Obbligazione Santander Bank 5.481% ( XS1043535092 ) in EUR

Emittente Santander Bank
Prezzo di mercato 100 EUR  ⇌ 
Paese  Spagna
Codice isin  XS1043535092 ( in EUR )
Tasso d'interesse 5.481% per anno ( pagato 4 volte l'anno)
Scadenza perpetue - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Banco Santander XS1043535092 in EUR 5.481%, scaduta


Importo minimo 100 000 EUR
Importo totale 1 500 000 000 EUR
Descrizione dettagliata Banco Santander è una delle più grandi banche al mondo per capitalizzazione di mercato, operante in Europa, America Latina e Stati Uniti, offrendo una vasta gamma di servizi finanziari.

L'attenzione del mercato obbligazionario si concentra sullo strumento di debito con codice ISIN XS1043535092, emesso da Banco Santander, colosso bancario spagnolo riconosciuto a livello globale per la sua solida presenza nei settori del retail banking, del commercial banking, del corporate banking e del wealth management, con una significativa impronta sia in Europa che nelle Americhe, consolidando la sua posizione come una delle principali istituzioni finanziarie mondiali. Questa obbligazione, denominata in Euro (EUR), presentava un tasso d'interesse annuale fisso del 5,481%, con pagamenti distribuiti su base trimestrale (4 volte all'anno). L'emissione totale ammontava a 1.500.000.000 EUR, rendendola una componente significativa nel portafoglio di debito dell'emittente, con un taglio minimo di acquisto fissato a 100.000 EUR per singolo lotto. Sebbene la sua scadenza fosse originariamente classificata come "Perpetua", è stato ufficialmente confermato che questa specifica obbligazione è giunta a conclusione ed è stata interamente rimborsata, con il prezzo di rimborso sul mercato che si è attestato al 100% del valore nominale, segnalando la completa restituzione del capitale agli investitori, un evento che, per uno strumento originariamente perpetuo, implica generalmente l'esercizio di una clausola di richiamo anticipato da parte dell'emittente.








THIS OFFERING CIRCULAR IS NOT FOR DISTRIBUTION IN THE UNITED STATES AND MAY
ONLY BE DISTRIBUTED TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN
REGULATION S (REGULATION S) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE SECURITIES ACT)) AND ARE OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following notice before continuing. The following notice applies to the
attached Offering Circular following this notice (the Offering Circular), whether received by email, accessed
from an internet page or otherwise received as a result of electronic communication, and you are therefore
advised to read this notice carefully before reading, accessing or making any other use of the Offering
Circular. In reading, accessing or making any other use of the Offering Circular, you agree to be bound by the
following terms and conditions and each of the restrictions set out in the Offering Circular, including any
modifications made to them from time to time, each time you receive any information from Banco Santander,
S.A. (the Bank) as a result of such access.
RESTRICTIONS: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE PREFERRED SECURITIES OR ANY
COMMON SHARES IN THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL
TO DO SO. THE PREFERRED SECURITIES AND THE COMMON SHARES TO BE ISSUED AND
DELIVERED IN THE EVENT OF ANY CONVERSION HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE
PREFERRED SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FORM, OR A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THIS OFFERING CIRCULAR IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON
TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. RATHER, THE COMMUNICATION OF
THIS OFFERING CIRCULAR AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE
PERSONS FALLING WITHIN ARTICLE 12, ARTICLE 19(5) OR ARTICLE 49 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, OR TO OTHER
PERSONS TO WHOM THIS OFFERING CIRCULAR MAY OTHERWISE BE DISTRIBUTED WITHOUT
CONTRAVENTION OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, OR
ANY PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE. THIS COMMUNICATION IS
BEING DIRECTED ONLY AT PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS COMMUNICATION RELATES WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. NO
OTHER PERSON SHOULD RELY ON IT.
CONFIRMATION OF YOUR REPRESENTATION: In order to be eligible to view the Offering Circular
or make an investment decision with respect to the Preferred Securities described herein, each prospective
investor in respect of the Preferred Securities must be a non-U.S. person outside the United States. By
accessing, reading or making any other use of the Offering Circular, you shall be deemed to have represented
to the Joint Lead Managers (as defined in the Offering Circular) that (1) you have understood and agree to the
terms set out herein, (2) you are (or the person you represent is) a non-U.S. person outside the United States,
and that the electronic mail (or e-mail) address to which, pursuant to your request, the Offering Circular has
been delivered by electronic transmission is not located in the United States of America, its territories and its
possessions any state of the United States and the District of Columbia (3) you consent to delivery by


