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Table of Contents
                            IMPORTANT NOTICES
INFORMATION INCORPORATED BY REFERENCE
OVERVIEW OF THE OFFERING
RISK FACTORS
	(i) on or before such redemption of the Preferred Securities, the Bank replaces the Preferred Securities with instruments qualifying as Tier 1 Capital of an equal or higher quality on terms that are sustainable for the income capacity of the Bank; or
	(ii) the Bank has demonstrated to the satisfaction of the Regulator that its Tier 1 Capital and Tier 2 capital would, following such redemption, exceed the capital ratios required under CRD IV by a margin that the Regulator may consider necessary on t...
	(iii) the Bank has insufficient Available Distributable Items to make Distributions on the Preferred Securities scheduled for payment in the then current financial year and any equivalent payments scheduled to be made in the then current financial yea...
	(iv) the Regulator, in accordance with Applicable Banking Regulations, requires the Bank to cancel the relevant Distribution in whole or in part,
	(i) if the Bank exercises its rights to redeem or purchase the Preferred Securities in accordance with Conditions 6 and 7; or
	(ii) by selling their Preferred Securities or, following the occurrence of the Trigger Event and the issue and delivery of Common Shares in accordance with Condition 5, their Common Shares, provided a secondary market exists at the relevant time for t...
	(i) has sufficient knowledge and experience to make a meaningful evaluation of the Preferred Securities, the merits and risks of investing in the Preferred Securities and the information contained or incorporated by reference in this Offering Circular...
	(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Preferred Securities and the impact the Preferred Securities will have on its overall investment...
	(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Preferred Securities, including where the currency for payments in respect of the Preferred Securities is different from the potential investor's c...
	(iv) understands thoroughly the terms of the Preferred Securities, including the provisions relating to the payment and cancellation of Distributions and the Trigger Conversion of the Preferred Securities into Common Shares, and is familiar with the b...
	(v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
	(i) identification of the securities;
	(ii) income payment date (or refund if the securities are issued at discount or are segregated);
	(iii) total amount of income (or total amount to be refunded if the securities are issued at discount or are segregated); and
	(iv) total amount of the income corresponding to each clearing system located outside Spain.
TERMS OF THE PREFERRED SECURITIES
	1. DEFINITIONS
		1.1 For the purposes of the Preferred Securities, the following expressions shall have the following meanings:
			"5-year Mid-Swap Rate" means, in relation to a Reset Date and the Reset Period commencing on that Reset Date:
				(a) the rate for the Reset Date of the annual swap rate for euro swap transactions maturing on the last day of such Reset Period, expressed as a percentage, which appears on the Screen Page under the heading "EURIBOR BASIS - EUR" and above the caption...
				(b) if such rate does not appear on the Screen Page at such time on such Reset Determination Date, the Reset Reference Bank Rate for such Reset Period;
			"5-year Mid-Swap Rate Quotations" means the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating euro interest rate swap transaction which:
				(a) has a term of 5 years commencing on the relevant Reset Date; and
				(b) is in an amount that is representative for a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market,
			"Conversion Price" means, in respect of the Trigger Event Notice Date, if the Common Shares are:
				(a) then admitted to trading on a Relevant Stock Exchange, the higher of:
				(b) not then admitted to trading on a Relevant Stock Exchange, the higher of (ii) and (iii) above;
			"Current Market Price" means, in respect of a Common Share at a particular date, the average of the daily Volume Weighted Average Price of a Common Share on each of the 5 consecutive dealing days ending on the dealing day immediately preceding such d...
				(a) if the Common Shares to be issued and delivered do not rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Common Shares shall have been based on a price cum-Dividend (or cum-any other en...
				(b) if the Common Shares to be issued and delivered do rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Common Shares shall have been based on a price ex-Dividend (or ex-any other entitlem...
			"Dividend" means any dividend or distribution to Shareholders in respect of the Common Shares (including a Spin-Off) whether of cash, assets or other property (and for these purposes a distribution of assets includes without limitation an issue of Co...
