Obligation Santander Bank 4.375% ( XS0821078861 ) en EUR

Santander Bank

100 % ▼

Espagne

XS0821078861 ( en EUR )

4.375% par an ( paiement annuel )

04/09/2014 - Obligation échue

Prospectus brochure de l'obligation Banco Santander XS0821078861 en EUR 4.375%, échue

100 000 EUR

2 000 000 000 EUR

Banco Santander est une banque multinationale espagnole, l'une des plus grandes institutions financières du monde, opérant dans plusieurs pays d'Europe, d'Amérique et d'Asie.

L'Obligation émise par Santander Bank ( Espagne ) , en EUR, avec le code ISIN XS0821078861, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/09/2014

BASE PROSPECTUS

Santander International Debt, S.A.
Unipersonal
(incorporated with limited liability in Spain)
and
Santander Issuances, S.A. Unipersonal
(incorporated with limited liability in Spain)
guaranteed by
Banco Santander, S.A.
(incorporated with limited liability in Spain)
32,000,000,000 PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
This document (the "Base Prospectus") constitutes two base prospectuses for the purposes of Article 5.4 of
directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU) (the
"Prospectus Directive") (i) a base prospectus relating to instruments (the "Instruments") issued under the
programme described herein (the "Programme") by Santander International Debt, S.A. Unipersonal
("Santander International") and guaranteed by Banco Santander, S.A. ("Santander", "Banco Santander", the
"Guarantor", the "Bank", "We" or the "Parent"); and (ii) a base prospectus relating to Instruments issued
under the Programme by Santander Issuances, S.A. Unipersonal ("Santander Issuances" and, together with
Santander International, the "Issuers" (each an "Issuer")) and guaranteed by the Guarantor.
This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive
2003/71/EC. This Base Prospectus has been approved on 15 June 2015, as a base prospectus issued in
compliance with the Prospectus Directive and relevant implementing measures in Ireland for the purpose of
giving information with regard to the issue of Instruments under the Programme during the period of twelve
months after the date of its approval. The Central Bank of Ireland assumes no responsibility as to the economic
and financial soundness of the transactions and the quality or solvency of either of the Issuers or the Guarantor.
The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under
Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Instruments which are
to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be
offered to the public in any Member State of the European Economic Area. Application has been made to the
Irish Stock Exchange (the "Irish Stock Exchange") for the Instruments to be admitted to the Official List and
trading on its regulated market. This Base Prospectus will be published on the website of the Irish Stock
Exchange (www.ise.ie) and the information stated in points 1 to 13 as information incorporated by reference
under Section titled Information incorporated by Reference herein will be published on the website of Banco
Santander (www.bancosantader.com). The Programme also permits Instruments to be issued on the basis that
they will be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities,
stock exchanges and/or quotation systems as may be agreed with the relevant Issuer.
For the purposes of the Directive 2004/109/EC (the "Transparency Directive") the Home Member State is
Ireland. Santander International has Instruments admitted to trading on the Luxembourg Stock Exchange, on the
Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Scoach) and one issuance that is admitted to
trading on the Luxembourg Stock Exchange and in the Mexican Stock Exchange (Bolsa Mexicana de Valores).
Santander Issuances apart from having Instruments admitted to trading on the Luxembourg Stock Exchange, has
one issuance admitted to trading on the London Stock Exchange and two issuances admitted to trading on the
Luxembourg Stock Exchange and in the Mexican Stock Exchange (Bolsa Mexicana de Valores).
The language of the Base Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
There are certain risks related to any issue of Instruments under the Programme, which investors should ensure
they fully understand (see "Risk Factors" on pages 27 63 of this Base Prospectus). Potential purchasers should
note the statements regarding the tax treatment in Spain of income obtained in respect of the Instruments and the
disclosure requirements imposed by Law 10/2014, of 26 June 2014 on the relevant Issuer and the Guarantor in
relation to the Instruments. In particular, payments on the Instruments may be subject to Spanish withholding

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tax if certain information relating to the Instruments is not received by the relevant Issuer and the Guarantor in a
timely manner.

