Bond Santander Bank 5.25% ( XS1692931121 ) in EUR

Santander Bank

100 % ⇌

Spain

XS1692931121 ( in EUR )

5.25% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond Banco Santander XS1692931121 en EUR 5.25%, maturity Perpetual

29/06/2025 ( In 43 days )

Banco Santander is a Spanish multinational banking and financial services company with significant operations in Europe, North America, and South America.

The Bond issued by Santander Bank ( Spain ) , in EUR, with the ISIN code XS1692931121, pays a coupon of 5.25% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

THIS OFFERING CIRCULAR MAY ONLY BE DISTRIBUTED TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED IN REGULATION S) 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 page (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 IN THE
UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY
PREFERRED SECURITY TO BE ISSUED HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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 ("REGULATION S")) EXCEPT
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S) IN AN OFFSHORE
TRANSACTION PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
THE ATTACHED OFFERING CIRCULAR IS BEING DISTRIBUTED ONLY TO AND DIRECTED
ONLY AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) PERSONS WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, OR (III) THOSE PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE DISTRIBUTED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE OFFERING CIRCULAR IS DIRECTED ONLY AT RELEVANT
PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE
OFFERING CIRCULAR RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE OFFERING CIRCULAR MAY ONLY
BE COMMUNICATED TO PERSONS IN THE UNITED KINGDOM IN CIRCUMSTANCES WHERE
SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 WOULD NOT, IF THE
BANK WAS NOT AN AUTHORISED PERSON, APPLY TO THE BANK.
The Preferred Securities are not intended to be sold and should not be sold to retail clients in the
EEA, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments
and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to time) other than
in circumstances that do not and will not give rise to a contravention of those rules by any person.
Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail
investors" on page 2 of the Offering Circular for further information.
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, (1) each
prospective investor in respect of the Preferred Securities must not be a retail client in the EEA, (2) each
prospective investor in respect of the Preferred Securities must be a person other than a U.S. Person, (3)
each prospective investor in respect of the Preferred Securities being offered in the United Kingdom must
be a Relevant Person and (3) each prospective investor in respect of the Preferred Securities must otherwise
be 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. By accepting this e-mail and accessing, reading or making
any other use of the attached document, you shall be deemed to have represented to the Joint Lead Managers
(as defined in the attached 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 person other than a U.S. Person, and that the electronic

mail (or e-mail) address to which, pursuant to your request, the attached document has been delivered by
electronic transmission is not located in the United States, its territories, its possessions and other areas
subject to its jurisdiction; and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands, (3) in respect of the Preferred Securities being
offered in the United Kingdom, you are (or the person you represent is) a Relevant Person, (4) you are (and
the person you represent is) otherwise a person into whose possession the Offering Circular may be lawfully
delivered in accordance with the laws of the jurisdiction in which you are (and that person is) located, (5)
you consent to delivery by electronic transmission, (6) 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 (7) 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.
If you received this document by e-mail, you should not reply by e-mail to this announcement. Any reply
e-mail communications, including those you generate by using the "Reply" function on your e-mail
software, will be ignored or rejected. If you receive this document by e-mail, your use of this e-mail is at
your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other
items of a destructive nature.
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 these 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 the Offering Circular.
This 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 nor any person who controls or is a director,
officer, employee or agent of the Joint Lead Managers, the Bank nor any affiliate 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 27 September 2017

BANCO SANTANDER, S.A.
(incorporated with limited liability under the laws of Spain)
1,000,000,000 5.25 per cent. Non-Step-Up Non-Cumulative Contingent Convertible
Perpetual Preferred Tier 1 Securities
Issue Price: 100 per cent.
The 1,000,000,000 5.25 per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities of 200,000 liquidation
preference each (the "Preferred Securities") are being issued by Banco Santander, S.A. (the "Bank", the "Issuer" or "Banco Santander") on 29
September 2017 (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) 29 September 2023 (the "First Reset Date") at the rate of 5.25 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 4.999 per cent. per annum (the "Initial Margin") and the 5-year Mid-Swap
Rate for the relevant Reset Period, with such rate per annum converted to a quarterly rate in accordance with market convention. Subject as provided in
the terms and conditions of the Preferred Securities (the "Conditions"), such Distributions will be payable quarterly in arrear on 29 March, 29 June, 29
September and 29 December in each year (each a "Distribution Payment Date"). The Bank may elect in its sole and absolute discretion, to cancel the
payment of any Distribution in whole or in part at any time that it deems necessary or desirable and for any reason. No such election to cancel the payment
of any Distribution (or part thereof) will constitute an event of default
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 200,000 per Preferred Security plus, if applicable, 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 (as defined in the Conditions) and otherwise in accordance with Applicable Banking Regulations (as defined in the Conditions)
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 (each as defined in the Conditions), 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 (as defined in the Conditions), 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 (as defined in the
Conditions).
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 200,000 plus any accrued and unpaid
Distributions for the then current Distribution Period to (but excluding) 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 SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg").
The Preferred Securities are expected to be rated Ba1 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--A3 stable outlook by Moody's Investors Service España, S.A., A- stable outlook by Standard &
Poor's Ratings Services ("Standard & Poor's"), A- stable outlook by Fitch Ratings Ltd ("Fitch"), A stable outlook by DBRS Ratings Limited ("DBRS"),
AA- stable outlook by Scope Ratings GmbH ("Scope") and AA- stable outlook by GBB-Rating Gesellschaft für Bonitätsbeurteilung GmbH ("GBB-
Rating").
Each of Standard & Poor's, Moody's, Fitch, DBRS, Scope and GBB-Rating 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, Fitch, DBRS, Scope and GBB-Rating 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 11.
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) (the "Prospectus Directive"). Application has been made to the Irish Stock Exchange plc (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. The
Global Exchange Market is not a regulated market for the purpose of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This
Offering Circular constitutes listing particulars for the purpose of such application and has been approved by the Irish Stock Exchange as listing
particulars.
The Preferred Securities must not be offered, distributed or sold in Spain or to Spanish Residents (as defined in the Conditions). 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.
The Preferred Securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the
Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to
time) other than in circumstances that do not and will not give rise to a contravention of those rules by any person. By making or accepting an
offer to purchase any Preferred Securities from the Issuer or the Joint Lead Managers, each prospective investor will be deemed to have
represented, warranted, and undertaken to the Issuer and each of the Joint Lead Managers that (i) it is not a retail client; and (ii) it will not
take any action which would result in a breach by the Issuer or any other person of the PI Rules (as defined herein). Potential investors should
read the whole of this document, in particular the "Risk Factors" beginning on page 11 and "Restrictions on Marketing and Sales to Retail
Investors" set out on page 2.
Joint Lead Managers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Santander Global Banking & Markets

CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
INFORMATION INCORPORATED BY REFERENCE ............................................................................ 4
OVERVIEW OF THE OFFERING ............................................................................................................. 7
RISK FACTORS ........................................................................................................................................ 11
TERMS OF THE PREFERRED SECURITIES ......................................................................................... 62
USE OF PROCEEDS ................................................................................................................................. 97
DESCRIPTION OF THE ISSUER............................................................................................................. 98
MARKET INFORMATION .................................................................................................................... 145
DESCRIPTION OF THE SHARES ......................................................................................................... 149
TAXATION ............................................................................................................................................. 159
SUBSCRIPTION, SALE AND TRANSFER ........................................................................................... 175
GENERAL INFORMATION .................................................................................................................. 178
INDEX OF DEFINED TERMS ............................................................................................................... 180

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 (see "Information Incorporated by Reference" below).
The Issuer has confirmed to Banco Santander, S.A., Barclays Bank PLC, BNP Paribas and Merrill Lynch
International (together, the "Joint Lead Managers") that this Offering Circular is true, accurate and
complete in all material respects and is not misleading and there are no other facts in relation hereto the
omission of which would in the context of the issue of the Preferred Securities and the issue of the Common
Shares to be issued upon conversion of the Preferred Securities make any statement in this Offering Circular
misleading in any material respect, and all reasonable enquiries have been made to verify the foregoing;
any opinions and intentions expressed in this Offering Circular are honestly held and this Offering Circular
contains all the information which is material in the context of the issue of the Preferred Securities and the
issue of the Common Shares to be issued upon conversion of the Preferred Securities.
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 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.
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 comes
are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Preferred Securities
and on distribution of this Offering Circular and other offering circular material relating to the Preferred
Securities, see "Subscription, Sale and Transfer".

- 1 -

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, references
to "GBP", "Sterling" and "£" are to the currency of the United Kingdom 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.
The Preferred Securities may not be a suitable investment for all investors. 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.
Stabilisation
In connection with the issue of the Preferred Securities, Barclays Bank PLC (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 price of the Preferred Securities at a level higher than that which
might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the Preferred
Securities is made and, if begun, may cease 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.
Restrictions on Marketing and Sales to Retail Investors
The Preferred Securities are complex financial instruments and are not a suitable investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Preferred Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took
effect from 1 October 2015 (the "PI Instrument"). Under the rules set out in the PI Instrument (as amended
or replaced from time to time, the "PI Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Preferred Securities, must not be sold to retail clients in the EEA (as defined in the PI
Rules); and
(ii)
there must not be any communication or approval of an invitation or inducement to participate in,
acquire or underwrite such securities (or the beneficial interest in such securities) where that
invitation or inducement is addressed to or disseminated in such a way that it is likely to be received
by a retail client in the EEA (in each case, within the meaning of the PI Rules), other than in
accordance with the limited exemptions set out in the PI Rules.
The Joint Lead Managers and their affiliates are required to comply with the PI Rules. By purchasing, or
making or accepting an offer to purchase, any Preferred Securities (or a beneficial interest in such Preferred
Securities) from the Issuer and/or the Joint Lead Managers, each prospective investor will be deemed to
represent, warrant, agree with, and undertake to the Issuer and each of the Joint Lead Managers that:
(a)
it is not a retail client in any jurisdiction of the EEA;

- 2 -

(b)
whether or not it is subject to the PI Rules, it will not:
(i)
sell or offer the Preferred Securities (or the beneficial interest in such securities) to retail
clients in any jurisdiction of the EEA; or
(ii)
communicate (including the distribution of this Offering Circular) or approve an invitation
or inducement to participate in, acquire or underwrite the Preferred Securities (or any
beneficial interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a retail client in any
jurisdiction of the EEA (in each case within the meaning of the PI Rules),
in any such case other than (i) in relation to any sale of or offer to sell Preferred Securities (or any
beneficial interests therein) to a retail client in or resident in the United Kingdom, in circumstances
that do not and will not give rise to a contravention of the PI Rules by any person and/or (ii) in
relation to any sale of or offer to sell Preferred Securities (or any beneficial interests therein) to a
retail client in any EEA member state other than the United Kingdom, where (a) it has conducted
an assessment and concluded that the relevant retail client understands the risks of an investment
in the Preferred Securities (or such beneficial interests therein) and is able to bear the potential
losses involved in an investment in the Preferred Securities (or such beneficial interests therein)
and (b) it has at all times acted in relation to such sale or offer in compliance with the Markets in
Financial Instruments Directive (2004/39/EC) (MiFID) to the extent it applies to it or, to the extent
MiFID does not apply to it, in a manner which would be in compliance with MiFID if it were to
apply to it; and
(c)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the
Preferred Securities (or any beneficial interests therein), including (without limitation) any such
laws, regulations and regulatory guidance relating to determining the appropriateness and/or
suitability of an investment in the Preferred Securities (or any beneficial interests therein) by
investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Preferred Securities (or any beneficial interests therein) from the Issuer
and/or the Joint Lead Managers, the foregoing representations, warranties, agreements and undertakings
will be given by and be binding upon both the agent and its underlying client.

- 3 -

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 audited consolidated
annual accounts, the notes to the audited consolidated financial statements and the auditors' reports as of
and for the years ended 31 December 2016 and 31 December 2015 for the Issuer, as set out in the respective
annual reports, prepared in each case in accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS-EU") (except for the financial statements included in Form 20-F
which are prepared in accordance with International Financial Reporting Standards as issued by the IASB)
and the audited interim condensed consolidated financial statements as of and for the six months ended 30
June 2017 for the Issuer, as set out in the January-June 2017 Financial Report, prepared in accordance with
IAS 34 "Interim Financial Reporting". 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 2016 and 31 December 2015 (the "2016 Annual Report" and the "2015 Annual Report",
respectively) where the following information incorporated by reference in this Offering Circular can be
found in the Bank's 2016 Annual Report and 2015 Annual Report:
2016 Annual
Report Page
Information Incorporated by Reference in this Offering Circular
Reference
1.
Auditor's report on consolidated annual accounts for the year ended 31 December
2-3
2016 .....................................................................................................................
2.
Audited consolidated balance sheets as of 31 December 2016 and the comparative
5-6
consolidated financial information of the Issuer as of 31 December 2015 and 31
December 2014 ....................................................................................................
3.
Audited consolidated income statement for the year ended 31 December 2016 and
7
the comparative consolidated financial information of the Issuer for the years
ended 31 December 2015 and 31 December 2014 ...............................................
4.
Audited consolidated statements of recognised income and expense for the year
8
ended 31 December 2016 and the comparative consolidated financial
information of the Issuer for the years ended 31 December 2015 and 31
December 2014 ....................................................................................................
5.
Audited consolidated statements of changes in total equity for the year ended 31
9-11
December 2016 and the comparative consolidated financial information of the
Issuer for the year ended 31 December 2015 and 31 December 2014 .................
6.
Audited consolidated statements of cash flows for the year ended 31 December
12
2016 and the comparative consolidated financial information of the Issuer for
the years ended 31 December 2015 and 31 December 2014................................
7.
Notes to the consolidated financial statements for the year ended 31 December
13-328
2016 .....................................................................................................................