electronic transmission, (4) you will not transmit the attached Offering Circular (or any copy of it or part
thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the
consent of the Joint Lead Managers and (5) you acknowledge that you will make your own assessment
regarding any legal, taxation or other economic considerations with respect to your decision to subscribe for
or purchase of any of the Preferred Securities.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into
whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the
contents of the Offering Circular, electronically or otherwise, to any other person and in particular to any U.S.
person or to any U.S. address. Failure to comply with this directive may result in a violation of the Securities
Act or the applicable laws of other jurisdictions.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires
that the offering be made by a licensed broker or dealer and the Joint Lead Managers or any affiliate of the
Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be
made by the Joint Lead Managers or such affiliate on behalf of the Bank in such jurisdiction.
Under no circumstances shall the Offering Circular constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the Preferred Securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful. Recipients of the attached document who intend to subscribe for or purchase the
Preferred Securities are reminded that any subscription or purchase may only be made on the basis of the
information contained in this Offering Circular.
The Offering Circular has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Joint Lead Managers, the Bank or any affiliate of either of them, nor any person
who controls or is a director, officer, employee or agent of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in
electronic format and the hard copy version available to you on request from the Joint Lead Managers.
The distribution of the Offering Circular in certain jurisdictions may be restricted by law. Persons into
whose possession the attached document comes are required by the Joint Lead Managers and the Bank
to inform themselves about, and to observe, any such restrictions.


Offering Circular dated 6 March 2014
BANCO SANTANDER, S.A.
(incorporated with limited liability under the laws of Spain)
1,500,000,000 Non-Step-Up Non-Cumulative Contingent
Convertible
Perpetual Preferred Tier 1 Securities
Issue Price: 100 per cent.
The 1,500,000,000 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities of 100,000 liquidation preference each (the "Preferred Securities") are being issued by Banco
Santander, S.A. (the "Bank", the "Issuer" or "Banco Santander") on 12 March 2014 (the "Closing Date"). The Bank and its consolidated subsidiaries are referred to herein as the "Group" or as the
"Santander Group".
The Preferred Securities will accrue non-cumulative cash distributions ("Distributions") (i) in respect of the period from (and including) the Closing Date to (but excluding) 12 March 2019 (the "First Reset
Date") at the rate of 6.25 per cent. per annum, and (ii) in respect of each period from (and including) the First Reset Date and every fifth anniversary thereof (each a "Reset Date") to (but excluding) the next
succeeding Reset Date (each such period, a "Reset Period"), at the rate per annum equal to the aggregate of 5.41 per cent. per annum (the "Initial Margin") and the 5-year Mid-Swap Rate for the relevant Reset
Period. Subject as provided in the terms and conditions of the Preferred Securities (the "Conditions"), such Distributions will be payable quarterly in arrear on March, June, September and December in each
year (each a "Distribution Payment Date").
All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank on the First Reset Date and on any Distribution Payment Date falling after the First Reset Date, at the liquidation
preference of 100,000 per Preferred Security plus any accrued and unpaid Distributions for the then current Distribution Period to (but excluding) the date fixed for redemption (the "Redemption Price"),
subject to the prior consent of the Regulator and otherwise in accordance with Applicable Banking Regulations then in force. The Preferred Securities are also redeemable on or after the Closing Date at the
option of the Bank in whole but not in part, at any time, at the Redemption Price if there is a Capital Event or a Tax Event, subject to the prior consent of the Regulator and otherwise in accordance with
Applicable Banking Regulations then in force.
In the event of the occurrence of the Trigger Event, the Preferred Securities are mandatorily and irrevocably convertible into newly issued ordinary shares in the capital of the Bank ("Common Shares") at the
Conversion Price. In the event of the liquidation of the Bank, prior to the occurrence of a Trigger Event, Holders will be entitled to receive (subject to the limitations described in the Conditions), in respect of
each Preferred Security, their respective liquidation preference of 100,000 plus any accrued and unpaid Distributions for the then current Distribution Period to the date of payment of the liquidation
distribution.
The Preferred Securities will be issued in bearer form and will be represented by a global Preferred Security deposited on or about the Closing Date with a common depositary for Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
The Preferrred Securities are expected to be rated Ba2 by Moody's Investors Service Limited ("Moody's"). The Issuer's long-term senior debt is currently rated investment grade by the major rating agencies--
Baa1 by Moody's Investors Service España, S.A., BBB by Standard & Poor's Ratings Services ("Standard & Poor's") and BBB+ by Fitch Ratings Ltd ("Fitch") all of which with stable outlook.
Each of Standard & Poor's, Moody's and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of Standard &
Poor's, Moody's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. A credit rating is not
a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
An investment in the Preferred Securities involves certain risks. For a discussion of these risks see "Risk Factors" beginning on page 15.
This Offering Circular does not comprise a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that
such amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive"). Application has been made to the Irish Stock Exchange Limited (the
"Irish Stock Exchange") for the Preferred Securities to be admitted to the Official List and trading on the Global Exchange Market of the Irish Stock Exchange. This Offering Circular constitutes listing
particulars for the purpose of such application and has been approved by the Irish Stock Exchange.
The Preferred Securities must not be offered, distributed or sold in Spain nor to Spanish Residents. No publicity of any kind shall be made in Spain.
The Preferred Securities and any Common Shares to be issued and delivered in the event of the occurrence of a Trigger Event have not been, and will not be, registered under the United States Securities Act of
1933, as amended (the "Securities Act") and are subject to United States tax law requirements. The Preferred Securities are being offered outside the United States in accordance with Regulation S under the
Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.
Capitalised terms used but not defined in this cover page will have the meanings set out in the Conditions.