Arrangers for the Programme
BANCO SANTANDER, S.A.
MORGAN STANLEY
Dealers
BARCLAYS
BNP PARIBAS
BOFA MERRILL LYNCH
CITIGROUP
COMMERZBANK
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
MORGAN STANLEY
NOMURA
SANTANDER GLOBAL BANKING & MARKETS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
CRÉDIT AGRICOLE CIB

15 June 2015

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Important information relating to Public Offers of Instruments
Restrictions on Public Offers of Instruments in Relevant Member States
Certain Tranches of Instruments with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Directive to publish a prospectus. Any such offer is referred to as a "Public Offer". This Base
Prospectus has been prepared on a basis that permits Public Offers of Instruments. However, any person
making or intending to make a Public Offer of Instruments in Ireland, Luxembourg or any other Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") may only do so if this Base Prospectus has been approved by the competent authority in that Relevant
Member State (or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State) and published in accordance with the Prospectus Directive, provided
that the Issuers have consented to the use of this Base Prospectus in connection with such offer as provided
under "Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)" and the
conditions attached to that consent are complied with by the person making the Public Offer of such
Instruments.
Save as provided above, none of the Issuers, the Guarantor and any Dealer have authorised, nor do they
authorise, the making of any Public Offer of Instruments in circumstances in which an obligation arises for the
Issuers or any Dealer to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
In the context of a Public Offer of such Instruments, the Issuers and the Guarantor accept responsibility, in the
jurisdictions to which the consent to use the Base Prospectus extends, for the content of this Base Prospectus
under Article 6 of the Prospectus Directive in relation to any person (an "Investor") who acquires any
Instruments in a Public Offer made by any person to whom the Issuers have given consent to the use of this
Base Prospectus (an "Authorised Offeror") in that connection, provided that the conditions attached to that
consent are complied with by the Authorised Offeror. The consent and conditions attached to it are set out
under "Consent" and "Common Conditions to Consent" below.
None of the Issuers, the Guarantor or any Dealer makes any representation as to the compliance by an
Authorised Offeror with any applicable conduct of business rules or other applicable regulatory or Instruments
law requirements in relation to any Public Offer and none of the Issuers or any Dealer has any responsibility or
liability for the actions of that Authorised Offeror.
Save as provided below, none of the Issuers, the Guarantor and any Dealer has authorised the making of
any Public Offer by any offeror and the Issuers have not consented to the use of this Base Prospectus by
any other person in connection with any Public Offer of Instruments. Any Public Offer made without the
consent of the Issuers is unauthorised and none of the Issuers, the Guarantor and any Dealer accepts any
responsibility or liability for the actions of the persons making any such unauthorised offer. If, in the
context of a Public Offer, an Investor is offered Instruments by a person which is not an Authorised Offeror, the
Investor should check with that person whether anyone is responsible for this Base Prospectus for the purposes
of Article 6 of the Prospectus Directive in the context of the Public Offer and, if so, who that person is. If the
Investor is in any doubt about whether they can rely on this Base Prospectus and/or who is responsible for its
contents they should take legal advice.
Consent
In connection with each Tranche of Instruments and subject to the conditions set out below under "Common
Conditions to Consent", the Issuers expressly consent to the use of this Base Prospectus (as supplemented as at
the relevant time, if applicable) in connection with a Public Offer of such Instruments during the relevant Offer

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Period stated in the applicable Final Terms by the relevant Dealer and/or by any financial intermediary named as
an Authorised Offeror in the applicable Final Terms.
Common Conditions to Consent
The conditions to the Issuers' consent are that such consent:

(i)
is only valid during the Offer Period specified in the applicable Final Terms;

(ii)
only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of

Instruments in each Relevant Member State, as specified in the applicable Final Terms; and
(iii)
is subject to any other conditions set out in Part B of the applicable Final Terms.