				(a) where:
				(b) any issue of Common Shares falling within Conditions 5.3(a) or 5.3(b)‎ shall be disregarded;
				(c) a purchase or redemption or buy back of share capital of the Bank by or on behalf of the Bank in accordance with any general authority for such purchases or buy backs approved by a general meeting of Shareholders and otherwise in accordance with t...
				(d) if the Bank or any member of the Group shall purchase, redeem or buy back any depositary or other receipts or certificates representing Common Shares, the provisions of paragraph ((c)) above shall be applied in respect thereof in such manner and w...
				(e) where a dividend or distribution is paid or made to Shareholders pursuant to any plan implemented by the Bank for the purpose of enabling Shareholders to elect, or which may require Shareholders, to receive dividends or distributions in respect of...
			"EURIBOR" means:
				(a) the euro inter-bank offered rate administered by the Banking Federation of the European Union (or any other person which takes over the administration of that rate) for the relevant period which is published on the relevant Screen Page as of 11.00...
				(b) (if no such rate is available) the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the quotations offered for euro deposits of the relevant maturity by four major banks in the Euro-zone inte...
			"Newco Scheme" means a scheme of arrangement or analogous proceeding (Scheme of Arrangement) which effects the interposition of a limited liability company ("Newco") between the Shareholders of the Bank immediately prior to the Scheme of Arrangement ...
				(a) only ordinary shares of Newco or depositary or other receipts or certificates representing ordinary shares of Newco are issued to Existing Shareholders;
				(b) immediately after completion of the Scheme of Arrangement the only shareholders of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares of Newco, are Existing Shareholders and ...
				(c) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only ordinary shareholder (or shareholders) of the Bank;
				(d) all Subsidiaries of the Bank immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary) are Subsidiaries of the Bank (or of Newco) immediately after completion of the Scheme of Arrangement; and
				(e) immediately after completion of the Scheme of Arrangement, the Bank (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Bank immediately prio...
			"Spin-Off" means:
				(a) a distribution of Spin-Off Securities by the Bank to Shareholders as a class; or
				(b) any issue, transfer or delivery of any property or assets (including cash or shares or other securities of or in or issued or allotted by any entity) by any entity (other than the Bank) to Shareholders as a class or, in the case of or in connectio...
		1.2 References to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made in accordance therewith or under such...
		1.3 References to any issue or offer or grant to Shareholders or Existing Shareholders "as a class" or "by way of rights" shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders or Existing Shareholders, ...
		1.4 In making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as an Independent Financial Adviser determines in good faith appropriate to reflect any consolidation or s...
		1.5 For the purposes of Condition 5.3 only (a) references to the "issue" of Common Shares or Common Shares being issued shall, if not otherwise expressly specified in these Conditions, include the transfer and/or delivery of Common Shares, whether new...
	2. FORM AND STATUS
		2.1 The Preferred Securities will be issued in bearer form.
		2.2 Unless previously converted into Common Shares pursuant to Condition 5, the payment obligations of the Bank under the Preferred Securities on account of the Liquidation Preference or otherwise of principal constitute direct, unconditional, unsecur...
			(a) pari passu among themselves and with (i) all other claims in respect of any liquidation preference or otherwise for principal in respect of any outstanding Additional Tier 1 Instruments and (ii) any other subordinated obligations (créditos subordi...
			(b) junior to (i) any unsubordinated obligations of the Bank, (ii) any subordinated obligations (créditos subordinados) of the Bank which become subordinated pursuant to Article 92.1º of the Insolvency Law and (iii) any other subordinated obligations ...
			(c) senior to (i) any claims for the liquidation amount of the Common Shares and (ii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the...
	3. DISTRIBUTIONS
		3.1 The Preferred Securities accrue Distributions:
			(a) in respect of the period from (and including) the Closing Date to (but excluding) the First Reset Date at the rate of 6.75 per cent. per annum; and
			(b) in respect of each Reset Period, at the rate per annum equal to the aggregate of the Initial Margin and the 5-year Mid-Swap Rate (quoted on an annual basis) for such Reset Period, converted to a quarterly rate in accordance with market convention ...
		3.2 The Bank will be discharged from its obligations to pay Distributions on the Preferred Securities by payment to the Principal Paying Agent for the account of the holder of the relevant Preferred Securities on the relevant Distribution Payment Date...
