1. The establishment of the Programme was authorised by resolutions of the sole shareholder of the Issuer passed on 16 October 2008 and of the Board of Directors of the Issuer passed on 16 October 2008. The update of the Programme was authorised by resolutions of the sole shareholder of the Issuer passed on 27 April 2015, the Board of Directors of the Issuer passed on 2 June 2015 and the Executive Committee passed on 11 June 2015. The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes.
Legal and Arbitration Proceedings
2. There are no governmental, legal or arbitration proceedings, (including any such proceedings which are pending or threatened, of which the Issuer is aware), which may have, or have had during the 12 months prior to the date of this Base Prospectus, a significant effect on the financial position or profitability of the Issuer and/or the Consumer Group.
Significant/Material Change
3. Save as set out in this Base Prospectus, since 31 December 2014 there has been no significant change in the prospects of the Issuer and/or the Consumer Group nor any material adverse change in the financial or trading position of the Issuer and/or the Consumer Group.
Auditors
4. The consolidated and unconsolidated financial statements of the Issuer have been audited without qualification for the years ended 31 December 2014 and 31 December 2013 by the external audit firm Deloitte, S.L. (formerly Deloitte & Touche España, S.L.) of Plaza Pablo Ruiz Picasso, 1, Madrid, registered under number S-0692 in the Official Register of Auditors (Registro Oficial de Auditores de Cuentas), and member of the Instituto de Censores Jurados de Cuentas de España. No other information relating to the Issuer in this Base Prospectus has been audited by Deloitte S.L.
The audited consolidated and non-consolidated financial statements of the Issuer for each of the years ended 31 December 2014 and 2013 have been filed with the Spanish securities market regulator (Comisión Nacional del Mercado de Valores).
Documents on Display
5. Electronic or physical copies and, where appropriate, English translations of the following documents may be inspected during normal business hours at the office of the Issue and Paying Agent at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom and at the registered office of the Issuer for the life of this Base Prospectus:
(a) the estatutos (constitutive documents) of the Issuer;
(b) English translations of the audited consolidated financial statements of the Issuer as at and for the years ended 31 December 2014 and 2013;
(c) the Issue and Paying Agency Agreement; (d) the Deed of Covenant;
(e) the Programme Manual;
(f) the Issuer-ICSDs Agreement (which is entered into between the Issuer and Euroclear and/or Clearstream, Luxembourg with respect to the settlement in Euroclear and/or Clearstream, Luxembourg of Notes in New Global Note form);
(g) the terms and conditions set out on pages 34 to 56 of the base prospectus dated 24 June 2014 under the heading "Terms and Conditions of the Notes";
(h) the terms and conditions set out on pages 51 to 81 of the base prospectus dated 26 June 2013 under the heading "Terms and Conditions of the Notes";
(i) the terms and conditions set out on pages 42 to 125 of the base prospectus dated 22 June 2012 relating to the Programme under the heading "Terms and Conditions of the Notes"; (j) the terms and conditions set out on pages 41 to 120 of the base prospectus dated 18
November 2011 relating to the Programme under the heading "Terms and Conditions of the Notes";
(k) the terms and conditions set out on pages 38 to 117 of the base prospectus dated 26 November 2010 relating to the Programme under the heading "Terms and Conditions of the Notes";
(l) the terms and conditions set out on pages 35 to 113 of the base prospectus dated 25 November 2009 relating to the Programme under the heading "Terms and Conditions of the Notes"; and
(m) the terms and conditions set out on pages 33 to 111 of the base prospectus dated 27 November 2008 relating to the Programme under the heading "Terms and Conditions of the Notes".
Material Contracts
6. Save as set out under "Santander Consumer Finance, S.A. - Recent Developments" in this Base Prospectus, during the past two years the Issuer has not been a party to any contracts that were not entered into in the ordinary course of business of the Issuer and which was material to the Consumer Group as a whole.
Clearing of the Notes
7. The Notes have been accepted for clearance through Euroclear (1 Boulevard du Roi Albert II, B- 1210 Brussels, Belgium) and Clearstream, Luxembourg (42 Avenue J.F. Kennedy, L-1855 Luxembourg). The appropriate common code and the International Securities Identification Number in relation to the Notes of each Tranche will be specified in the relevant Final Terms. The relevant Final Terms shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information.
Passporting
8. The Issuer may, on or after the date of this Base Prospectus, make applications for one or more certificates of approval under Article 18 of the Prospectus Directive as implemented in the Kingdom of Spain to be issued by the Central Bank of Ireland to the competent authority in any Member State.
REGISTERED OFFICE OF THE ISSUER