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 9 June 2016, 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 Luxembourg. 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 Issuers intend to apply for the Instruments under the EMTN Programme to be admitted to trading on the regulated market of the Luxembourg Stock Exchange. 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 -ii-
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 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 UNICREDIT BANK CRÉDIT AGRICOLE CIB 9 June 2016 -ii-
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 - iii -
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) (ii) (iii) is only valid during the Offer Period specified in the applicable Final Terms; 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 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. - iv -
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 - v -
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. 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. 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. - vi -
CONTENTS Page SUMMARY OF THE PROGRAMME... 2 RISK FACTORS... 29 DESCRIPTION OF THE ISSUERS... 71 1. PERSONS RESPONSIBLE... 71 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.... 71 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.... 71 2. STATUTORY AUDITORS... 71 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).... 71 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.... 71 3. SELECTED FINANCIAL INFORMATION... 71 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.... 71 4. RISK FACTORS... 72 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.... 72 5. INFORMATION ABOUT THE ISSUER... 72 5.1 History and development of the Issuer:... 72 5.1.1 the legal and commercial name of the issuer;... 72 5.1.2 the place of registration of the issuer and its registration number;... 72 5.1.3 the date of incorporation and the length of life of the issuer, except where indefinite;... 72 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... 72 - vii -
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.... 72 5.2 Investments... 73 5.2.1 a description of the principal investments made since the date of the last published financial statements.... 73 5.2.2 information concerning the issuer's principal future investments, on which its management bodies have already made firm commitments.... 73 5.2.3 Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.2.2.... 73 6. BUSINESS OVERVIEW... 73 6.1 Principal activities:... 73 6.1.1 a description of the issuer's principal activities stating the main categories of products sold and/or services performed; and... 73 6.1.2 an indication of any significant new products and/or activities.... 73 6.2 Principal markets: A brief description of the principal markets in which the issuer competes.... 73 6.3 The basis for any statements made by the issuer regarding its competitive position... 73 7. ORGANISATIONAL STRUCTURE... 73 7.1 If the issuer is part of a group, a brief description of the group and of the issuer's position within it.... 73 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.... 73 8. TREND INFORMATION... 73 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.... 73 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.... 74 9. PROFIT FORECASTS OR ESTIMATES... 74 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.... 74 9.2 A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.... 74 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.... 74 9.4 The profit forecast or estimate must be prepared on a basis comparable with the historical financial information.... 74 10. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES... 74 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:... 74 - viii -
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.... 77 11. BOARD PRACTICES... 77 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.... 77 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.... 77 12. MAJOR SHAREHOLDERS... 78 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.... 78 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.... 78 13. FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES... 78 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.... 78 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.... 79 13.3 Auditing of historical annual financial information.... 79 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.... 79 13.3.2 An indication of other information in the base prospectus which has been audited by the auditors.... 79 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.... 79 13.4 Age of latest financial information.... 79 13.4.1 The last year of audited financial information may not be older than 18 months from the date of the base prospectus.... 79 13.5 Interim and other financial information.... 79 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 unaudited or has not been reviewed state that fact.... 79 - ix -
13.5.2 If the base prospectus is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, covering at least the first six months of the financial year. If the interim financial information is un-audited state that fact.... 79 13.6 Legal and arbitration proceedings: Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group's financial position or profitability, or provide an appropriate negative statement.... 80 13.7 Significant change in the issuer's financial or trading position: A description of any significant change in the financial or trading position of the Issuers which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.... 80 14. ADDITIONAL INFORMATION... 82 14.1 Share Capital... 82 14.1.1 The amount of the issued capital, the number and classes of the shares of which it is composed with details of their principal characteristics, the part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up.... 82 14.2 Memorandum and Articles of Association.... 83 14.2.1 The register and the entry number therein, if applicable, and a description of the issuer's objects and purposes and where they can be found in the memorandum and articles of association.... 83 15. MATERIAL CONTRACTS... 83 15.1 A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer's ability to meet its obligation to security holders in respect of the securities being issued.... 83 16. THIRD-PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST... 83 16.1 Where a statement or report attributed to a person as an expert is included in the Base Prospectus, provide such person's name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer's request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the Base Prospectus... 83 16.2 Where information has been sourced from a third-party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third-party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, the issuer shall identify the source(s) of the information.... 83 17. DOCUMENTS ON DISPLAY... 83 17.1 A statement that for the life of the base prospectus the following documents (or copies thereof), where applicable, may be inspected:... 83 DESCRIPTION OF THE GUARANTOR... 85 1. PERSONS RESPONSIBLE... 85 - x -