		3.3 The Bank may elect, in its sole and absolute discretion, to cancel the payment of any Distribution in whole or in part at any time that it deems necessary or desirable and for any reason.
		3.4 Payments of Distributions in any financial year of the Bank shall be made only out of Available Distributable Items.  To the extent that (i) the Bank has insufficient Available Distributable Items to make Distributions on the Preferred Securities ...
		3.5 No Distribution will be made on the Preferred Securities until the Maximum Distributable Amount (if required) is calculated and if and to the extent that such payment would cause the Maximum Distributable Amount (if any) then applicable to the Ban...
		3.6 Distributions on the Preferred Securities will be non-cumulative.  Accordingly, if any Distribution (or part thereof) is not made in respect of the Preferred Securities as a result of any election of the Bank to cancel such Distribution pursuant t...
		3.7 No such election to cancel the payment of any Distribution (or part thereof) pursuant to Condition 3.3 above or non-payment of any Distribution (or part thereof) as a result of the limitations on payment set out in Conditions 3.4 and 3.5 above wil...
		3.8 The election to cancel the payment of any Distribution (or part thereof) pursuant to Condition 3.3 above or non-payment of any Distribution (or part thereof) as a result of the limitations on payment set out in Conditions 3.4 and 3.5 above will be...
		3.9 Save as described in this Condition 3, the Preferred Securities will confer no right to participate in the profits of the Bank.
		3.10 The Agent Bank will at or as soon as practicable after the relevant time on each Reset Determination Date at which the Distribution Rate is to be determined, determine the Distribution Rate for the relevant Reset Period.  The Agent Bank will caus...
		3.11 For the avoidance of doubt, the Agent Bank shall not be responsible to the Bank, the Holders or any third party as a result of the Agent Bank  having relied upon any quotation, ratio or other information provided to it by any person for the purpo...
		3.12 All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 3 by the Agent Bank, shall (in the absence of wilful defaul...
	4. LIQUIDATION DISTRIBUTION
		4.1 Subject as provided in Condition 4.2 below, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Bank, the Preferred Securities (unless previously converted into Common Shares pursuant to Condition 5 below) wi...
		4.2 If, before such liquidation, dissolution or winding-up of the Bank described in Condition 4.1, the Trigger Event occurs but the relevant conversion of the Preferred Securities into Common Shares pursuant to Condition 5 below is still to take place...
		4.3 After payment of the relevant entitlement in respect of a Preferred Security as described in Conditions 4.1 and 4.2, such Preferred Security will confer no further right or claim to any of the remaining assets of the Bank.
	5. CONVERSION
		5.1 If the Trigger Event occurs at any time on or after the Closing Date, then the Bank will:
			(a) notify the Regulator and Holders thereof immediately following such determination by the Bank through (i) the filing of a relevant event (hecho relevante) announcement with the CNMV and its publication in accordance with the rules and regulations ...
			(b) not make any further Distribution on the Preferred Securities, including any accrued and unpaid Distributions, which shall be cancelled by the Bank in accordance with Condition 3 above; and
			(c) irrevocably and mandatorily (and without any requirement for the consent or approval of Holders) convert all the Preferred Securities into Common Shares (the "Trigger Conversion") to be delivered on the relevant Conversion Settlement Date.
		5.2 Subject as provided in Condition 5.9, the number of Common Shares to be issued on Trigger Conversion in respect of each Preferred Security to be converted (the "Conversion Shares") shall be determined by dividing the Liquidation Preference of such...
		5.3 Upon the happening of any of the events described below, the Floor Price shall be adjusted as follows:
			(a) If and whenever there shall be a consolidation, reclassification/redesignation or subdivision affecting the number of Common Shares, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to such consolidation,...
			(b) If and whenever the Bank shall issue any Common Shares credited as fully paid to Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than (i) where any such Common ...
			(c)
				(i) If and whenever the Bank shall pay any Extraordinary Dividend to Shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:
				(ii) If and whenever the Bank shall pay or make any Non-Cash Dividend to Shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:
				(iii) For the purposes of the above, Fair Market Value shall (subject as provided in paragraph ‎(a) of the definition of "Dividend" and in the definition of "Fair Market Value") be determined as at the Effective Date.
