FINAL CONDITIONS AyT CÉDULAS CAJAS GLOBAL, FONDO DE TITULIZACIÓN DE ACTIVOS SERIES VI CCG 4,00% MARZO 2021 FOR AN AMOUNT OF: 1,500,000,000 EUROS CREDIT RATING Aaa / AAA / AAA These Final Conditions are registered in the Official Registries of the CNMV on 21 March 2006 as the Final Conditions pertaining to the Prospectus of AyT CÉDULAS CAJAS GLOBAL, FONDO DE TITULIZACIÓN DE ACTIVOS, which was registered in the Official Registries of the CNMV on 5 December 2005. 1
I. INTRODUCTION The purpose of these Final Conditions is the description of the specific characteristics of the securities issued through the Issue of Bonds of Series VI (the Issue ). For an adequate understanding of the specific characteristics of the securities issued, it is necessary to know the information described in the Prospectus of AyT CÉDULAS CAJAS GLOBAL, FONDO DE TITULIZACIÓN DE ACTIVOS, registered in the Official Registries of the Comisión Nacional del Mercado de Valores (the CNMV ) on 5 December 2005 (the Prospectus ), which includes the general terms and conditions of the securities issued under a securitisation bond issue programme (the Programme ) and other information relating to the Fund and the Gestora. The Prospectus is available to the public, free of charge, at the corporate headquarters of the Gestora. It may also be consulted at the CNMV, in Madrid, Paseo de la Castellana number 15, at the Governing Body of the AIAF, in Madrid, Plaza de Pablo Ruiz Picasso s/n, and at the registered offices and branches of the Underwriters and Distributors and of the Lead Manager. The terms which appear in upper case letters in these Final Conditions shall have the meaning indicated in the Prospectus, unless otherwise mentioned in these Final Conditions. II. PERSONS RESPONSIBLE II.1 Persons responsible for the information contained in the Final Conditions Mr. Luis Miralles García, acting in the name and representation of AHORRO Y TITULIZACIÓN, SOCIEDAD GESTORA DE FONDOS DE TITULIZACIÓN, S.A. (the Gestora ), the entity promoting the securitisation fund to be called AyT CÉDULAS CAJAS GLOBAL, FONDO DE TITULIZACIÓN DE ACTIVOS (the Fund ) assumes responsibility for the content of these Final Conditions. Mr. Luis Miralles García acts as General Manager of the Gestora by virtue of the powers conferred on him by the Board of Directors at their meeting on 22.09.05. II.2 Statement of those responsible for the content of the Registration Document. Mr. LUIS MIRALLES GARCÍA, declares that, after applying reasonable diligence to ensure that this is so, the information contained in these Final Conditions is, to his knowledge, consistent with the facts and contains no omissions that could affect its content. III. CORPORATE RESOLUTIONS Assignment of the Assets 2
The Board of Directors of the Seller, at a meeting held on 17 November 2005, approved the subscription of the CH notes to be incorporated into the assets of the Fund and their assignment to the Fund. The decision of the Director to proceed to the subscription of the CH notes of Series VI and their assignment to the Fund was adopted by Mr. Luis Sánchez-Guerra Roig on 15 March 2006 by virtue of the powers granted by the Board of Directors on 17 November 2005. Establishment of the Fund At its meeting on 22 September 2005, the Board of Directors of the Gestora approved the establishment of the Fund, in accordance with the regime envisaged in Royal Decree 926/1998, and the acquisition of the Assets of the Seller. The decision of the Gestora to proceed to the acquisition of CH notes of Series VI and the Issue of Series VI Bonds has been adopted by Mr. Luis Miralles García on 15 March 2006 by virtue of the powers granted by the Board of Directors on 22 September 2005. Issue of the Assets The Boards