1.1 All persons responsible for the information given in this Base Prospectus relating to the guarantor 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.... 85 1.2 A declaration by those responsible for this Base Prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus relating to the guarantor 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 this Base Prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the part of this 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.... 85 2. STATUTORY AUDITORS... 85 2.1 Names and addresses of the guarantor's auditors for the period covered by the historical financial information (together with their membership in a professional body).... 85 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.... 85 3. SELECTED FINANCIAL INFORMATION... 85 3.1 Selected historical financial information regarding the guarantor, 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 guarantor.... 85 3.2 If selected financial information for interim periods is provided, comparative data from the same period in the prior financial year must also be provided, except that the requirement for comparative balance sheet data is satisfied by presenting the year end balance sheet information.... 86 4. RISK FACTORS... 87 4.1 Prominent disclosure of risk factors that may affect the guarantor's ability to fulfil its obligations under the securities to investors in a section headed "Risk Factors" in the Base Prospectus.... 87 5. INFORMATION ABOUT THE GUARANTOR... 87 5.1 History and development of the guarantor.... 87 5.1.1 Legal and trading name of the guarantor... 87 5.1.2 The place of registration of the guarantor and its registration number.... 87 5.1.3 The date of incorporation and the length of life of the guarantor, except where indefinite.... 88 5.1.4 The domicile and legal form of the guarantor, the legislation under which the guarantor 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).... 88 5.1.5 Any recent events particular to the guarantor which are to a material extent relevant to the evaluation of the guarantor's solvency.... 88 5.2 Investments... 97 5.2.1 A description of the principal investments made since the date of the last published financial statements.... 97 5.2.2 Information concerning the issuer's principal future investments, on which its management bodies have already made firm commitments.... 97 - xi -
5.2.3 Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.2.2.... 97 6. BUSINESS OVERVIEW... 98 6.1 Principal activities.... 98 6.1.1 A brief description of the guarantor's principal activities stating the main categories of products sold and/or services performed.... 98 6.1.2 An indication of any significant new products and/or activities.... 116 6.2 Principal Markets: A brief description of the principal markets in which the Guarantor competes... 117 6.3 The basis for any statements made by the Guarantor regarding its competitive position... 118 7. ORGANISATIONAL STRUCTURE... 118 7.1 If the guarantor is part of a group, a brief description of the group and of the guarantor's position within it.... 118 7.2 If the guarantor is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence.... 118 8. TREND INFORMATION... 118 8.1 Include a statement that there has been no material adverse change in the prospects of the guarantor since the date of its last published audited financial statements. In the event that the guarantor is unable to make such a statement, provide details of this material adverse change... 118 8.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the guarantor's prospects for at least the current financial year.... 118 9. PROFIT FORECASTS OR ESTIMATES... 119 9.1 A statement setting out the principal assumptions upon which the guarantor has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; be readily understandable by investors; be specific and precise; and not relate to the general accuracy of the estimates underlying the forecast.... 119 9.2 A report prepared by independent accountants or auditors 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 guarantor.... 120 9.3 The profit forecast or estimate must be prepared on a basis comparable with the historical financial information.... 120 10. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES... 120 10.1 Names, business addresses and functions in the guarantor of the following persons, and an indication of the principal activities performed by them outside the guarantor where these are significant with respect to the guarantor:... 120 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.... 122 11. BOARD PRACTICES... 123 - xii -