				(iv) In making any calculations for the purposes of this Condition 5.3(c), such adjustments (if any) shall be made as an Independent Financial Adviser may determine in good faith to be appropriate to reflect (A) any consolidation or sub-division of an...
			(d) If and whenever the Bank shall issue Common Shares to Shareholders as a class by way of rights, or the Bank or any member of the Group or (at the direction or request or pursuant to any arrangements with the Bank or any member of the Group) any ot...
			(e) If and whenever the Bank or any member of the Group or (at the direction or request or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity shall issue any Securities (other than Common Shares ...
			(f) If and whenever the Bank shall issue (otherwise than as mentioned in Condition 5.3(d) above) wholly for cash or for no consideration any Common Shares (other than Common Shares issued on conversion of the Preferred Securities or on the exercise of...
			(g) If and whenever the Bank or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity (otherwise than as mentioned in Conditions 5.3(d),...
			(h) If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any Securities (other than the Preferred Securities, which term shall for this purpose include any Further Pr...
			(i) If and whenever the Bank or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Bank or any member of the Group) any other company, person or entity shall offer any Securities in connection with whic...
			(j) If the Bank determines that a reduction to the Floor Price should be made for whatever reason, the Floor Price will be reduced (either generally or for a specified period as notified to Holders) in such manner and with effect from such date as the...
				(i) where the events or circumstances giving rise to any adjustment pursuant to this Condition 5.3 have already resulted or will result in an adjustment to the Floor Price or where the events or circumstances giving rise to any adjustment arise by vir...
				(ii) such modification shall be made to the operation of these Conditions as may be determined in good faith by an Independent Financial Adviser to be in its opinion appropriate (A) to ensure that an adjustment to the Floor Price or the economic effec...
		5.4 If the record date in respect of any consolidation, reclassification/redesignation or sub-division as is mentioned in Condition 5.3(a) above, or the record date or other due date for the establishment of entitlement for any such issue, distributio...
		5.5 If any doubt shall arise as to whether an adjustment falls to be made to the Floor Price or as to the appropriate adjustment to the Floor Price, and following consultation between the Bank and an Independent Financial Adviser, a written determinat...
		5.6 No adjustment will be made to the Floor Price where Common Shares or other Securities (including rights, warrants and options) are issued, offered, exercised, allotted, purchased, appropriated, modified or granted to, or for the benefit of, employ...
		5.7 On any adjustment, the resultant Floor Price, if a number of more decimal places than the initial Floor Price, shall be rounded down to such decimal place.  No adjustment shall be made to the Floor Price where such adjustment (rounded down if appl...
		5.8 On the Trigger Conversion of the Preferred Securities, the Common Shares to be issued and delivered shall be issued and delivered subject to and as provided below and immediately on such conversion the Preferred Securities shall cease to be outsta...
		5.9 Fractions of Common Shares will not be issued on Trigger Conversion and no cash payment or other adjustment will be made in lieu thereof.  Without prejudice to the generality of the foregoing, if one or more Delivery Notices and the related Prefer...
		5.10 On or prior to the Conversion Settlement Date, the Bank shall deliver to the Settlement Shares Depository such number of Common Shares as is required to satisfy in full the Bank's obligation to deliver Common Shares in respect of the Trigger Conv...
		5.11 A Holder or Selling Agent must pay (in the case of the Selling Agent by means of deduction from the net proceeds of sale referred to in Condition 5.10 above) any taxes and capital, stamp, issue and registration and transfer taxes or duties arisin...
		5.12 Neither the Principal Paying Agent nor the Agent Bank shall have any responsibility for, or liability or obligation in respect of, any loss, claim or demand incurred as a result of or in connection with a Trigger Event (or its disapplication, if ...
		5.13 Notwithstanding any other provision of this Condition 5 and subject to compliance with the provisions of the Spanish Companies Act and/or with any Applicable Banking Regulations, the Bank or any member of the Group may exercise such rights as it ...