Joint Bookrunners and Joint Lead Managers
BofA Merrill Lynch
Citigroup
Banco Santander, S.A.
UBS Investment Bank


TABLE OF CONTENTS
Page
IMPORTANT NOTICES................................................................................................. 6
INFORMATION INCORPORATED BY REFERENCE................................................... 8
OVERVIEW OF THE OFFERING................................................................................ 11
RISK FACTORS .......................................................................................................... 15
CONDITIONS OF THE PREFERRED SECURITIES................................................... 52
USE OF PROCEEDS .................................................................................................. 92
DESCRIPTION OF THE ISSUER................................................................................ 93
MARKET INFORMATION.......................................................................................... 134
DESCRIPTION OF THE SHARES ............................................................................ 138
TAXATION................................................................................................................. 149
SUBSCRIPTION, SALE AND TRANSFER................................................................ 168
GENERAL INFORMATION ....................................................................................... 172
5


IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Offering Circular and declares that,
having made all reasonable enquires and having taken all reasonable care to ensure that such is the case, the
information contained in this Offering Circular is, to the best of its knowledge, in accordance with the facts
and contains no omission likely to affect its import.
This Offering Circular should be read and construed together with any documents incorporated by reference
herein.
The Issuer has confirmed to Merrill Lynch International, Citigroup, Banco Santander, S.A. and UBS Limited
(together, the "Joint Lead Managers") that this Offering Circular contains all information which is (in the
context of the issue, offering and sale of the Preferred Securities) material; that such information is true and
accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or
intentions expressed herein are honestly held or made and are not misleading in any material respect; that this
Offering Circular does not omit to state any material fact necessary to make such information, opinions,
predictions or intentions (in such context) not misleading in any material respect; and that all proper enquiries
have been made to ascertain and to verify the foregoing.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer or the Preferred Securities other than as contained in this Offering Circular or as approved for such
purpose by the Issuer. Any such representation or information should not be relied upon as having been
authorised by the Issuer or the Joint Lead Managers.
Neither the Joint Lead Managers nor any of their respective affiliates have authorised the whole or any part of
this Offering Circular and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained in this Offering Circular. Neither the delivery of
this Offering Circular nor the offering, sale or delivery of any Preferred Security shall in any circumstances
create any implication that there has been no change in the affairs of the Issuer, or any event reasonably likely
to involve any adverse change in the condition (financial or otherwise) of the Issuer, since the date of this
Offering Circular or that any other information supplied in connection with the Preferred Securities is correct
as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The Joint Lead Managers have not separately verified the information contained or incorporated by reference
in this Offering Circular. None of the Joint Lead Managers makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information contained or
incorporated by reference in this Offering Circular or any other information supplied by the Issuer in
connection with the Preferred Securities. Neither this Offering Circular nor any such information or financial
statements of the Issuer are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer or the Joint Lead Managers that any recipient of this Offering
Circular or such information or financial statements should purchase the Preferred Securities. Each potential
purchaser of Preferred Securities should determine for itself the relevance of the information contained or
incorporated by reference in this Offering Circular and its purchase of Preferred Securities should be based
upon such investigation as it deems necessary. None of the Joint Lead Managers undertakes to review the
financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Offering
Circular nor to advise any investor or potential investor in the Preferred Securities of any information coming
to the attention of any of the Joint Lead Managers.
This Offering Circular does not constitute an offer of, or an invitation to subscribe for or purchase, any
Preferred Securities.
6