of Directors of the Issuers have approved the issue of the Assets on the following dates: CAJA DE AHORROS DEL MEDITERRÁNEO: 25 January 2006 CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA (CAIXANOVA): 26 January 2006 CAIXA D ESTALVIS LAIETANA: 10 January 2006 CAJA GENERAL DE AHORROS DE CANARIAS: 7 February 2006 CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGÓN Y RIOJA (IBERCAJA): 26 January 2006 MONTES DE PIEDAD Y CAJA DE AHORROS DE RONDA, CÁDIZ, ALMERÍA, MÁLAGA Y ANTEQUERA (UNICAJA): 3 February 2006 CAJA DE AHORROS DE GALICIA: 23 February 2006 CAJA DE AHORROS MUNICIPAL DE BURGOS: 7 March 2006 CAJA DE AHORROS Y MONTE DE PIEDAD DEL CÍRCULO CATÓLICO DE OBREROS DE BURGOS: 21 February 2006 CAJA DE AHORROS Y MONTE DE PIEDAD DE SEGOVIA: 26 January 2006 CAJA DE AHORROS Y MONTE DE PIEDAD DE ONTINYENT: 31 January 2006 IV. REQUEST FOR ADMISSION TO AIAF In accordance with section 5.1 of the Securities Note, the Gestora, for and on behalf of the Fund, will request the inclusion of the Bonds of this Series in AIAF. V. RISKS OF THE ISSUE The risks associated with this Issue are detailed in the Risk Factors chapter of this Prospectus. VI. CHARACTERISTICS OF THE ASSETS ASSIGNED TO THE FUND 3
The assets to be assigned to the Fund by the Seller are eleven registered CH notes maturing in fifteen years (the CH notes of Series VI ), issued individually by each of the Issuers indicated below ( Issuers of Series VI ), for the amounts indicated in each case: ISSUER CH BOND CAJA DE AHORROS DEL MEDITERRÁNEO 300,000,000 CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA (CAIXANOVA) 200,000,000 CAIXA D ESTALVIS LAIETANA 200,000,000 CAJA GENERAL DE AHORROS DE CANARIAS 200,000,000 CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGÓN Y RIOJA (IBERCAJA) 150,000,000 MONTES DE PIEDAD Y CAJA DE AHORROS DE RONDA, CÁDIZ, ALMERÍA, MÁLAGA Y ANTEQUERA 100,000,000 (UNICAJA) CAJA DE AHORROS DE GALICIA 100,000,000 CAJA DE AHORROS MUNICIPAL DE BURGOS 100,000,000 CAJA DE AHORROS Y MONTE DE PIEDAD DEL CÍRCULO CATÓLICO DE OBREROS DE BURGOS 75,000,000 CAJA DE AHORROS Y MONTE DE PIEDAD DE SEGOVIA 50,000,000 CAJA DE AHORROS Y MONTE DE PIEDAD DE ONTINYENT 25,000,000 Total 1,500,000,000 The Issuers have filed their audited annual accounts for the years 2002, 2003 and 2004 and those for the year 2004 have been deposited with the CNMV and these do not include any qualifications referring to circumstances which imply impairment of their solvency or creditworthiness. None of the Issuers may issue CH Notes for a total amount larger than that authorised in accordance with the resolutions adopted by their respective boards of directors. The date of issue of the CH notes of Series VI is 22 March 2006. Both the subscription price by the Seller and acquisition price of all the CH Notes of Series VI will be 1,500,000,000 euros, equivalent to 100% of their nominal value. The fixed ordinary interest rate of the CH Notes of Series VI will be equivalent to 4.00459%, the result of adding a spread of 0.00459% to the Fixed Nominal Interest Rate of the Bonds of Series VI. The default interest rate applicable to the CH Notes of Series VI shall be the higher of: (i) the ordinary rate of the CH Note increased by 1.5% and (ii) a rate equivalent to 1-month Euribor plus 1.5%. This default interest shall be capitalised monthly in accordance with article 317 of the Code of Commerce. 4
The interest of the CH Notes of Series VI, which shall be accrued from 22 March 2006, calculated at the interest rate indicated above, shall be payable annually on the successive anniversaries of the date of issue of CH Notes of Series VI until their date of maturity (22 March 2021). The following table shows the loan portfolios of the Issuers taking part in this Series, drafted in accordance with Circular 4/2004 of the Bank of Spain and pending audit with regards to the data as of 31 December 2005: CAJA DE AHORROS DEL MEDITERRÁNEO CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA (CAIXANOVA) 5
