INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

Beneficial Owners not resident in Spain for tax purposes and entitled to
exemption from NRIT but on whose behalf the Issuer does not timely receive
proper evidence of their tax residence in accordance with the procedure
described in detail in Appendix 1 to this Information Memorandum may obtain a
refund of the amount withheld by following the Quick Refund Procedures
described in Article II of Appendix 1, or otherwise, directly from the Spanish tax
authorities by following the Direct Refund Procedure described in Article III of
Appendix 1 to this Information Memorandum.
Beneficial Owners who have been subject to Spanish withholding tax on any
implicit income resulting from the repayment of principal at the Maturity Date,
or at any earlier redemption date, as the case may be, of Notes initially issued
below par (for example, at a discount) with an original issue discount ("OID")
may obtain a refund of the amount withheld directly from the Spanish tax
authorities. Beneficial Owners should consult their own tax advisers regarding
their eligibility to claim a refund from the Spanish tax authorities and the
procedures to be followed in such circumstances.
(b)
Wealth Tax (Impuesto sobre el Patrimonio)
To the extent that income deriving from the Notes is exempt from NRIT, individuals
who are not resident in Spain for tax purposes who hold such Notes on the last day of
any year will be exempt from Wealth Tax.
Furthermore, individuals resident in a country with which Spain has entered into a
double tax treaty in relation to Wealth Tax that provides for taxation in such
individual's country of residence will not be subject to Wealth Tax.
If the provisions of the foregoing two paragraphs do not apply, individuals who are not
tax residents in Spain who own interest in the Notes on the last day of any year will be
subject to Wealth Tax, with no exempt amount, at marginal rates currently ranging
between 0.2 per cent. and 2.5 per cent. of the quoted averaged value of the Notes
during the last quarter of the year during which such Notes were held.
Non-Spanish resident legal entities are not subject to the Spanish Wealth Tax.
(c)
Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
Individuals who do not have tax residency in Spain who acquire ownership or other
rights over the Notes by inheritance, gift or legacy, and who are resident in a country
with which Spain has entered into a double tax treaty in relation to Inheritance and
Gift Tax will be subject to the relevant double tax treaty.
If the provisions of the foregoing paragraph do not apply, such individuals will be
subject to inheritance and Gift Tax in accordance with the applicable Spanish regional
and State legislation.
Non-Spanish resident legal entities which acquire ownership or other rights over the
Notes by inheritance, gift or legacy are not subject to the Inheritance and Gift Tax.
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