	6. OPTIONAL REDEMPTION
		6.1 The Preferred Securities are perpetual and are only redeemable in accordance with the following provisions of this Condition 6.
		6.2 Subject to Conditions 6.3 and 6.4 below, the Preferred Securities shall not be redeemable prior to the First Reset Date.  All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank, subject to (i) the prior conse...
			(a) on or before such redemption of the Preferred Securities, the Bank replaces the Preferred Securities with instruments qualifying as Tier 1 Capital of an equal or higher quality on terms that are sustainable for the income capacity of the Bank; or
			(b) the Bank has demonstrated to the satisfaction of the Regulator that its Tier 1 Capital and Tier 2 capital would, following such redemption, exceed the requirements laid down in article 92(1) of the CRR and the combined buffer requirement as define...
		6.3 If, on or after the Closing Date, there is a Capital Event, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Bank, subject to the prior consent of the Regulator and otherwise in accordance with Applicable Ba...
		6.4 If, on or after the Closing Date, there is a Tax Event, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Bank, subject to the prior consent of the Regulator and otherwise in accordance with Applicable Bankin...
		6.5 The decision to redeem the Preferred Securities must be irrevocably notified by the Bank to Holders upon not less than 30 nor more than 60 days' notice prior to the relevant redemption date through the filing of a relevant event (hecho relevante) ...
		6.6 If the Bank gives notice of redemption of the Preferred Securities, then by 12:00 (CET) on the relevant redemption date, the Bank will:
			(a) irrevocably deposit with the Principal Paying Agent funds sufficient to pay the Redemption Price; and
			(b) give the Principal Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders.
		6.7 If the notice of redemption has been given, and the funds deposited and instructions and authority to pay given as required above, then on the date of such deposit:
			(a) Distributions on the Preferred Securities shall cease;
			(b) such Preferred Securities will no longer be considered outstanding; and
			(c) the Holders will no longer have any rights as Holders except the right to receive the Redemption Price.
		6.8 If either the notice of redemption has been given and the funds are not deposited as required on the date of such deposit or if the Bank improperly withholds or refuses to pay the Redemption Price of the Preferred Securities, Distributions will co...
		6.9 The Bank may not give a notice of redemption pursuant to this Condition 6 if the Trigger Event has occurred.  If the Trigger Event has occurred after a notice of redemption shall have been given by the Bank but before the relevant redemption date,...
		6.10 Following the occurrence of a Tax Event or a Capital Event, the Bank may, at any time, without the consent of the Holders, and subject to receiving consent from the Regulator, having given not less than 30 nor more than 60 days’ notice to the Hol...
	7. PURCHASES OF PREFERRED SECURITIES
	8. UNDERTAKINGS
		(a) not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on Trigger Conversion, Common Shares could not, under any applicable law then in effect, be legally issued as fully paid;
		(b) if any offer is made to all (or as nearly as may be practicable all) Shareholders (or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any associates of the offeror) to acquire all or a majority of the i...
		(c) in the event of a Newco Scheme, take (or shall procure that there is taken) all necessary action to ensure that such amendments are made to these Conditions immediately after completion of the Scheme of Arrangement as are necessary to ensure that ...
			(i) admitted to the Relevant Stock Exchange; or
			(ii) listed and/or admitted to trading on another Recognised Stock Exchange,
		(d) issue, allot and deliver Common Shares upon Trigger Conversion subject to and as provided in Condition ‎5;
		(e) use all reasonable endeavours to ensure that its issued and outstanding Common Shares and any Common Shares issued upon Trigger Conversion will be admitted to listing and trading on the Relevant Stock Exchange or will be listed and/or admitted to ...
		(f) at all times keep in force the relevant resolutions needed for issue, free from pre-emptive rights, sufficient authorised but unissued Common Shares to enable Trigger Conversion of the Preferred Securities, and all rights of subscription and excha...
		(g) where the provisions of Condition 5 require or provide for a determination by an Independent Financial Adviser or a role to be performed by a Settlement Shares Depository, the Bank shall use all reasonable endeavours promptly to appoint such perso...