CAIXA D ESTALVIS LAIETANA CAJA GENERAL DE AHORROS DE CANARIAS 6
CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGÓN Y RIOJA (IBERCAJA) MONTES DE PIEDAD Y CAJA DE AHORROS DE RONDA, CÁDIZ, ALMERÍA, MÁLAGA Y ANTEQUERA (UNICAJA) 7
CAJA DE AHORROS DE GALICIA CAJA DE AHORROS MUNICIPAL DE BURGOS 8
CAJA DE AHORROS Y MONTE DE PIEDAD DEL CÍRCULO CATÓLICO DE OBREROS DE BURGOS CAJA DE AHORROS Y MONTE DE PIEDAD DE SEGOVIA 9
CAJA DE AHORROS Y MONTE DE PIEDAD DE ONTINYENT V. POOL OF POTENTIAL INVESTORS TO WHOM THE BONDS ARE OFFERED The pool of potential investors to whom the Bonds are offered is included in section 4.13.a) of the Additional Building Block. VI. SPECIFIC TERMS AND CONDITIONS OF THE ISSUE 1. Nature and denomination of the securities. The securities of this Issue are securitisation bonds (the Bonds of Series VI ). The Bonds have the legal status of marketable fixed income securities with explicit returns. ISIN Code of Bonds of Series VI is ES0312298054. Series VI will also be known as CCG 4,00% March 2021. The Bonds of Series VI are denominated in euros. 2. Date of issue of the Bonds The date of issue of the Bonds of Series VI will be 22 March 2006. 3. Nominal amount of the Issue and number of securities issued The nominal amount of the Issue will be ONE THOUSAND FIVE HUNDRED MILLION EUROS ( 1,500,000,000) in a single tranche, which shall constitute Series VI, with regards of the Bonds issued by the Fund under the Programme. 15,000 Series VI Bonds will be issued with a unit value of ONE HUNDRED THOUSAND EUROS ( 100,000). 4. Issue price 10
The issue price will be ONE HUNDRED THOUSAND EUROS (100,000) per Bond of Series VI, equivalent to 100% of their nominal value, free of expenses for the bondholder. 5. Interest The term of the Issue of the Bonds of Series VI will be divided into successive annual periods of time (jointly, the Interest Periods and, each of these, an Interest Period ) consisting of the actual days elapsed between each Payment Date (each Payment Date corresponds to the 24 th of March of each year), including in each Interest Period the Initial Payment Date and excluding the Final Payment Date. For each Interest Period, the Bonds of Series VI will accrue interest from their closing date until their maturity calculated at a Fixed Nominal Interest Rate equivalent to 4.00%. 6. Payment of interest. Interest will be paid on each Payment Date, in other words, the 14th of March of each year, the first Payment Date being 14 March 2007. In the event that any of the dates stated in the previous paragraph is not a Business Day, payment of interest will be made on the immediately following Business Day without any interest being accrued as a result of this, except when said immediately following Business Day corresponds to a month different to that of the Payment Date, in which case payment will be made on the Business Day immediately prior to the Payment Date. 7. Redemption of principal The Bonds of Series VI will be fully redeemed, on a single occasion, on the date of the 15 th anniversary of the Closing Date of the Issue (or if this is not a Business Day, the immediately following Business Day), that is, 24 March 2021 (the Final Maturity Date of Series VI ), without prejudice to the circumstances of early redemption envisaged in the Prospectus. The Order of Priority of Payments applicable to the Bonds is indicated in section 3.4.6 of the Additional Building Block. 8. Repayment price The repayment price is ONE HUNDRED THOUSAND EUROS ( 100,000) per Bond of Series VI, equivalent to 100% of their nominal value, free of expenses for the Bondholder. 9. Expenses of the Issue The issue is made free of fees and expenses for the Bondholders as regards the Fund. 11
