Issuer: Santander Commercial Paper, S.A. Unipersonal Guarantor: Banco Santander, S.A.
Risk Factors: Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Guarantor to fulfil their respective obligations under the Notes are discussed under "Risk Factors", above.
Arranger: Morgan Stanley & Co. International plc
Dealers: Banco Santander, S.A., Bank of America Merrill Lynch International Limited, Barclays Bank PLC, Citibank International plc, Commerzbank Aktiengesellschaft, Coöperatieve Centrale Raiffeisen- Boerenleenbank B.A. (trading as Rabobank International), Crédit Agricole Corporate and Investment Bank, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, ING Bank N.V., Morgan Stanley & Co. International plc, Société Générale, The Royal Bank of Scotland plc, UBS Limited and any other Dealer appointed from time to time by the Issuer and the Guarantor either generally in respect of the Programme or in relation to a particular issue of Notes.
Issuing and Paying Agent: Citibank, N.A.
Listing Agent: BNP Paribas Securities Services, Luxembourg Branch
Programme Amount: The aggregate principal amount of Notes outstanding and guaranteed at any time will not exceed €15,000,000,000 or its equivalent in alternative currencies subject to applicable legal and regulatory requirements. The Programme Amount may be increased from time to time in accordance with the Dealer Agreement.
Currencies: Notes may be issued in Australian Dollars, Canadian Dollars, Euro, Japanese Yen, New Zealand Dollars, Sterling, Swiss Francs and United States Dollars and such other currencies as may be agreed between the Issuer and the relevant Dealer(s) from time to time and subject to the necessary regulatory requirements having been satisfied. Denominations: Global Notes shall be issued (and interests therein exchanged for Definitive Notes, if applicable) in the following minimum denominations (or integral multiples thereof):
(a) for U.S.$ Notes, U.S.$500,000; (b) for euro Notes, €500,000; (c) for Sterling Notes, £100,000;
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(d) for Yen Notes, Yen 100,000,000; (e) for Swiss franc Notes, SFr 500,000; (f) for Australian dollar Notes, A$1,000,000; (g) for Canadian dollar Notes, C$500,000; or (h) for New Zealand dollar Notes, NZ$1,000,000,
or such other conventionally accepted denominations in those currencies (including, in addition to those listed above, Danish kroner, Swedish kroner and Norwegian kroner) as may be agreed between the Issuer and the relevant Dealer from time to time, subject in each case to compliance with all applicable legal and regulatory requirements. Maturity of the Notes: Not less than 1 nor more than 364 days, subject to legal and
regulatory requirements.
Tax Redemption: Early redemption will only be permitted for tax reasons as described in the terms of the Notes.
Redemption on Maturity: The Notes may be redeemed at par.
Issue Price: The Issue Price of each issue of interest bearing Notes (and, in the case of discount Notes, the discount rate) will be as set out in the relevant Final Terms.
Status of the Notes: The payment obligations of the Issuer pursuant to the Notes constitute and at all times shall constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and upon the insolvency of the Issuer (and unless they qualify as subordinated debts under article 92 of the Insolvency Law (as defined below) or equivalent legal provision which replaces it in the future, and subject to any applicable legal and statutory exceptions), rank pari passu and rateably without any preference among themselves and the payment obligations of the Issuer under the Notes rank at least pari passu with all other unsecured and unsubordinated indebtedness, present and future of the Issuer.
Status of the Deed of Guarantee:
The obligations of the Guarantor in respect of the guarantee of the Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor and upon the insolvency of the Guarantor (and unless they qualify as subordinated debts under article 92 of the Insolvency Law (as defined below) or equivalent legal provision which replaces it in the future, and subject to any applicable legal and statutory exceptions), rank pari passu and rateably without any preference among such obligations of the Guarantor in respect of the Notes of the same issue and at least pari passu with all other
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unsubordinated and unsecured indebtedness and monetary obligations involving or otherwise related to borrowed money of the Guarantor, present and future. Its obligations in that respect are contained in the Deed of Guarantee.
Taxation: All payments under the Notes and the Deed of Guarantee will be made without deduction or withholding for or on account of any present or future Spanish withholding taxes, except as stated in the Notes and the Deed of Guarantee and as stated under the heading "Taxation - Taxation in Spain".
Information requirements under Spanish Tax Law:
Under Spanish Law 13/1985 and Royal Decree 1065/2007, each as amended, the Issuer is required to receive certain information relating to the Notes.
If the Issue and Paying Agent fails to provide the Issuer with the required information described under "Taxation in Spain— Information about the Notes in Connection with Payments", the Issuer will be required to withhold tax and may pay income in respect of the relevant Notes net of the Spanish withholding tax applicable to such payments (as at the date of the Information Memorandum, 21 per cent.).
None of the Issuer, the Guarantor, the Arranger, the Dealers or the European clearing systems assumes any responsibility therefor. Form of the Notes: The Notes will be in bearer form. Each issue of Notes will initially be
represented by one or more global notes (each a "Global Note", and together the "Global Notes"). Each Global Note which is not intended to be issued in new global note form (a "Classic Global Note" or "CGN"), as specified in the relevant Final Terms, will be deposited on or around the relevant issue date with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or Euroclear France and/or any other relevant clearing system and each Global Note which is intended to be issued in new global note form (a "New Global Note" or "NGN"), as specified in the relevant Final Terms, will be deposited on or around the relevant issue date with a common safekeeper for Euroclear and/or Clearstream, Luxembourg. Global Notes will be exchangeable for Definitive Notes in whole, but not in part, in the limited circumstances set out in the Global Notes (see "Certain Information in Respect of the Notes - Forms of Notes").
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Listing and Trading: Each issue of Notes may be admitted to the Official List and admitted to trading on the regulated market of the Irish Stock Exchange and/or listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation system as may be agreed between the Issuer and the relevant Dealer. No Notes may be issued on an unlisted basis.
Delivery: The Notes will be available in London for delivery to Euroclear or Clearstream, Luxembourg or Euroclear France or to any other recognised clearing system (as its nominee or depositary) in which the Notes may from time to time be held.
Selling Restrictions: The offering and sale of the Notes is subject to all applicable selling restrictions including, without limitation, those of the United States of America, the United Kingdom, Japan, Spain and France (see "Subscription and Sale").
Governing Law: The status of the Notes and the status of the Deed of Guarantee, the capacity of the Issuer and the Guarantor and the relevant corporate resolutions shall be governed by Spanish law. Any non-contractual obligations arising out of or in connection with the Notes, the Terms and Conditions of the Notes and all related contractual documentation will be governed by, and construed in accordance with, English law. Use of Proceeds: The net proceeds of the issue of the Notes will be deposited on a
permanent basis with the Guarantor by the Issuer and will be used for the general funding purposes of the Group.