- 4 -

2015 Annual
Report Page
Information Incorporated by Reference in this Offering Circular
Reference
1.
Auditor's report on consolidated annual accounts for the year ended 31 December
1-2
2015 ....................................................................................................................
2.
Audited consolidated balance sheets as of and for the year ended 31 December
10-11
2015 and the comparative consolidated financial information of the Issuer for
the years ended 31 December 2014 and 31 December 2013...............................
3.
Audited consolidated income statements for the year ended 31 December 2015
12
and the comparative consolidated financial information of the Issuer for the
years ended 31 December 2014 and 31 December 2013 ....................................
4.
Audited consolidated statements of recognised income and expense for the year
13
ended 31 December 2015 and the comparative consolidated financial
information of the Issuer for the years ended 31 December 2014 and 31
December 2013 ...................................................................................................
5.
Audited consolidated statements of changes in total equity for the year ended 31
14-15
December 2015 and the comparative consolidated financial information of the
Issuer for the year ended 31 December 2014 and 31 December 2013 ................
6.
Audited consolidated statements of cash flows for the year ended 31 December
16
2015 and the comparative consolidated financial information of the Issuer for
the years ended 31 December 2014 and 31 December 2013...............................
7.
Notes to the consolidated financial statements for the year ended 31 December
17-206
2015 ....................................................................................................................

The table below sets out the relevant page references in the English language translations of the Financial
Report for the first half of 2017 where the following information incorporated by reference in this Offering
Circular can be found (the "2017 January-June Financial Report"):
2017 January-
June Financial
Report Page
Information Incorporated by Reference in this Offering Circular
Reference
Auditor's report on interim condensed consolidated financial statements as of and
1-12
for the six months ended 30 June 2017. ..................................................................
Condensed consolidated balance sheets as at 30 June 2017 and 31 December 2016 .
14-15
Condensed consolidated income statements for the six months ended 30 June 2017
16
and 30 June 2016 .....................................................................................................
Condensed consolidated statements of recognised income and expense for the six
17
months ended 30 June 2017 and 30 June 2016 ........................................................

The tables below set out the relevant page references in Form 20-F of the Issuer for the year ended 31
December 2016 ("2016 Form 20-F") where the following information incorporated by reference in this
Offering Circular can be found:
2016 Form 20-F
Information Incorporated by Reference in this Offering Circular
Page Reference
Report of PricewaterhouseCoopers Auditores, S.L. ...................................................
F-1
Consolidated balance sheets as of 31 December 2016, 2015 and 2014......................
F-3 to F-4
Consolidated income statements for the years ended 31 December 2016, 2015 and
F-5
2014 .........................................................................................................................
Consolidated statements of recognised income and expense for the years ended 31
F-6
December 2016, 2015 and 2014 ..............................................................................
Consolidated statements of changes in total equity for the years ended 31
F-7 to F-9
December 2016, 2015 and 2014 ..............................................................................
Consolidated statements of cash flows for the years ended 31 December 2016,
F-10
2015 and 2014 .........................................................................................................

- 5 -

2016 Form 20-F
Information Incorporated by Reference in this Offering Circular
Page Reference
Notes to the consolidated financial statements for the year ended 31 December
F-11 to F-278
2016 .........................................................................................................................

Other information incorporated by reference:
The Glossary of Alternative Performance Measures contained at pages 66 and 67 of the English language
financial report 2017 of January- June 2017 which can be found at:
https://www.santander.com/csgs/Satellite/CFWCSancomQP01/en_GB/pdf/Folleto_2T2017_INGLES.pdf