The projected expenses related with the Issue are as follows: SERIE VI - 15A Comisión Aseguramiento 12.450.000 Moody s 0 Monitoring Anual Moody s 87.000 Fitch 0 Monitoring Anual Fitch 87.000 S&P 81.175 S&P Monitoring Anual 0 ICO 88.125 Gestora 176.250 Auditoría 20.057 Prensa Imprenta 2.130 Notaría 27.000 Asesores Legales 51.113 CNMV 0 AIAF 17.400 IBERCLEAR 754 TOTAL 13.088.004 10. Subscription period The Subscription Period of the Bonds of Series VI (the Subscription Period ) will last for one hour from 11:00 hours to 12:00 hours on 23 March 2006. The Closing Date of the Bonds of Series VI shall be 24 March 2006. 11. Indication of the yield, average life and term The actual interest envisaged for a subscriber acquiring the securities issued under this Prospectus at the time of the Issue and holding these to maturity would be 4.068%. The average life of the Bonds of Series VI will be 15 years, assuming that the Bonds are not redeemed early. The term of the Bonds of Series VI will be 11.5 years, assuming that the Bonds are not redeemed early. 12. Credit rating The following Rating Agencies have assigned to the Bonds of Series VI the ratings shown below, all of which are provisional in nature: Aaa (MOODY S) AAA (FITCH) AAA (STANDARD & POOR S) 12
The Rating Agencies have ratified (provisionally with regards to STANDARD & POOR S) that the Issue of Series VI does not imply a modification of the ratings assigned to the Bonds of the Series previously issued. If, before the commencement of the Subscription Period, any of the provisional ratings of the Bonds of Series VI shown above is not confirmed as definitive, or if STANDARD & POOR S does not confirm that the Issue of Series VI does not imply a modification of the ratings assigned to the Bonds of the Series previously issued, this circumstance will be communicated immediately to the CNMV and will be announced publicly in the manner envisaged in Section 4 of the Additional Building Block, and the assignment of the CH Notes of Series VI and the issue of the Bonds of Series VI shall be cancelled. 13. Financial Services Agreement The Financial Agent of Series VI is el INSTITUTO DE CRÉDITO OFICIAL, with registered offices at Paseo del Prado, 4 28014 Madrid, with which the Gestora has entered into a Financial Services Agreement of Series VI, in accordance with the provisions of the Prospectus and of the Deed of Establishment. The Financial Agent of Series VI will receive a Financial Services Fee from the Fund of 88,125 euros. The remuneration of the Collections Account of Series VI shall be Euribor at 1 week less 0.15%. The remuneration of the Treasury Account of Series VI shall be Euribor at 1 year less 0.10%. 14. Underwriting Agreement The distribution and underwriting of all the Bonds of Series VI will be carried out by AHORRO CORPORACIÓN FINANCIERA, S.V., S.A. with registered offices in Madrid, Paseo de la Castellana 89, BNP PARIBAS, SUCURSAL EN ESPAÑA with registered offices in la calle Ribera del Loira 28, 28042 Madrid, CITIGROUP GLOBAL MARKETS LIMITED, with registered offices in Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (United Kingdom), investment service company of the European economic space in free rendering of services, DEUTSCHE BANK AG, with registered offices in Taunusanlange 12, D-60325 Frankfurt (Germany), credit institution operating in Spain without establishment, DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, with registered offices in Platz der Republik, 60265 Frankfurt am Main (Germany), credit institution operating in Spain