	9. GENERAL MEETING OF HOLDERS
		9.1 The Bank may, with the consent of the Principal Paying Agent, but without the consent of the Holders amend these Conditions to (a) correct any manifest error, (b) make any amendment of a formal, minor or technical nature or to comply with mandator...
		In addition, the Bank and the Holders, the latter with the sanction of a resolution of the General Meeting of Holders, may agree any modification, whether material or not, to these Conditions and any waiver of any breach or proposed breach of these Co...
		9.2
			(a) The Bank may at any time and, if required in writing by Holders holding not less than 10 per cent in aggregate Liquidation Preference of the Preferred Securities for the time being outstanding, shall convene a General Meeting of Holders and if the...
			(b) At least 21 natural days' notice specifying the place, day and hour of the meeting shall be given to the Holders in the manner provided in Condition 11. The notice, which shall be in the English language, shall state generally the nature of the bu...
			(c) The person (who may but need not be a Holder) nominated in writing by the Bank (the “Chairman”) shall be entitled to take the chair at each meeting but if no nomination is made or if at any meeting the person nominated is not present within 15 min...
			(d) At any meeting one or more Eligible Persons present and holding or representing in the aggregate not less than 5 per cent in Liquidation Preference of the Preferred Securities for the time being outstanding shall (except for the purpose of passing...
				(i) without prejudice to the provisions of Condition 3 (including, without limitation, the right of the Bank to cancel the payment of any Distributions on the Preferred Securities), a modification of the payment date in respect of any Distributions or...
				(ii) a modification of the currency in which payments under the Preferred Securities are to be made; or
				(iii) a modification of the majority required to pass an Extraordinary Resolution; or
				(iv) alteration of this proviso or the proviso to Condition 9.1(f) below,
			the quorum shall be one or more Eligible Persons present and holding or representing in the aggregate not less than two-thirds in Liquidation Preference of the Preferred Securities for the time being outstanding.
			(e) If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice t...
			(f) At any adjourned meeting one or more Eligible Persons present (whatever the Liquidation Preference of the Preferred Securities so held or represented by them) shall (subject as provided below) form a quorum and shall (subject as provided below) ha...
			(g) Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if ten were substituted for 21 in Condition 9.1(b) and the notice shall state the rel...
		9.3
			(a) Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (...
			(b) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or the Bank or by any Eligible Person present (whatever the Liquidation Preference of the Preferred Securities held by him)...
			(c) Subject to Condition 9.2(e) if at any meeting a poll is demanded it shall be taken in the manner and, subject as provided below, either at once or after an adjournment as the Chairman may direct and the result of the poll shall be deemed to be the...
			(d) The Chairman may, with the consent of (and shall if directed by) any meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting except business, which might lawfully (but for la...
			(e) Any poll demanded at any meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.
			(f) Any director or officer of the Bank and its lawyers and financial advisers may attend and speak at any meeting. Subject to this, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting of the Holders...
			(g) Subject as provided in Condition 9.2(f), at any meeting:
				(i) on a show of hands every Eligible Person present shall have one vote; and
				(ii) on a poll every Eligible Person present shall have one vote in respect of each €100,000 or such other amount as the Principal Paying Agent shall in its absolute discretion specify in Liquidation Preference of the Preferred Securities in respect o...
			(h) Any resolution passed at a meeting of the Holders duly convened and held shall be binding upon all the Holders whether present or not present at the meeting and whether or not voting and each of them shall be bound to give effect to the resolution...
			(i) To be passed at a meeting of the Holders duly convened and held in accordance with the provisions of this Condition 9, (i) a resolution (other than an Extraordinary Resolution) shall require a majority of the persons voting on the resolution upon ...
			(j) The expression “Extraordinary Resolution” when used in this Condition 9 means a resolution to be passed by the General Meeting of Holders in connection with the following matters:
				(i) any compromise or arrangement proposed to be made between the Bank and the Holders;
				(ii) any abrogation, modification, compromise or arrangement in respect of the rights of the Holders against the Bank or against any of its property whether these rights arise under the Agency Agreement, these Conditions or the Preferred Securities or...