The Issuers' consent referred to above is given for Public Offers of Instruments during the period of twelve
months from the date of approval of the Base Prospectus or shorter periods as specified in the Final Terms.
Each Tranche of Instruments may only be offered to Investors as part of a Public Offer in the Relevant Member
State(s) specified in the applicable Final Terms, or otherwise in circumstances in which no obligation arises for
the Issuer or any Dealer to publish or supplement a prospectus for such offer.
Any financial intermediary who meets all of the conditions set out above who has consent to use this Base
Prospectus in connection with a Public Offer is required, for the duration of the relevant Offer Period, to
publish on its website the statement (duly completed) specified in the paragraph below. In addition such
financial intermediary will provide information to Investors on the terms and conditions of the Offer at
the time the Offer is made.
"We, [insert legal name of financial intermediary], refer to the [insert title of relevant Instruments] (the
"Instruments") described in the Final Terms dated [insert date] (the "Final Terms") published by [Santander
International Debt, S.A.U./Santander Issuances, S.A.U.] (the "Issuer"). We hereby accept the offer by the Issuer
of its consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer of
the Instruments in [insert Ireland, Luxembourg or any other relevant Member State] (the "Offer") subject to the
conditions to such consent, as specified in the Base Prospectus, and we are using the Base Prospectus in
connection with the Offer accordingly".
ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY INSTRUMENTS IN A PUBLIC
OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
INSTRUMENTS TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN
ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS
AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO ANY SUCH
ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH THE PUBLIC OFFER OR
SALE OF THE INSTRUMENTS CONCERNED AND, ACCORDINGLY, THIS BASE PROSPECTUS
AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST
LOOK TO THE AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION
OF SUCH INFORMATION AND THE AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR
SUCH INFORMATION. NONE OF THE ISSUERS, THE GUARANTOR AND ANY DEALER
(EXCEPT WHERE SUCH DEALER IS THE RELEVANT AUTHORISED OFFEROR) HAS ANY
RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.

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The Base Prospectus should be read and construed together with any supplements thereto and with any other
documents incorporated by reference therein and, in relation to any Tranche (as defined herein) of Instruments,
should be read and construed together with the relevant Final Terms (as defined herein).
The Issuers and the Guarantor have confirmed to the Dealers that the Base Prospectus (together with the
relevant Final Terms (each "Final Terms") referred to herein) contains all such information as investors and
their professional advisers would reasonably require, and reasonably expect to find, for the purpose of making
an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the
Issuers and the Guarantor and of the rights attaching to the relevant Instruments.
Neither the Issuers nor the Guarantor has authorised the making or provision of any representation or
information regarding the Issuers, the Guarantor, and the companies whose financial statements are consolidated
with those of the Guarantor (together, the "Group" or "Santander Group") or the Instruments other than as
contained or incorporated by reference in the Base Prospectus, in the Dealership Agreement (as defined herein),
in any other document prepared in connection with the Programme or any Final Terms or as approved for such
purpose by either of the Issuers or (where applicable) the Guarantor. Any such representation or information
should not be relied upon as having been authorised by the Issuers, the Guarantor, the Dealers or any of them.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither
the Dealers nor any of their respective affiliates make any representation or warranty or accept any
responsibility, as to the accuracy or completeness of the information contained in the Base Prospectus. Neither
the delivery of the Base Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument shall
create, in any circumstances, any implication that there has been no adverse change in the financial situation
either of the Issuers or the Guarantor or the Group since the date hereof or, as the case may be, the date upon
which the Base Prospectus has been most recently amended or supplemented or the balance sheet date of the
most recent financial statements which are deemed to be incorporated into the Base Prospectus by reference.
The distribution of the Base Prospectus and any Final Terms and the offering, sale and delivery of the
Instruments in certain jurisdictions may be restricted by law. Persons into whose possession the Base
Prospectus or any Final Terms come are required by the Issuers, the Guarantor and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales
and deliveries of Instruments and on the distribution of the Base Prospectus or any Final Terms and other
offering material relating to the Instruments, see "The Instruments -- paragraph 5.2 (Plan of Distribution and
Allotment)". In particular, neither the Instruments, the Senior Guarantee nor the Subordinated Guarantee have
been or will be registered under the United States Securities Act of 1933, as amended, (the "Securities Act")
and may include Instruments in bearer form which are subject to U.S. tax law requirements. Subject to certain
exceptions, Instruments may not be offered, sold or delivered within the United States or to U.S. persons, as
defined in Regulation S under the Securities Act (the "Regulation S").
Neither the Base Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such an offer or solicitation.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Instruments in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Instruments. Accordingly any person making or intending to make an offer in that
Relevant Member State of Instruments which are the subject of an offering contemplated in this Base Prospectus
as completed by final terms in relation to the offer of those Instruments may only do so (i) in circumstances in
which no obligation arises for the relevant Issuer, the Guarantor or any Dealer to publish a prospectus pursuant
to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State and (in either case)
published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently
been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State, such offer is made in the period beginning and ending on
the dates specified for such purpose in such prospectus or final terms, as applicable, and the relevant Issuer, or
the Guarantor on its behalf, has consented in writing to its use for the purpose of such offer. Except to the
extent sub-paragraph (ii) above may apply, neither of the Issuers, nor the Guarantor nor any Dealer has
authorised, nor do they authorise, the making of any offer of Instruments in circumstances in which an