without establishment, ABN AMRO BANK N.V., SUCURSAL EN ESPAÑA, with registered offices in Madrid, Ortega y Gasset, 29, 5º, COMMERZBANK AG with registered offices in Kaiserplatz, D-60261 Frankfurt am Main (Germany), credit institution operating in Spain without establishment, DANSKE BANK A/S with registered offices in Holmens Kanal 2-12, DK-1092 Copenhagen K (Denmark), credit institution operating in Spain without establishment, MORGAN STANLEY & CO. INTERNATIONAL LIMITED, with registered offices in 25, Cabot Square, Canary Wharf, London E14 4QA (United Kingdom), investment service company of the European economic space in free rendering of services, SOCIÉTÉ GÉNÉRALE, S.A., with registered offices in 29, Boulevard Haussmann, 75009 Paris (France), credit institution operating in Spain without establishment and UBS LIMITED, with registered offices in 1, Finsbury Avenue, London EC2M 2PP (United Kingdom), credit 13
institution operating in Spain without establishment (the Underwriters and Distributors of Series VI ), according to the following spread. SERIES VI UNDERWRITER AND DISTRIBUTOR NOMINAL AMOUNT UNDERWRITTEN (EUROS) AHORRO CORPORACIÓN FINANCIERA, S.V., 125,000,000 S.A. BNP PARIBAS, SUCURSAL EN ESPAÑA 321,000,000 CITIGROUP GLOBAL MARKETS LIMITED 321,000,000 DEUTSCHE BANK AG 322,000,000 DZ BANK AG DEUTSCHE ZENTRAL- 321,000,000 GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN ABN AMRO BANK N.V., SUCURSAL EN 15,000,000 ESPAÑA COMMERZBANK AG 15,000,000 DANSKE BANK A/S 15,000,000 MORGAN STANLEY & CO. INTERNATIONAL 15,000,000 LIMITED SOCIÉTÉ GÉNÉRALE, S.A. 15,000,000 UBS LIMITED 15,000,000 Total 1,500,000,000 The Underwriters and Distributors of Series VI will receive an Underwriting Fee, on the Closing Date of Series VI, equivalent to 0.483% of the nominal amount of the Bonds of Series VI. 15. Liquidity commitment The conditions of the liquidity commitment are included in section 5.1.b) of the Securities Note of the Prospectus. The maximum difference between the bid and ask price quoted by the Counterparties shall be ten (10) basis points (0.10%) in terms of price. 16. Liquidity Line The Lender of the Fixed Rate Liquidity Line on the occasion of the Issue of Series VI is el INSTITUTO DE CRÉDITO OFICIAL, with registered offices at Paseo del Prado, 4 28014 Madrid. The Individual Maximum Available Amount of the Fixed Rate Liquidity Line corresponding to Series VI shall be equivalent to two years interest of Bonds of Series VI multiplied by 31.88% (rounded) of the nominal amount of the Bonds of Series VI, that is, an amount of 38,250,000 euros. The Global Maximum Available Amount of the Fixed Rate Liquidity Line on occasion of the Issue of Series VI shall be equivalent to 162,170,000 euros. 14
With the occasion of the Issue of Series VI, the Individual Effective Available Amount of the Fixed Rate Liquidity Line for each Series issued at a Fixed Rate as of today will be equivalent to two years of interest of the Bonds of each Series multiplied by 22.37% (rounded) of the nominal amount of the Bonds of said Series. The Global Effective Available Amount of the Fixed Rate Liquidity Line on occasion of the Issue of Series VI shall be equivalent to 131,760,000 euros. 17. Administration Fee The Fund Administration Fee of the Gestora will be 176,250 euros. 18. Establishment, Management and Administration Provision The Provision for Establishment, Management and Administration to be made by the Seller on the occasion of the Issue of Series VI shall amount to 12,088,004 euros. 19. Liquidation and causes of liquidation The procedure for and causes of liquidation of Series VI are included in section 4.4.3 of the Prospectus. Signed, Mr. Luis Miralles García General Manager AHORRO Y TITULIZACIÓN, S.G.F.T., S.A. 15