11.1 Details relating to the guarantor's audit committee, including the names of committee members and a summary of the terms of reference under which the committee operates.... 123 11.2 A statement as to whether or not the guarantor complies with its country of incorporation's corporate governance regime(s). In the event that the guarantor 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.... 123 12. MAJOR SHAREHOLDERS... 123 12.1 To the extent known to the guarantor, state whether the guarantor 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.... 123 12.2 A description of any arrangements, known to the guarantor, the operation of which may at a subsequent date result in a change in control of the guarantor.... 123 13. FINANCIAL INFORMATION CONCERNING THE GUARANTOR'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES... 124 13.1 Historical Financial Information: Audited historical financial information covering the latest 2 financial years (or such shorter period that the guarantor 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 State national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country's national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.... 124 13.2 Financial statements: If the guarantor prepares both own and consolidated financial statements, include at least the consolidated financial statements in this Base Prospectus.... 124 13.3 Auditing of historical annual financial information.... 125 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.... 125 13.3.2 An indication of other information relating to the guarantor in this Base Prospectus which has been audited by the auditors.... 125 13.3.3 Where financial data in this Base Prospectus is not extracted from the guarantor's audited financial statements state the source of the data and state that the data is unaudited.... 125 13.4 Age of latest financial information.... 125 13.4.1 The last year of audited financial information may not be older than 18 months from the date of this Base Prospectus.... 125 13.5 Interim and other financial information.... 125 13.5.1 If the guarantor has published quarterly or half yearly financial information since the date of its last audited financial statements, these must be included in this 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 unaudited or has not been reviewed state that fact... 125 13.5.2 If this Base Prospectus is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, covering at least the first six months of the financial year. If the interim financial information is unaudited state that fact... 125 - xiii -
13.6 Legal and arbitration proceedings: Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the guarantor is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the guarantor and/or group's financial position or profitability, or provide an appropriate negative statement.... 126 13.7 Significant change in the guarantor's financial position: A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.... 133 14. ADDITIONAL INFORMATION... 134 14.1 Share Capital... 134 14.1.1 The amount of the issued capital, the number and classes of the shares of which it is composed with details of their principal characteristics, the part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up.... 134 14.2 Memorandum and Articles of Association.... 134 14.2.1 The register and the entry number therein, if applicable, and a description of the guarantor's objects and purposes and where they can be found in the memorandum and articles of association.... 134 15. MATERIAL CONTRACTS... 134 15.1 A brief summary of all material contracts that are not entered into in the ordinary course of the guarantor's business, which could result in any group member being under an obligation or entitlement that is material to the guarantor's ability to meet its obligation to security holders in respect of the securities being issued.... 134 16. THIRD-PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST... 134 16.1 Where a statement or report attributed to a person as an expert is included in this Base Prospectus, provide such person's name, business address, qualifications and material interest if any in the guarantor. If the report has been produced at the guarantor's request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of this Base Prospectus.... 134 16.2 Where information has been sourced from a third-party, provide a confirmation that this information has been accurately reproduced and that as far as the guarantor is aware and is able to ascertain from information published by that third-party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, the guarantor shall identify the source(s) of the information.... 134 17. DOCUMENTS ON DISPLAY... 134 17.1 A statement that for the life of the Base Prospectus the following documents (or copies thereof), where applicable, may be inspected:... 134 DOCUMENTS INCORPORATED BY REFERENCE... 136 GENERAL DESCRIPTION OF THE PROGRAMME... 144 THE INSTRUMENTS... 145 1. PERSONS RESPONSIBLE... 145 - xiv -
1.1 All persons responsible for the information given in the Base Prospectus 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.... 145 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 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 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.... 145 2. RISK FACTORS... 145 2.1 Prominent disclosure of risk factors that are material to the securities being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed "Risk Factors" in the Base Prospectus.... 145 3. KEY INFORMATION... 145 3.1 Interest of natural and legal persons involved in the issue/offer... 145 3.2 Reasons for the offer and use of proceeds... 145 4. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING... 145 4.1 A description of the type and the class of the securities being offered and/or admitted to trading, including the ISIN (International Security Identification Number) or other such security identification code.... 145 4.2 Legislation under which the securities have been created... 146 4.3 An indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records... 146 4.4 Currency of the securities issue... 146 4.5 Ranking of the securities being offered and/or admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the security to any present or future liabilities of the issuer... 146 4.6 A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights.... 148 4.7 The nominal interest rate and provisions relating to interest payable.... 148 4.8 Maturity date and arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortisation terms and conditions.... 149 4.9 An indication of yield. Describe the method whereby that yield is calculated in summary form... 149 4.10 Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where the public may have access to the contracts relating to these forms of representation... 149 4.11 In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.... 150 4.12 In the case of new issues, the expected issue date of the securities... 150 - xv -