issuance of Notes under the Programme, the Issuer will prepare or procure the preparation of an amendment or supplement to this Information Memorandum or, as the case may be, publish a new Information Memorandum, for use in connection with any subsequent issue by the Issuer of Notes to be admitted to listing on the Official List of the Irish Stock Exchange and to trading on the Main Market of the Irish Stock Exchange. Any such supplement to this Information Memorandum will be subject to the approval for the Irish Stock Exchange prior to its publication This Information Memorandum describes certain Spanish tax implications and tax information procedures in connection with an investment in the Notes (see "Risk Factors – Risks in Relation to the Notes – Risks in Relation to Spanish Taxation", "Taxation – Taxation in Spain" and Appendix 1). Holders of Notes must seek their own advice to ensure that they comply with all procedures to ensure correct tax treatment of their Notes. Interpretation In the Information Memorandum, references to "euros", "EUR" and "€" are to the single currency of participating member states of the European Union; references to "Sterling" and "₤" are to pounds sterling; references to "U.S. Dollars" and "U.S.$" are to United States dollars; references to "Swiss Francs" and "SFr" are to Swiss francs; references to "Swedish Kronor" and "SEK" are to Swedish kronor; references to "Norwegian Kroner" and "Nkr" are to Norwegian kroner; references to "Danish Kroner" and "Dkr" are to Danish kroner; references to "Polish Zloty" and "PLN" are to Polish zloty; references to "Hungarian Forint" and "HUF" are to Hungarian forint; references to "Russian Rouble" and "RUB" are to Russian rouble; and references to "Czech Koruna" and "Kč" are to Czech koruna. Where the Information Memorandum refers to the provisions of any other document, such reference should not be relied upon and the document must be referred to for its full effect. - 4 -
TABLE OF CONTENTS Page Risk Factors.......................................................................................................................................6 Documents Incorporated by Reference.............................................................................................16 Key Features of the Programme .......................................................................................................17 Santander Consumer Finance, S.A....................................................................................................23 Certain Information in Respect of the Notes.....................................................................................47 Forms of Notes ................................................................................................................................51 Part A – Form of Multicurrency Global Note....................................................................................51 Part B – Form of Multicurrency Definitive Note...............................................................................64 Form of Final Terms........................................................................................................................76 Taxation...........................................................................................................................................82 Subscription and Sale.......................................................................................................................91 General Information.........................................................................................................................95 APPENDIX 1 ICSDS Procedures ......................................................................................................97 - 5 -
Page 1 and 2: INFORMATION MEMORANDUM DATED 9 JULY
Page 3: Neither the Issuer, the Arranger no
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 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
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,
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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
Page 99 and 100:
ICSD Customer/Participant that requ
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According to the procedure agreed u
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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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