- 6 -

Document Outline

#6">In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI Instrument...
- #6">(i) certain contingent write-down or convertible securities (including any beneficial interests therein), such as the Preferred Securities, must not be sold to retail clients in the EEA (as defined in the PI Rules); and
- #6">(ii) there must not be any communication or approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial interest in such securities) where that invitation or inducement is addressed to or dissemi...
#6">The Joint Lead Managers and their affiliates are required to comply with the PI Rules. By purchasing, or making or accepting an offer to purchase, any Preferred Securities (or a beneficial interest in such Preferred Securities) from the Issuer and/or...
- #6">(a) it is not a retail client in any jurisdiction of the EEA;
- #7">(b) whether or not it is subject to the PI Rules, it will not:
  - #7">(i) sell or offer the Preferred Securities (or the beneficial interest in such securities) to retail clients in any jurisdiction of the EEA; or
  - #7">(ii) communicate (including the distribution of this Offering Circular) or approve an invitation or inducement to participate in, acquire or underwrite the Preferred Securities (or any beneficial interests therein) where that invitation or inducement ...
- #7">(c) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Preferred Securities (or any beneficial interests th...
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#24">On 23 November 2016, the European Commission published the following package of reforms (the "European Commission's Proposals"):
- #24">(i) Amendment of the CRR/CRD IV package (each as defined below): proposals for (i) a Regulation of the European Parliament and of the Council amending Regulation (EU) No 575/2013 as regards the leverage ratio, the net stable funding ratio, requirement...
- #24">(ii) Amendment of BRRD and the SRM Regulation (each as defined below): proposals for (i) a Directive of the European Parliament and of the Council on amending Directive 2014/59/EU of the European Parliament and of the Council as regards the ranking of...
#24">As the European Commission announced on such date, the proposals include the following key elements:
- #24">1. "A binding 3 per cent. leverage ratio (LR) which will prevent institutions from excessively increasing lending when they do not have enough capital;
- #24">2. A binding detailed net stable funding ratio (NSFR) which will require credit institutions and systemic investment firms to finance their long-term activities (assets and off-balance sheet items) with stable sources of funding (liabilities). This wi...
- #24">3. A requirement to have more risk-sensitive own funds (i.e. capital requirements) for institutions that trade in securities and derivatives, following Basel's work on the 'fundamental review of the trading book' (FRTB);
- #24">4. The implementation of new standards on the total loss-absorbing capacity (TLAC) of G-SIIs, which will strengthen the EU's ability to resolve failing G-SIIs while minimising risks for taxpayers;
- #24">5. Making EU rules more proportionate and to ease burden for smaller and non-complex banks without compromising their stability;
- #24">6. Making it easier for banks to lend to SMEs and fund infrastructure projects and thereby to support investments."
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#55">All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank, subject to the prior consent of the Regulator, on the First Reset Date and on any Distribution Payment Date falling after the First Reset Date, at the Rede...
- #55">(i) on or before such redemption of the Preferred Securities, the Bank replaces the Preferred Securities with instruments qualifying as Tier 1 Capital of an equal or higher quality on terms that are sustainable for the income capacity of the Bank; or
- #55">(ii) the Bank has demonstrated to the satisfaction of the Regulator that its Tier 1 Capital and Tier 2 capital would, following such redemption, exceed the capital ratios required under CRD IV by a margin that the Regulator may consider necessary on t...
#56">Furthermore, payments of Distributions in any financial year of the Bank shall be made only out of Available Distributable Items. To the extent that:
- #56">(i) the Bank has insufficient Available Distributable Items to make Distributions on the Preferred Securities scheduled for payment in the then current financial year and any equivalent payments scheduled to be made in the then current financial year ...
- #56">(ii) the Regulator, in accordance with Applicable Banking Regulations, requires the Bank to cancel the relevant Distribution in whole or in part,
#57">Therefore, Holders have no ability to cash in their investment, except:
- #57">(i) if the Bank exercises its rights to redeem or purchase the Preferred Securities in accordance with Conditions 6 and 7; or
- #57">(ii) by selling their Preferred Securities or, following the occurrence of the Trigger Event and the issue and delivery of Common Shares in accordance with Condition 5, their Common Shares, provided a secondary market exists at the relevant time for t...
#61">Each potential investor in the Preferred Securities must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial ...
- #61">(i) has sufficient knowledge and experience to make a meaningful evaluation of the Preferred Securities, the merits and risks of investing in the Preferred Securities and the information contained or incorporated by reference in this Offering Circular...
- #62">(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Preferred Securities and the impact the Preferred Securities will have on its overall investment...
- #62">(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Preferred Securities, including where the currency for payments in respect of the Preferred Securities is different from the potential investor's c...
- #62">(iv) understands thoroughly the terms of the Preferred Securities, including the provisions relating to the payment and cancellation of Distributions and the Trigger Conversion of the Preferred Securities into Common Shares, and is familiar with the b...
- #62">(v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
#62">According to the literal wording of article 44.5 of Royal Decree 1065/2007, income derived from preferred shares or debt instruments to which Law 10/2014 applies originally registered with the entities that manage clearing systems located outside Spa...
- #62">(i) identification of the securities;
- #62">(ii) income payment date (or refund if the securities are issued at discount or are segregated);
- #62">(iii) total amount of income (or total amount to be refunded if the securities are issued at discount or are segregated); and
- #62">(iv) total amount of the income corresponding to each clearing system located outside Spain.
#66">Paragraphs in italics within these Conditions are a summary of certain procedures of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, S.A. ("Clearstream" and, together with Euroclear, the "European Clearing Systems") and certain other ...
- #66">1. DEFINITIONS
  - #66">1.1 For the purposes of the Preferred Securities, the following expressions shall have the following meanings:
    - #66">(a) the rate for the Reset Date of the annual mid-swap rate for euro swap transactions maturing on the last day of such Reset Period, expressed as a percentage, which appears on the Screen Page under the heading "EURIBOR BASIS - EUR" and above the cap...
    - #66">(b) if such rate does not appear on the Screen Page at such time on such Reset Determination Date, the Reset Reference Bank Rate for such Reset Period;
    - #66">"5-year Mid-Swap Rate Quotations" means the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating euro interest rate swap transaction which:
      - #66">(a) has a term of 5 years commencing on the relevant Reset Date; and
      - #66">(b) is in an amount that is representative for a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market,
    - #68">"Conversion Price" means, in respect of the Trigger Event Notice Date, if the Common Shares are:
      - #68">(a) then admitted to trading on a Relevant Stock Exchange, the higher of:
        #68">(i) the Current Market Price of a Common Share;
        #68">(ii) the Floor Price; and
        #68">(iii) the nominal value of a Common Share at the time of conversion (being 0.50 on the Closing Date),
      - #68">(b) not then admitted to trading on a Relevant Stock Exchange, the higher of (ii) and (iii) above;
    - #68">"Current Market Price" means, in respect of a Common Share at a particular date, the average of the daily Volume Weighted Average Price of a Common Share on each of the 5 consecutive dealing days ending on the dealing day immediately preceding such d...
      - #69">(a) if the Common Shares to be issued and delivered do not rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Common Shares shall have been based on a price cum-Dividend (or cum-any other en...
      - #69">(b) if the Common Shares to be issued and delivered do rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Common Shares shall have been based on a price ex-Dividend (or ex-any other entitlem...
        #69">(i) if on each of the dealing days in the Relevant Period the Volume Weighted Average Price shall have been based on a price cum-Dividend (or cum-any other entitlement) in respect of a Dividend (or other entitlement) which has been declared or announc...