				(iii) any modification of the provisions contained in the Agency Agreement, these Conditions or the Preferred Securities, which is proposed by the Bank, other than as set forth in the first paragraph to Condition 9.1 above;
				(iv) any authority or approval which under the provisions of Condition 9 or the Preferred Securities is required to be given by Extraordinary Resolution; and
				(v) any appointment of any persons (whether Holders or not) as a committee or committees to represent the interests of the Holders and to confer upon any committee or committees any powers or discretions which the Holders could themselves exercise by ...
			(k) Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from time to time provided for that purpose by the Bank and any minutes signed by the Chairman of the meeting at which any resolution was pas...
			(l) For the purposes of calculating a period of natural days, no account shall be taken of the day on which a period commences or the day on which a period ends.
			(m) The initial provisions governing the manner in which Holders (including accountholders in the European Clearing Systems) may attend and vote at a meeting of the holders of Preferred Securities are set out in the Agency Agreement. The Principal Pay...
	10. TAXATION
		10.1 All payments of Distributions and other amounts payable in respect of the Preferred Securities by the Bank will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments o...
		10.2 The Bank shall not be required to pay any additional amounts as referred to in Condition 10.1 in relation to any payment in respect of Preferred Securities:
			(a) to, or to a third party on behalf of, a Holder or to the beneficial owner of Preferred Securities who is liable for such Taxes in respect of such Preferred Security by reason of his having some connection with Spain other than the mere holding of ...
			(b) to, or to a third party on behalf of, a Holder or to the beneficial owner in respect of whose Preferred Security the Bank does not receive in a timely manner a duly executed and completed certificate from the Fiscal Agent, pursuant to Law 10/2014 ...
			(c) to, or to a third party on behalf of, a Holder or to the beneficial owner of Preferred Securities who failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality, residenc...
			(d) presented for payment more than thirty days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of thirty days; or
			(e) in relation to any estate, inheritance, gift, sales, transfer or similar taxes; or
			(f) to, or to a third party on behalf of, a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment, to the extent that payment would be required by the laws of Spain to be included...
		10.3 In addition, additional amounts as referred to in Condition 10.1 will not be payable with respect to any Taxes that are imposed in respect of any combination of the items set forth above.
		10.4 All payments in respect of the Preferred Securities will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 10.1 and (ii) any wi...
		10.5 For the purposes of this Condition 10, the "Relevant Date" means, in respect of any payment, the date on which such payment first becomes due and payable, except that, if the full amount of the moneys payable has not been duly received by the Pri...
	11. NOTICES
	12. AGENTS
	13. PRESCRIPTION
	14. GOVERNING LAW AND JURISDICTION
		14.1 The Preferred Securities and any non-contractual obligations arising out of or in connection with the Preferred Securities shall be governed by, and construed in accordance with, Spanish law.
USE OF PROCEEDS
DESCRIPTION OF THE ISSUER
	(a) Legal name, place of registration and registration number of the Issuer
	(b) Date of incorporation and length of life
	(c) Legal form and registration details
	(d) Issuer's financial statement
	(e) Selected Financial Information
	Consolidated balance sheet of the Issuer as of and for the years ended 31 December 2016 and 31 December 2015:
		(*) Presented for comparison purposes only. See Note 1.d of the audited consolidated financial statements of the Issuer for the year ended 31 December 2016.
		(*) Presented for comparison purposes only. See Note 1.d of the audited consolidated financial statements of the Issuer for the year ended 31 December 2016.
	Consolidated income statement of the Issuer as of and for the years ended 31 December 2016 and 31 December 2015
		(*) Presented for comparison purposes only. See Note 1.d of the audited consolidated financial statements of the Issuer for the year ended 31 December 2016.
	Capital ratios of the Group as of 31 December 2016 and pro-forma capital ratios of the Group upon the issue of the Preferred Securities, assuming full subscription (phased in)
	(*) Common Equity Tier 1 of the Bank (solo CET 1) as of 31 December 2016 is 14.77%.