The distribution of this Offering Circular and the offering, sale and delivery of Preferred Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular come are
required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such
restrictions.
In particular, the Preferred Securities and the Common Shares have not been and will not be registered under
the Securities Act and are subject to United States tax law requirements. Subject to certain exceptions,
Preferred Securities may not be offered, sold or delivered within the United States or to U.S. persons.
In this Offering Circular, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "U.S." are to United States dollars and
references to "", "EUR" or "euro" are to the currency introduced at the start of the third stage of European
economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May
1998 on the introduction of the euro, as amended.
Certain figures included in this Offering Circular have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information contained in this Offering Circular or
incorporated by reference herein.
In connection with the issue of the Preferred Securities, Merrill Lynch International (the "Stabilising
Manager") (or any person acting on behalf of the Stabilising Manager) may over-allot Preferred Securities or
effect transactions with a view to supporting the market price of the Preferred Securities at a level higher than
that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any
person acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Preferred Securties is made and, if begun, may be ended at any time, but it must end no later than the earlier
of 30 days after the issue date of the Preferred Securities and 60 days after the date of the allotment of the
Preferred Securities. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager
(or any person acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
7


INFORMATION INCORPORATED BY REFERENCE
The information set out in the table below shall be deemed to be incorporated in, and to form part of, this
Offering Circular provided however that any statement contained in any document incorporated by
reference in, and forming part of, this Offering Circular shall be deemed to be modified or superseded for the
purpose of this Offering Circular to the extent that a statement contained herein modifies or supersedes such
statement. Any documents themselves incorporated by reference in the documents incorporated by reference
in this Offering Circular shall not form part of this Offering Circular.
The documents incorporated by reference hereto will be made available, free of charge, during usual business
hours at the specified offices of the Principal Paying and Conversion Agent, and may be viewed on the
Issuer's corporate website (www.santander.com).
For ease of reference, the tables below set out the relevant page references for the consolidated annual
accounts, the notes to the consolidated financial statements and the Auditors' reports for the years ended 31
December 2013, 2012 and 2011 for the Issuer, as set out in the respective auditors' reports, prepared in each
case in accordance with International Financial Reporting Standards as adopted by the European Union
(except for the Form 20-F which are prepared in accordance with International Financial Reporting Standards
as issued by the IASB). Any information not listed in the cross-reference tables but included in the documents
incorporated by reference is either not relevant for prospective investors in the Preferred Securities or the
relevant information is included elsewhere in this Offering Circular.
Issuer Annual Financial Information and Form 20-F
The tables below set out the relevant page references in the English language translations of the audit and
annual accounts reports (Informe de Auditoría y Cuentas Anuales) of the Issuer for the years ended 31
December 2013, 31 December 2012 and 31 December 2011 (the "2013 Audit Report", the "2012 Audit
Report", the "2011 Audit Report", respectively) where the following information incorporated by reference
in this Offering Circular can be found in the Bank's audit reports:
2013 Audit Report
Information Incorporated by Reference in this Offering Circular
Page Reference
1.
Auditor's report on Consolidated Financial Statements for the year ended 31
4
December 2013 ..........................................................................................................
2.
Audited Consolidated Balance Sheets for the year ended 31 December 2013 and
8-9
the comparative consolidated financial information of the Issuer for the years
ended 31 December 2012 and 31 December 2011 .....................................................
3.
Audited Consolidated Statements of Income for the year ended 31 December 2013
10
and the comparative consolidated financial information of the Issuer for the years
ended 31 December 2012 and 31 December 2011 .....................................................
4.
Audited Consolidated Statements of recognised income and expense for the year
11
ended 31 December 2013 and the comparative consolidated cash flow statement of
the Issuer for the years ended 31 December 2012 and 31 December 2011 ................
5.
Audited Consolidated Statements of changes in equity for the year ended 31
12-13
December 2013 and the comparative consolidated cash flow statement of the Issuer
for the year ended 31 December 2012 and 31 December 2011..................................
6.
Audited Consolidated Cash Flow Statements for the year ended 31 December 2013
14
and the comparative consolidated cash flow statement of the Issuer for the years
ended 31 December 2012 and 31 December 2011 .....................................................
7.
Notes to the Consolidated Financial Statements for the year ended 31 December
15-225
2013 ...........................................................................................................................
8