        #69">(ii) if the Volume Weighted Average Price of a Common Share is not available on one or more of the dealing days in the Relevant Period (disregarding for this purpose the proviso to the definition of Volume Weighted Average Price), then the average of ...
    - #70">"Dividend" means any dividend or distribution to Shareholders in respect of the Common Shares (including a Spin-Off) whether of cash, assets or other property (and for these purposes a distribution of assets includes without limitation an issue of Co...
      - #70">(a) where:
        #70">(i) a Dividend in cash is announced which is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the issue or delivery of Common Shares or other property or assets, or where a capitalisation of profits or reserves is announ...
        #70">(ii) there shall be any issue of Common Shares by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) where such issue is or is expressed to be in lieu of a Dividend (whether or not a Cash D...
      - #70">(b) any issue of Common Shares falling within Conditions 5.3(a) or 5.3(b) shall be disregarded;
      - #70">(c) a purchase or redemption or buy back of share capital of the Bank by or on behalf of the Bank in accordance with any general authority for such purchases or buy backs approved by a general meeting of Shareholders and otherwise in accordance with t...
      - #71">(d) if the Bank or any member of the Group shall purchase, redeem or buy back any depositary or other receipts or certificates representing Common Shares, the provisions of paragraph ((c)) above shall be applied in respect thereof in such manner and w...
      - #71">(e) where a dividend or distribution is paid or made to Shareholders pursuant to any plan implemented by the Bank for the purpose of enabling Shareholders to elect, or which may require Shareholders, to receive dividends or distributions in respect of...
    - #71">"EURIBOR" means:
      - #71">(a) the euro inter-bank offered rate administered by the Banking Federation of the European Union (or any other person which takes over the administration of that rate) for the relevant period which is published on the relevant Screen Page as of 11.00...
      - #71">(b) (if no such rate is available) the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the quotations offered for euro deposits of the relevant maturity by four major banks in the Euro-zone inte...
    - #73">"Newco Scheme" means a scheme of arrangement or analogous proceeding (Scheme of Arrangement) which effects the interposition of a limited liability company ("Newco") between the Shareholders of the Bank immediately prior to the Scheme of Arrangement ...
      - #73">(a) only ordinary shares of Newco or depositary or other receipts or certificates representing ordinary shares of Newco are issued to Existing Shareholders;
      - #73">(b) immediately after completion of the Scheme of Arrangement the only shareholders of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares of Newco, are Existing Shareholders and ...
      - #73">(c) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only ordinary shareholder (or shareholders) of the Bank;
      - #73">(d) all Subsidiaries of the Bank immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary) are Subsidiaries of the Bank (or of Newco) immediately after completion of the Scheme of Arrangement; and
      - #73">(e) immediately after completion of the Scheme of Arrangement, the Bank (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Bank immediately prio...
    - #76">"Spin-Off" means:
      - #76">(a) a distribution of Spin-Off Securities by the Bank to Shareholders as a class; or
      - #76">(b) any issue, transfer or delivery of any property or assets (including cash or shares or other securities of or in or issued or allotted by any entity) by any entity (other than the Bank) to Shareholders as a class or, in the case of or in connectio...
  - #77">1.2 References to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made in accordance therewith or under such...
  - #77">1.3 References to any issue or offer or grant to Shareholders or Existing Shareholders "as a class" or "by way of rights" shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders or Existing Shareholders, ...
  - #77">1.4 In making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as an Independent Financial Adviser determines in good faith appropriate to reflect any consolidation or s...
  - #77">1.5 For the purposes of Condition 5.3 only (a) references to the "issue" of Common Shares or Common Shares being issued shall, if not otherwise expressly specified in these Conditions, include the transfer and/or delivery of Common Shares, whether new...
- #77">2. FORM AND STATUS
  - #77">2.1 The Preferred Securities will be issued in bearer form.
  - #77">It is intended that a global Preferred Security representing the Preferred Securities will be delivered by the Bank to a common depositary for the European Clearing Systems. As a result, accountholders should note that they will not themselves receive...
  - #77">2.2 Unless previously converted into Common Shares pursuant to Condition 5, the payment obligations of the Bank under the Preferred Securities on account of the Liquidation Preference or otherwise of principal constitute direct, unconditional, unsecur...
    - #77">(a) pari passu among themselves and with (i) all other claims in respect of any liquidation preference or otherwise for principal in respect of any outstanding Additional Tier 1 Instruments and (ii) any other subordinated obligations (créditos subordi...
    - #77">(b) junior to (i) any unsubordinated obligations of the Bank, (ii) any subordinated obligations (créditos subordinados) of the Bank which become subordinated pursuant to Article 92.1º of the Insolvency Law and (iii) any other subordinated obligations ...
    - #78">(c) senior to (i) any claims for the liquidation amount of the Common Shares and (ii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the...
  - #78">2.3 No Holder may at any time exercise any right, of or claim for, deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with the Preferred Securities against any right, claim, or li...
- #78">3. DISTRIBUTIONS
  - #78">3.1 The Preferred Securities accrue Distributions:
    - #78">(a) in respect of the period from (and including) the Closing Date to (but excluding) the First Reset Date at the rate of 5.25 per cent. per annum; and
    - #78">(b) in respect of each Reset Period, at the rate per annum equal to the aggregate of the Initial Margin and the 5-year Mid-Swap Rate (quoted on an annual basis) for such Reset Period, converted to a quarterly rate in accordance with market convention ...
  - #78">3.2 The Bank will be discharged from its obligations to pay Distributions on the Preferred Securities by payment to the Principal Paying Agent for the account of the holder of the relevant Preferred Securities on the relevant Distribution Payment Date...
  - #79">3.3 The Bank may elect, in its sole and absolute discretion, to cancel the payment of any Distribution in whole or in part at any time that it deems necessary or desirable and for any reason.
  - #79">3.4 Payments of Distributions in any financial year of the Bank shall be made only out of Available Distributable Items. To the extent that (i) the Bank has insufficient Available Distributable Items to make Distributions on the Preferred Securities s...
  - #79">3.5 No Distribution will be made on the Preferred Securities until the Maximum Distributable Amount (if required) is calculated and if and to the extent that such payment would cause the Maximum Distributable Amount (if any) then applicable to the Ban...
  - #79">3.6 Distributions on the Preferred Securities will be non-cumulative. Accordingly, if any Distribution (or part thereof) is not made in respect of the Preferred Securities as a result of any election of the Bank to cancel such Distribution pursuant to...
  - #79">3.7 No such election to cancel the payment of any Distribution (or part thereof) pursuant to Condition 3.3 above or non-payment of any Distribution (or part thereof) as a result of the limitations on payment set out in Conditions 3.4 and 3.5 above wil...
  - #79">3.8 The election to cancel the payment of any Distribution (or part thereof) pursuant to Condition 3.3 above or non-payment of any Distribution (or part thereof) as a result of the limitations on payment set out in Conditions 3.4 and 3.5 above will be...
  - #79">3.9 Save as described in this Condition 3, the Preferred Securities will confer no right to participate in the profits of the Bank.
  - #79">3.10 The Agent Bank will at or as soon as practicable after the relevant time on each Reset Determination Date at which the Distribution Rate is to be determined, determine the Distribution Rate for the relevant Reset Period. The Agent Bank will cause...
  - #79">3.11 For the avoidance of doubt, the Agent Bank shall not be responsible to the Bank, the Holders or any third party as a result of the Agent Bank having relied upon any quotation, ratio or other information provided to it by any person for the purpos...
  - #80">3.12 All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 3 by the Agent Bank, shall (in the absence of wilful defaul...
- #80">4. LIQUIDATION DISTRIBUTION