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obligation arises for the relevant Issuer, the Guarantor or any Dealer to publish or supplement a prospectus for
such offer. The expression "Prospectus Directive" means Directive 2003/71/EC, as amended (which includes
the amendments made by Directive 2010/73/EU).
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Instruments and should not be considered as a recommendation by the Issuers, the Guarantor, the
Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or
purchase any Instruments. Each recipient of this Base Prospectus or any Final Terms shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of the Issuers and the
Guarantor.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY
OVER-ALLOT INSTRUMENTS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE INSTRUMENTS AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF INSTRUMENTS AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF
INSTRUMENTS. ANY STABILISING ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED
BY THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF THE
STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
There are certain risks relating to an investment in the Instruments. See "Risk Factors".
References herein to the "Terms and Conditions" are to the Terms and Conditions of the Instruments.
Tranches of Instruments may be rated or unrated. Where a Tranche of Instruments is rated, the applicable
rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in relation
to a relevant Tranche of Instruments will be issued by a credit rating agency established in the European Union
and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16
September 2009 on credit rating agencies (as amended, the "CRA Regulation") will be disclosed in the relevant
Final Terms. A rating is not a recommendation to buy, sell or hold Instruments and may be subject to
suspension, change or withdrawal at any time by the assigning rating agency.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CLIENT
ANY
REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
All references in this Base Prospectus to "$", "U.S.$" or "U.S. dollars" are to United States dollars, references
to "Sterling" and "£" are to pounds sterling, references to "euro", "EUR" and ""are to the single currency of
participating Member States of the European Union and references to "R$" or "BRL" are to Brazilian Real.

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For the avoidance of doubt, uniform resource locators ("URLs") given in respect of web-site addresses in the
Base Prospectus are inactive textual references only and it is not intended to incorporate the contents of any
such web sites into this Base Prospectus nor should the contents of such web sites be deemed to be incorporated
into this Base Prospectus.