2012
Audit Report Page
Information Incorporated by Reference in this Offering Circular
Reference
1.
Auditor's report on Consolidated Financial Statements for the year ended 31
9
December 2012..........................................................................................................
2.
Audited Consolidated Balance Sheets at 31 December 2012, 2011 and 2010 ........... 14-15
3.
Audited Consolidated Income Statements for the years ended 31 December
16
2012, 2011 and 2010..................................................................................................
4.
Audited Consolidated Statements of recognised income and expense for the
17
years ended 31 December 2012, 2011 and 2010............ ........................................
5.
Audited Consolidated Statements of changes in total equity for the years ended
18-19
31 December 2012, 2011 and 2010............................................................................
6.
Audited Consolidated Statements Cash Flows for the years ended 31 December
20
2012, 2011 and 2010..................................................................................................
7.
Notes to the Consolidated Financial Statements for the year ended 31 December
21-221
2012
2011 Audit Report
Information Incorporated by Reference in this Offering Circular
Page Reference
1.
Auditor's report on Consolidated Financial Statements for the year ended 31
7
December 2011 ..........................................................................................................
2.
Audited Consolidated Balance Sheets at 31 December 2011, 2010 and 2009
10-11
3.
Audited Consolidated Income Statements for the years ended 31 December 2011, 12
2010 and 2009............................................................................................................
4.
Audited Consolidated Statements of recognised income and expense for the
13
years ended 31 December 2011, 2010 and 2009 ........................................................
5.
Audited Consolidated Statements of changes in total equity for the years ended
14-15
31 December 2011, 2010 and 2009............................................................................
6.
Audited Consolidated Statements of Cash Flows for the years ended 31
16
December 2011, 2010 and 2009
7.
Notes to the Consolidated Financial Statements for the year ended 31 December
17-172
2011............................................................................................................................
The tables below set out the relevant page references in Form 20-F of the Issuer for the year ended
31 December 2012 ("2012 Form 20-F") and Form 20-F of the Issuer for the year ended 31 December 2011
("2011 Form 20-F") where the following information incorporated by reference in this Offering Circular can
be found:
2012
Form 20-F Page
Information Incorporated by Reference in this Offering Circular
Reference
Report of Deloitte, S.L ........................................................................................................ F-1
Consolidated Balance Sheets at December 31, 2012, 2011and 2010................................... F-2
Consolidated Income Statements for the years ended December 31, 2012, 2011 and
F-3
2010.....................................................................................................................................
Consolidated Statements of recognised income and expense for the years ended
F-4
December 31, 2012, 2011 and 2010 ....................................................................................
Consolidated Statements of Changes in Total Equity for the years ended December 31,
F-5 to F-7
2012, 2011 and 2010 ...........................................................................................................
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011
F-8
and 2010..............................................................................................................................
Notes to the Consolidated Financial Statements for the year ended December 31, 2012 .... F-9 to F-337
2011
Form 20-F Page
Information Incorporated by Reference in this Offering Circular
Reference
Report of Deloitte, S.L. ...................................................................................................... F-1
Consolidated Balance Sheets at December 31, 2011, 2010 and 2009................................. F-2
9


Consolidated Income Statements for the Years ended December 31, 2011, 2010 and
F-3
2009....................................................................................................................................
Consolidated Statements of recognized income and expense for the years ended
F-4
December 31, 2011, 2010 and 2009 ...................................................................................
Consolidated Statements of Changes in Total Equity for the Years Ended December 31,
F-5 to F-7
2011, 2010 and 2009 ..........................................................................................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010
F-8
and 2009.............................................................................................................................
Notes to the Consolidated Financial Statements for the year ended December 31, 2011 ... F-9 to F-297
10