  - #80">4.1 Subject as provided in Condition 4.2 below, in the event of any voluntary or involuntary liquidation or winding-up of the Bank, the Preferred Securities (unless previously converted into Common Shares pursuant to Condition 5 below) will confer an ...
  - #80">4.2 If, before such liquidation or winding-up of the Bank described in Condition 4.1, the Trigger Event occurs but the relevant conversion of the Preferred Securities into Common Shares pursuant to Condition 5 below is still to take place, the entitle...
  - #80">4.3 After payment of the relevant entitlement in respect of a Preferred Security as described in Conditions 4.1 and 4.2, such Preferred Security will confer no further right or claim to any of the remaining assets of the Bank.
- #80">5. CONVERSION
  - #80">5.1 If the Trigger Event occurs at any time on or after the Closing Date, then the Bank will:
    - #80">(a) notify the Regulator and Holders thereof immediately following such determination by the Bank through (i) the filing of a relevant event (hecho relevante) announcement with the CNMV and its publication in accordance with the rules and regulations ...
    - #80">(b) not make any further Distribution on the Preferred Securities, including any accrued and unpaid Distributions, which shall be cancelled by the Bank in accordance with Condition 3 above; and
    - #80">(c) irrevocably and mandatorily (and without any requirement for the consent or approval of Holders) convert all the Preferred Securities into Common Shares (the "Trigger Conversion") to be delivered on the relevant Conversion Settlement Date.
  - #81">5.2 Subject as provided in Condition 5.9, the number of Common Shares to be issued on Trigger Conversion in respect of each Preferred Security to be converted (the "Conversion Shares") shall be determined by dividing the Liquidation Preference of such...
  - #81">5.3 Upon the happening of any of the events described below, the Floor Price shall be adjusted as follows:
    - #81">(a) If and whenever there shall be a consolidation, reclassification/redesignation or subdivision affecting the number of Common Shares, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to such consolidation,...
    - #81">(b) If and whenever the Bank shall issue any Common Shares credited as fully paid to Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than (i) where any such Common ...
    - #82">(c)
      - #82">(i) If and whenever the Bank shall pay any Extraordinary Dividend to Shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:
      - #83">(ii) If and whenever the Bank shall pay or make any Non-Cash Dividend to Shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:
      - #83">(iii) For the purposes of the above, Fair Market Value shall (subject as provided in paragraph (a) of the definition of "Dividend" and in the definition of "Fair Market Value") be determined as at the Effective Date.
      - #83">(iv) In making any calculations for the purposes of this Condition 5.3(c), such adjustments (if any) shall be made as an Independent Financial Adviser may determine in good faith to be appropriate to reflect (A) any consolidation or sub-division of an...
    - #84">(d) If and whenever the Bank shall issue Common Shares to Shareholders as a class by way of rights, or the Bank or any member of the Group or (at the direction or request or pursuant to any arrangements with the Bank or any member of the Group) any ot...
    - #84">(e) If and whenever the Bank or any member of the Group or (at the direction or request or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity shall issue any Securities (other than Common Shares ...
    - #85">(f) If and whenever the Bank shall issue (otherwise than as mentioned in Condition 5.3(d) above) wholly for cash or for no consideration any Common Shares (other than Common Shares issued on conversion of the Preferred Securities or on the exercise of...
    - #86">(g) If and whenever the Bank or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity (otherwise than as mentioned in Conditions 5.3(d),...
    - #87">(h) If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any Securities (other than the Preferred Securities, which term shall for this purpose include any Further Pr...
    - #88">(i) If and whenever the Bank or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity shall offer any Securities in connection with whic...
    - #88">(j) If the Bank determines that a reduction to the Floor Price should be made for whatever reason, the Floor Price will be reduced (either generally or for a specified period as notified to Holders) in such manner and with effect from such date as the...
      - #88">(i) where the events or circumstances giving rise to any adjustment pursuant to this Condition 5.3 have already resulted or will result in an adjustment to the Floor Price or where the events or circumstances giving rise to any adjustment arise by vir...
      - #88">(ii) such modification shall be made to the operation of these Conditions as may be determined in good faith by an Independent Financial Adviser to be in its opinion appropriate (A) to ensure that an adjustment to the Floor Price or the economic effec...
  - #89">5.4 If the record date in respect of any consolidation, reclassification/redesignation or sub-division as is mentioned in Condition 5.3(a) above, or the record date or other due date for the establishment of entitlement for any such issue, distributio...
  - #90">5.5 If any doubt shall arise as to whether an adjustment falls to be made to the Floor Price or as to the appropriate adjustment to the Floor Price, and following consultation between the Bank and an Independent Financial Adviser, a written determinat...
  - #90">5.6 No adjustment will be made to the Floor Price where Common Shares or other Securities (including rights, warrants and options) are issued, offered, exercised, allotted, purchased, appropriated, modified or granted to, or for the benefit of, employ...
  - #90">5.7 On any adjustment, the resultant Floor Price, if a number of more decimal places than the initial Floor Price, shall be rounded down to such decimal place. No adjustment shall be made to the Floor Price where such adjustment (rounded down if appli...
  - #90">5.8 On the Trigger Conversion of the Preferred Securities, the Common Shares to be issued and delivered shall be issued and delivered subject to and as provided below and immediately on such conversion the Preferred Securities shall cease to be outsta...
  - #90">5.9 Fractions of Common Shares will not be issued on Trigger Conversion and no cash payment or other adjustment will be made in lieu thereof. Without prejudice to the generality of the foregoing, if one or more Delivery Notices and the related Preferr...
  - #90">5.10 On or prior to the Conversion Settlement Date, the Bank shall deliver to the Settlement Shares Depository such number of Common Shares as is required to satisfy in full the Bank's obligation to deliver Common Shares in respect of the Trigger Conv...
  - #91">5.11 A Holder or Selling Agent must pay (in the case of the Selling Agent by means of deduction from the net proceeds of sale referred to in Condition 5.10 above) any taxes and capital, stamp, issue and registration and transfer taxes or duties arisin...
  - #92">5.12 Neither the Principal Paying Agent nor the Agent Bank shall have any responsibility for, or liability or obligation in respect of, any loss, claim or demand incurred as a result of or in connection with a Trigger Event (or its disapplication, if ...
  - #92">5.13 Notwithstanding any other provision of this Condition 5 and subject to compliance with the provisions of the Spanish Companies Act and/or with any Applicable Banking Regulations, the Bank or any member of the Group may exercise such rights as it ...
- #92">6. OPTIONAL REDEMPTION
  - #92">6.1 The Preferred Securities are perpetual and are only redeemable in accordance with the following provisions of this Condition 6.
  - #92">6.2 Subject to Conditions 6.3 and 6.4 below, the Preferred Securities shall not be redeemable prior to the First Reset Date. All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank, subject to (i) the prior consen...
    - #92">(a) on or before such redemption of the Preferred Securities, the Bank replaces the Preferred Securities with instruments qualifying as Tier 1 Capital of an equal or higher quality on terms that are sustainable for the income capacity of the Bank; or
    - #92">(b) the Bank has demonstrated to the satisfaction of the Regulator that its Tier 1 Capital and Tier 2 capital would, following such redemption, exceed the requirements laid down in article 92(1) of the CRR and the combined buffer requirement as define...
  - #92">6.3 If, on or after the Closing Date, there is a Capital Event, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Bank, subject to the prior consent of the Regulator and otherwise in accordance with Applicable Ba...
  - #92">6.4 If, on or after the Closing Date, there is a Tax Event, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Bank, subject to the prior consent of the Regulator and otherwise in accordance with Applicable Bankin...
  - #93">6.5 The decision to redeem the Preferred Securities must be irrevocably notified by the Bank to Holders upon not less than 30 nor more than 60 days' notice prior to the relevant redemption date through the filing of a relevant event (hecho relevante) ...