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CONTENTS

Page
SUMMARY OF THE PROGRAMME ............................................................................................................... 2
RISK FACTORS ................................................................................................................................................ 27
DESCRIPTION OF THE ISSUERS ................................................................................................................. 64
1.
PERSONS RESPONSIBLE ....................................................................................................................... 64
1.1 All persons responsible for the information given in the Base Prospectus relating to the Issuers and, as
the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case
of natural persons including members of the issuer's administrative, management or supervisory
bodies indicate the name and function of the person; in case of legal persons indicate the name and
registered office. ......................................................................................................................................... 64
1.2 A declaration by those responsible for the base prospectus that, having taken all reasonable care to
ensure that such is the case the information contained in the base prospectus relating to the Issuers is,
to the best of their knowledge, in accordance with the facts and contains no omission likely to affect
its import. As the case may be, declaration by those responsible for certain parts of the base
prospectus that, having taken all reasonable care to ensure that such is the case, the information
contained in the part of the base prospectus for which they are responsible is, to the best of their
knowledge, in accordance with the facts and contains no omission likely to affect its import. ................. 64
2.
STATUTORY AUDITORS ....................................................................................................................... 64
2.1 Names and addresses of the issuer's auditors for the period covered by the historical financial
information (together with their membership in a professional body). ...................................................... 64
2.2 If auditors have resigned, been removed or not been re-appointed during the period covered by the
historical financial information, details if material. .................................................................................... 64
3.
SELECTED FINANCIAL INFORMATION ............................................................................................. 64
3.1 Selected historical financial information regarding the issuer, presented, for each financial year for the
period covered by the historical financial information, and any subsequent interim financial period, in
the same currency as the financial information. The selected historical financial information must
provide key figures that summarise the financial condition of the issuer. .................................................. 64
4.
RISK FACTORS ........................................................................................................................................ 65
4.1 Prominent disclosure of risk factors that may affect the issuer's ability to fulfil its obligations under the
securities to investors in a section headed "Risk Factors" in the Base Prospectus. .................................... 65
5.
INFORMATION ABOUT THE ISSUER .................................................................................................. 65
5.1 History and development of the Issuer: ...................................................................................................... 65
5.1.1
the legal and commercial name of the issuer; ............................................................................... 65
5.1.2
the place of registration of the issuer and its registration number; ................................................ 65
5.1.3
the date of incorporation and the length of life of the issuer, except where indefinite; ................ 65
5.1.4
the domicile and legal form of the issuer, the legislation under which the issuer operates, its
country of incorporation, and the address and telephone number of its registered office (or
principal place of business if different from its registered office); and ......................................... 65

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5.1.5
any recent events particular to the issuer which are to a material extent relevant to the
evaluation of the issuer's solvency. ............................................................................................... 65
5.2 Investments ................................................................................................................................................. 65
5.2.1
a description of the principal investments made since the date of the last published financial
statements. ..................................................................................................................................... 65
5.2.2
information concerning the issuer's principal future investments, on which its management
bodies have already made firm commitments. .............................................................................. 66
5.2.3
Information regarding the anticipated sources of funds needed to fulfil commitments referred
to in item 5.2.2. ............................................................................................................................. 66
6.
BUSINESS OVERVIEW ........................................................................................................................... 66
6.1 Principal activities: ..................................................................................................................................... 66
6.1.1
a description of the issuer's principal activities stating the main categories of products sold
and/or services performed; and ..................................................................................................... 66
6.1.2
an indication of any significant new products and/or activities. ................................................... 66
6.2 Principal markets: A brief description of the principal markets in which the issuer competes. ................. 66
6.3 The basis for any statements made by the issuer regarding its competitive position.................................. 66
7.
ORGANISATIONAL STRUCTURE ........................................................................................................ 66
7.1 If the issuer is part of a group, a brief description of the group and of the issuer's position within it. ....... 66
7.2 If the issuer is dependent upon other entities within the group, this must be clearly stated together with
an explanation of this dependence. ............................................................................................................. 66
8.
TREND INFORMATION .......................................................................................................................... 66
8.1 Include a statement that there has been no material adverse change in the prospects of the issuer since
the date of its last published audited financial statements. ......................................................................... 66
8.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably
likely to have a material effect on the issuer's prospects for at least the current financial year. ................. 67
9.
PROFIT FORECASTS OR ESTIMATES ................................................................................................. 67
9.1 If an issuer chooses to include a profit forecast or a profit estimate, the base prospectus must contain
the information items 9.1 and 9.2. .............................................................................................................. 67
9.2 A statement setting out the principal assumptions upon which the issuer has based its forecast, or
estimate. ...................................................................................................................................................... 67
9.3 A report prepared by independent accountants or auditors must be included stating that in the opinion
of the independent accountants or auditors the forecast or estimate has been properly compiled on the
basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with
the accounting policies of the issuer. .......................................................................................................... 67
9.4 The profit forecast or estimate must be prepared on a basis comparable with the historical financial
information. ................................................................................................................................................ 67
10. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES ............................................. 67
10.1 Names, business addresses and functions in the issuer of the following persons, and an indication of
the principal activities performed by them outside the issuer where these are significant with respect to
that issuer:................................................................................................................................................... 67