	(f) Business Areas
	(g) Recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer’s solvency
	(h) Significant new products and/or activities
	(i) Principal Markets: brief description of the principal markets in which the Issuer competes
	(j) Organisational Structure
	(k) Trend Information
	(l) Administrative, Management and Supervisory Bodies
	(m) Principal Activities Outside the Issuer
	(n) Major Shareholders
	(o) Legal and arbitration proceedings
MARKET INFORMATION
DESCRIPTION OF THE SHARES
TAXATION
	1. Tax treatment of the Preferred Securities
		1.1 Individuals with tax residency in Spain
			(a) Personal Income Tax (Impuesto sobre la Renta de las Personas Físicas)
			(b) Wealth Tax (Impuesto sobre el Patrimonio)
			(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
		1.2 Legal entities with tax residency in Spain
			(a) Corporate Income Tax (Impuesto sobre Sociedades)
			(b) Wealth Tax (Impuesto sobre el Patrimonio)
			(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
		1.3 Individuals and legal entities with no tax residency in Spain
			(a) Non-Residents Income Tax (Impuesto sobre la Renta de No Residentes)
				(i) Non-Spanish tax resident investors acting through a permanent establishment in Spain
				(ii) Non-Spanish tax resident investors not operating through a permanent establishment in Spain
			(b) Wealth Tax (Impuesto sobre el Patrimonio)
			(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
		1.4 Reporting obligations
			(a) the identification of the Preferred Securities with respect to which the relevant payment is made;
			(b) the date on which the relevant payment is made;
			(c) the total amount of the relevant payment;
			(d) the amount of the relevant payment paid to each entity that manages a clearing and settlement system for securities situated outside of Spain.
		1.5 Conversion of the Preferred Securities into Common Shares
			(a) Individuals with tax residency in Spain
			(b) Legal entities with tax residency in Spain
			(c) Individuals and legal entities with no tax residency in Spain
				(i) Non-Spanish tax resident investors operating through a permanent establishment in Spain
				(ii) Non-Spanish tax resident investors not operating through a permanent establishment in Spain
	2. Taxation on Ownership and Transfer of Common Shares
		2.1 Individuals with tax residency in Spain
			(a) Personal Income Tax (Impuesto sobre la Renta de las Personas Físicas)
				(i) Taxation of dividends
				(ii) Taxation of capital gains
			(b) Wealth Tax (Impuesto sobre el Patrimonio)
			(c) Spanish Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
		2.2 Legal entities with tax residency in Spain
			(a) Corporate Income Tax (Impuesto sobre Sociedades)
				(i) Taxation of dividends
				(ii) Taxation of capital gains
			(b) Wealth Tax (Impuesto sobre el Patrimonio)
			(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
		2.3 Individuals and legal entities with no tax residency in Spain
			(a) Non-Resident Income Tax (Impuesto sobre la Renta de No Residentes)
				(i) Non-Spanish tax resident investors operating through a permanent establishment in Spain to which the Common Shares are attributable
				(ii) Non-Spanish tax resident investors not operating through a permanent establishment in Spain to which the Common Shares are attributable
			 the Issuer's assets do not mainly consist of, directly or indirectly, Spanish real estate;
			 if the non-resident transferor is an individual, that at any time during the preceding twelve months the non-Spanish tax resident Holder has not held a direct or indirect interest of at least 25 per cent. in the Issuer's capital or net equity;
			 if the non-resident transferor is an entity and the transfer of our shares complies with the requirements to apply CIT participation exemption regime (see paragraph 2.2(a)(ii)) and
			 the gain is not obtained through a country or territory defined as a tax haven under applicable Spanish regulations.
			(b) Wealth Tax (Impuesto sobre el Patrimonio)
			(c) Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
	3. Direct refund from Spanish tax authorities procedures
	5. Proposed Financial Transaction Tax
	6. Foreign Account Tax Compliance Act
SUBSCRIPTION, SALE AND TRANSFER
	Japan
	Italy
GENERAL INFORMATION
	1. Listing
	2. Authorisation
	3. Significant/Material Change
	4. Auditors
	5. Listing Agent
	6. Documents on Display
	7. Material Contracts
	8. Interests of Natural and Legal Persons Involved in the Offer of the Preferred Securities
	9. Legend Concerning U.S. Persons
	10. Listing of the Shares
	11. Other relationships
                        

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