  - #93">6.6 If the Bank gives notice of redemption of the Preferred Securities, then by 12:00 (CET) on the relevant redemption date, the Bank will:
    - #93">(a) irrevocably deposit with the Principal Paying Agent funds sufficient to pay the Redemption Price; and
    - #93">(b) give the Principal Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders.
  - #93">6.7 If the notice of redemption has been given, and the funds deposited and instructions and authority to pay given as required above, then on the date of such deposit:
    - #93">(a) Distributions on the Preferred Securities shall cease;
    - #93">(b) such Preferred Securities will no longer be considered outstanding; and
    - #93">(c) the Holders will no longer have any rights as Holders except the right to receive the Redemption Price.
  - #93">6.8 If either the notice of redemption has been given and the funds are not deposited as required on the date of such deposit or if the Bank improperly withholds or refuses to pay the Redemption Price of the Preferred Securities, Distributions will co...
  - #93">6.9 The Bank may not give a notice of redemption pursuant to this Condition 6 if the Trigger Event has occurred. If the Trigger Event has occurred after a notice of redemption shall have been given by the Bank but before the relevant redemption date, ...
  - #93">6.10 Following the occurrence of a Tax Event or a Capital Event, the Bank may, at any time, without the consent of the Holders, and subject to receiving consent from the Regulator, having given not less than 30 nor more than 60 days' notice to the Hol...
- #94">7. PURCHASES OF PREFERRED SECURITIES
- #94">8. UNDERTAKINGS
  - #94">(a) not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on Trigger Conversion, Common Shares could not, under any applicable law then in effect, be legally issued as fully paid;
  - #94">(b) if any offer is made to all (or as nearly as may be practicable all) Shareholders (or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any associates of the offeror) to acquire all or a majority of the i...
  - #94">(c) in the event of a Newco Scheme, take (or shall procure that there is taken) all necessary action to ensure that such amendments are made to these Conditions immediately after completion of the Scheme of Arrangement as are necessary to ensure that ...
    - #94">(i) admitted to the Relevant Stock Exchange; or
    - #94">(ii) listed and/or admitted to trading on another Recognised Stock Exchange,
  - #94">(d) issue, allot and deliver Common Shares upon Trigger Conversion subject to and as provided in Condition 5;
  - #94">(e) use all reasonable endeavours to ensure that its issued and outstanding Common Shares and any Common Shares issued upon Trigger Conversion will be admitted to listing and trading on the Relevant Stock Exchange or will be listed and/or admitted to ...
  - #94">(f) at all times keep in force the relevant resolutions needed for issue, free from pre-emptive rights, sufficient authorised but unissued Common Shares to enable Trigger Conversion of the Preferred Securities, and all rights of subscription and excha...
  - #94">(g) where the provisions of Condition 5 require or provide for a determination by an Independent Financial Adviser or a role to be performed by a Settlement Shares Depository, the Bank shall use all reasonable endeavours promptly to appoint such perso...
- #95">9. GENERAL MEETING OF HOLDERS
  - #95">9.1 The Bank may, with the consent of the Principal Paying Agent, but without the consent of the Holders amend these Conditions to (a) correct any manifest error, (b) make any amendment of a formal, minor or technical nature or to comply with mandator...
  - #95">9.2
    - #95">(a) The Bank may at any time and, if required in writing by Holders holding not less than 10 per cent in aggregate Liquidation Preference of the Preferred Securities for the time being outstanding, shall convene a General Meeting of Holders and if the...
    - #95">(b) At least 21 natural days' notice specifying the place, day and hour of the meeting shall be given to the Holders in the manner provided in Condition 11. The notice, which shall be in the English language, shall state generally the nature of the bu...
    - #95">(c) The person (who may but need not be a Holder) nominated in writing by the Bank (the "Chairman") shall be entitled to take the chair at each meeting but if no nomination is made or if at any meeting the person nominated is not present within 15 min...
    - #95">(d) At any meeting one or more Eligible Persons present and holding or representing in the aggregate not less than 5 per cent in Liquidation Preference of the Preferred Securities for the time being outstanding shall (except for the purpose of passing...
      - #96">(i) without prejudice to the provisions of Condition 3 (including, without limitation, the right of the Bank to cancel the payment of any Distributions on the Preferred Securities), a modification of the payment date in respect of any Distributions or...
      - #96">(ii) a modification of the currency in which payments under the Preferred Securities are to be made; or
      - #96">(iii) a modification of the majority required to pass an Extraordinary Resolution; or
      - #96">(iv) alteration of this proviso or the proviso to Condition 9.1(f) below,
    - #96">(e) If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice t...
    - #96">(f) At any adjourned meeting one or more Eligible Persons present (whatever the Liquidation Preference of the Preferred Securities so held or represented by them) shall (subject as provided below) form a quorum and shall (subject as provided below) ha...
    - #96">(g) Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if ten were substituted for 21 in Condition 9.1(b) and the notice shall state the rel...
  - #96">9.3
    - #96">(a) Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (...
    - #97">(b) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or the Bank or by any Eligible Person present (whatever the Liquidation Preference of the Preferred Securities held by him)...
    - #97">(c) Subject to Condition 9.2(e) if at any meeting a poll is demanded it shall be taken in the manner and, subject as provided below, either at once or after an adjournment as the Chairman may direct and the result of the poll shall be deemed to be the...
    - #97">(d) The Chairman may, with the consent of (and shall if directed by) any meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting except business, which might lawfully (but for la...
    - #97">(e) Any poll demanded at any meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.
    - #97">(f) Any director or officer of the Bank and its lawyers and financial advisers may attend and speak at any meeting. Subject to this, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting of the Holders...
    - #97">(g) Subject as provided in Condition 9.2(f), at any meeting:
      - #97">(i) on a show of hands every Eligible Person present shall have one vote; and
      - #97">(ii) on a poll every Eligible Person present shall have one vote in respect of each 200,000 or such other amount as the Principal Paying Agent shall in its absolute discretion specify in Liquidation Preference of the Preferred Securities in respect o...
    - #97">(h) Any resolution passed at a meeting of the Holders duly convened and held shall be binding upon all the Holders whether present or not present at the meeting and whether or not voting and each of them shall be bound to give effect to the resolution...
    - #97">(i) To be passed at a meeting of the Holders duly convened and held in accordance with the provisions of this Condition 9, (i) a resolution (other than an Extraordinary Resolution) shall require a majority of the persons voting on the resolution upon ...
    - #98">(j) The expression "Extraordinary Resolution" when used in this Condition 9 means a resolution to be passed by the General Meeting of Holders in connection with the following matters:
      - #98">(i) any compromise or arrangement proposed to be made between the Bank and the Holders;
      - #98">(ii) any abrogation, modification, compromise or arrangement in respect of the rights of the Holders against the Bank or against any of its property whether these rights arise under the Agency Agreement, these Conditions or the Preferred Securities or...
      - #98">(iii) any modification of the provisions contained in the Agency Agreement, these Conditions or the Preferred Securities, which is proposed by the Bank, other than as set forth in the first paragraph to Condition 9.1 above;
      - #98">(iv) any authority or approval which under the provisions of Condition 9 or the Preferred Securities is required to be given by Extraordinary Resolution; and
      - #98">(v) any appointment of any persons (whether Holders or not) as a committee or committees to represent the interests of the Holders and to confer upon any committee or committees any powers or discretions which the Holders could themselves exercise by ...
    - #98">(k) Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from time to time provided for that purpose by the Bank and any minutes signed by the Chairman of the meeting at which any resolution was pas...
    - #98">(l) For the purposes of calculating a period of natural days, no account shall be taken of the day on which a period commences or the day on which a period ends.