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10.2 Administrative, Management, and Supervisory bodies conflicts of interests: Potential conflicts of
interests between any duties to the issuing entity of the persons referred to in item 10.1 and their
private interests and or other duties must be clearly stated. In the event that there are no such conflicts,
make a statement to that effect. .................................................................................................................. 70
11. BOARD PRACTICES................................................................................................................................ 70
11.1 Details relating to the issuer's audit committee, including the names of committee members and a
summary of the terms of reference under which the committee operates. .................................................. 70
11.2 A statement as to whether or not the issuer complies with its country of incorporation's corporate
governance regime(s). In the event that the issuer does not comply with such a regime a statement to
that effect must be included together with an explanation regarding why the issuer does not comply
with such regime. ....................................................................................................................................... 70
12. MAJOR SHAREHOLDERS ...................................................................................................................... 71
12.1 To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled
and by whom and describe the nature of such control, and describe the measures in place to ensure
that such control is not abused. ................................................................................................................... 71
12.2 A description of any arrangements, known to the issuer, the operation of which may at a subsequent
date result in a change in control of the issuer. ........................................................................................... 71
13. FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND LOSSES ........................................................................ 71
13.1 Historical Financial Information: Audited historical financial information covering the latest 2
financial years (or such shorter period that the issuer has been in operation), and the audit report in
respect of each year. Such financial information must be prepared according to Regulation (EC) No
1606/2002, or if not applicable to a Member States national accounting standards for issuers from the
Community. ................................................................................................................................................ 71
13.2 Financial statements: If the issuer prepares both own and consolidated financial statements, include at
least the consolidated financial statements in the base prospectus. ............................................................ 72
13.3 Auditing of historical annual financial information. .................................................................................. 72
13.3.1 A statement that the historical financial information has been audited. If audit reports on the
historical financial information have been refused by the statutory auditors or if they contain
qualifications or disclaimers, such refusal or such qualifications or disclaimers must be
reproduced in full and the reasons given. ...................................................................................... 72
13.3.2 An indication of other information in the base prospectus which has been audited by the
auditors. ......................................................................................................................................... 72
13.3.3 Where financial data in the base prospectus is not extracted from the issuer's audited financial
statements state the source of the data and state that the data is un-audited. ................................ 72
13.4 Age of latest financial information. ............................................................................................................ 72
13.4.1 The last year of audited financial information may not be older than 18 months from the date
of the base prospectus. .................................................................................................................. 72
13.5 Interim and other financial information. ..................................................................................................... 72
13.5.1 If the issuer has published quarterly or half yearly financial information since the date of its
last audited financial statements, these must be included in the base prospectus. If the
quarterly or half yearly financial information has been reviewed or audited the audit or review
report must also be included. If the quarterly or half yearly financial information is un-
audited or has not been reviewed state that fact. ........................................................................... 72

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