    - #98">(m) The initial provisions governing the manner in which Holders (including accountholders in the European Clearing Systems) may attend and vote at a meeting of the holders of Preferred Securities are set out in the Agency Agreement. The Principal Pay...
- #98">10. TAXATION
  - #98">10.1 All payments of Distributions and other amounts payable in respect of the Preferred Securities by the Bank will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments o...
  - #99">10.2 The Bank shall not be required to pay any additional amounts as referred to in Condition 10.1 in relation to any payment in respect of Preferred Securities:
    - #99">(a) to, or to a third party on behalf of, a Holder or to the beneficial owner of Preferred Securities who is liable for such Taxes in respect of such Preferred Security by reason of his having some connection with Spain other than the mere holding of ...
    - #99">(b) to, or to a third party on behalf of, a Holder or to the beneficial owner in respect of whose Preferred Security the Bank does not receive in a timely manner a duly executed and completed certificate from the Fiscal Agent, pursuant to Law 10/2014 ...
    - #99">(c) to, or to a third party on behalf of, a Holder or to the beneficial owner of Preferred Securities who failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality, residenc...
    - #99">(d) presented for payment more than thirty days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of thirty days; or
    - #99">(e) in relation to any estate, inheritance, gift, sales, transfer or similar taxes; or
    - #99">(f) to, or to a third party on behalf of, a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment, to the extent that payment would be required by the laws of Spain to be included...
  - #99">10.3 In addition, additional amounts as referred to in Condition 10.1 will not be payable with respect to any Taxes that are imposed in respect of any combination of the items set forth above.
  - #99">10.4 All payments in respect of the Preferred Securities will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 10.1 and (ii) any wi...
  - #99">10.5 For the purposes of this Condition 10, the "Relevant Date" means, in respect of any payment, the date on which such payment first becomes due and payable, except that, if the full amount of the moneys payable has not been duly received by the Pri...
- #99">11. NOTICES
- #100">12. AGENTS
- #100">13. PRESCRIPTION
- #100">14. GOVERNING LAW AND JURISDICTION
  - #100">14.1 The Preferred Securities and any non-contractual obligations arising out of or in connection with the Preferred Securities shall be governed by, and construed in accordance with, Spanish law.
- #102">(a) Legal name, place of registration and registration number of the Issuer
- #102">(b) Date of incorporation and length of life
- #102">(c) Legal form and registration details
- #102">(d) Issuer's financial statement
- #103">(e) Selected Financial Information
- #114">(f) Business Areas
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- #124">(g) Recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency
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- #132">(h) Significant new products and/or activities
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- #133">(i) Principal Markets: brief description of the principal markets in which the Issuer competes
- #134">(j) Organisational Structure
- #134">(k) Trend Information
- #138">(l) Administrative, Management and Supervisory Bodies
- #139">(m) Principal Activities Outside the Issuer
- #140">(n) Major Shareholders
- #140">(o) Legal and arbitration proceedings
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#163">In addition, investors should note that the appointment by an investor in Preferred Securities, or any person through which an investor holds Preferred Securities, of a custodian, collection agent or similar person in relation to such Preferred Secur...
- #163">1. Tax treatment of the Preferred Securities
  - #163">1.1 Individuals with tax residency in Spain
    - #163">(a) Personal Income Tax (Impuesto sobre la Renta de las Personas Físicas)
    - #164">(b) Wealth Tax (Impuesto sobre el Patrimonio)
    - #164">(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
  - #164">1.2 Legal entities with tax residency in Spain
    - #164">(a) Corporate Income Tax (Impuesto sobre Sociedades)
    - #165">(b) Wealth Tax (Impuesto sobre el Patrimonio)
    - #165">(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
  - #165">1.3 Individuals and legal entities with no tax residency in Spain
    - #165">(a) Non-Residents Income Tax (Impuesto sobre la Renta de No Residentes)
      - #165">(i) Non-Spanish tax resident investors acting through a permanent establishment in Spain
      - #165">(ii) Non-Spanish tax resident investors not operating through a permanent establishment in Spain
    - #165">(b) Wealth Tax (Impuesto sobre el Patrimonio)
    - #166">(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
  - #166">1.4 Reporting obligations
    - #166">In accordance with Section 44 paragraph 5, before the close of business on the Business Day (as defined in the Terms and Conditions of the Preferred Securities) immediately preceding the date on which any payment of interest, principal or of any amou...
      - #166">(a) the identification of the Preferred Securities with respect to which the relevant payment is made;
      - #166">(b) the date on which the relevant payment is made;
      - #167">(c) the total amount of the relevant payment of income;
      - #167">(d) the amount of the relevant payment paid to each entity that manages a clearing and settlement system for securities situated outside of Spain.
  - #167">1.5 Conversion of the Preferred Securities into Common Shares
    - #167">(a) Individuals with tax residency in Spain
    - #167">(b) Legal entities with tax residency in Spain
    - #168">Individuals and legal entities with no tax residency in Spain
      - #168">(i) Non-Spanish tax resident investors operating through a permanent establishment in Spain
      - #168">(ii) Non-Spanish tax resident investors not operating through a permanent establishment in Spain
- #168">2. Taxation on Ownership and Transfer of Common Shares
  - #168">2.1 Individuals with tax residency in Spain
    - #168">(a) Personal Income Tax (Impuesto sobre la Renta de las Personas Físicas)
      - #168">(i) Taxation of dividends
      - #168">(ii) Taxation of capital gains
    - #169">(b) Wealth Tax (Impuesto sobre el Patrimonio)
    - #169">(c) Spanish Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
  - #169">2.2 Legal entities with tax residency in Spain
    - #169">(a) Corporate Income Tax (Impuesto sobre Sociedades)
      - #169">(i) Taxation of dividends
      - #170">(ii) Taxation of capital gains
    - #170">(b) Wealth Tax (Impuesto sobre el Patrimonio)
    - #171">(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
  - #171">2.3 Individuals and legal entities with no tax residency in Spain
    - #171">(a) Non-Resident Income Tax (Impuesto sobre la Renta de No Residentes)
      - #171">(i) Non-Spanish tax resident investors operating through a permanent establishment in Spain to which the Common Shares are attributable
      - #171">(ii) Non-Spanish tax resident investors not operating through a permanent establishment in Spain to which the Common Shares are attributable
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    - #174">(b) Wealth Tax (Impuesto sobre el Patrimonio)
    - #174">(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
- #174">3. Direct refund from Spanish tax authorities procedures
- #178">4. Proposed Financial Transaction Tax
- #178">5. Foreign Account Tax Compliance Act
#180">Each of the Joint Lead Managers has agreed that:
- #180">(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue o...
- #180">(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Preferred Securities in, from or otherwise involving the United Kingdom.
#180">Any such offer, sale or delivery of the Preferred Securities or distribution of copies of this Offering Circular or any other document relating to the Preferred Securities in the Republic of Italy must be:
- #180">(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 58 of 24 February 1998, CONSOB Regulation No. 16190 of 29 October 2007 and Legislati...
- #180">(ii) in compliance with Article 129 of Legislative Decree No. 385 of 1 September 1993, as amended, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy and the relevant implementi...
- #180">(iii) in compliance with any other applicable laws and regulations or requirement I imposed by CONSOB or any other Italian authority.
#182">1. Listing
#182">2. Authorisation
#182">3. Significant/Material Change
#182">4. Auditors
#182">5. Listing Agent
#182">6. Documents on Display
- #182">(i) the constitutive documents of the Issuer;
- #183">(ii) the Agency Agreement;
- #183">(iii) the audited consolidated annual accounts of the Issuer as of and for the years ended 31 December 2016 and 2015; and
- #183">(iv) the audited interim condensed consolidated financial statements of the Issuer as of and for the six months ended 30 June 2017.
#183">7. Material Contracts
#183">8. Interests of Natural and Legal Persons Involved in the Offer of the Preferred Securities
#183">9. Legend Concerning U.S. Persons
#183">10. Listing of the Shares
#183">11. Other relationships