RNS Number:1876E
Banesto 'Banco Espanol de Credito'
20 September 2007



                                                      Notices by


                                                        BANESTO


                                    With Respect to its Extendible Short Term Notes

                            Initially Due on April 18, 2008 and with a Final Maturity Date

                                                   of April 18, 2012

                                         Bearing the Original CUSIP: 059878AS7

                                             Record Date: October 3, 2007

                                        Recommended Deadline: October 12, 2007

                                        Interest Payment Date: October 18, 2007

Issuer notice regarding Spanish     Beginning on October 4, 2007 (8:00 a.m. EST) and continuing until October 12, 2007
withholding tax requirements.       (8:00 p.m. EST), in order to secure relief-at-source from Spanish withholding tax,
                                    DTC participants must (i) enter into the Acupay System information about beneficial
                                    owners who are exempt from Spanish Non-Resident Income Tax ("NRIT"), (ii) prepare
                                    and send Spanish tax certificates with respect to such clients and (iii) make
                                    corresponding DTC EDS elections. These steps should be undertaken in accordance
                                    with the procedures laid out in this DTC Important Notice.

                                    Failure to do so could result in withholding of 18% of the income that would be
                                    otherwise received.

Issuer Notice of Extension Election Holders of the notes are invited to transmit elections to extend the maturity of
Period                              the notes to November 11, 2008 . The election period will begin on October 4, 2007
                                    at 9:00 a.m.

                                    Elections to extend the maturity date of the notes must be received by the
                                    custodian bank or broker holding the notes in sufficient time so that information
                                    relating to such extensions can be entered by such custodian bank or broker in both
                                    the Acupay System and also in DTC's APUT system by the Recommended Deadline, or
                                    under special circumstances until 5:00 p.m. New York City time on October 17,
                                    2007). Please check with your custodian bank or broker to learn of any particular
                                    deadlines they may impose to receive such elections.

                                    A holder who does not elect to extend the maturity of his notes will be subject to
                                    a mandatory exchange of his notes into non-extendible notes due . Such
                                    non-extendible notes bearing CUSIP 059878AB4 would be delivered on October 18,
                                    2007.

                                    Information regarding the timing of the current election period is set forth below:
                                      Interest Payment Date       Maturity, if Extended      Maturity, if NOT Extended
                                         October 18, 2007           November 11, 2008             August 11, 2008

                                    Detailed Operational Procedures and Guidelines

                                                       regarding

                                                        BANESTO


                                    With Respect to its Extendible Short Term Notes

Initially Due on April 18, 2008 and with a Final Maturity Date of April 18, 2012

Background information about        Pursuant to Law 13/1985 (as amended by Law 19/2003 and Law 23/2005) and Royal
Spanish tax law requirements        Decree 2281/1998 (as amended by Royal Decree 1778/2004), income derived from the
                                    above securities by a Non-Spanish resident holder who does not act with respect to
                                    such securities through a permanent establishment in Spain or a Spanish resident
                                    corporation will not be subject either to the 18% Non-Resident Income Tax (NRIT) in
                                    Spain or to a 18% withholding rate on account of the Spanish Corporate Income Tax
                                    unless the non-resident holder (i) derives the income through a "tax haven"
                                    territory (as defined in Royal Decree 1080/1991 of 5 July 1991) or (ii) fails to
                                    comply with the relevant tax residency certification procedures as described below.
                                    Should a U.S.-based DTC participant hold securities on behalf of an institution
                                    located in a tax haven country, who is then holding the securities on behalf of an
                                    otherwise entitled beneficial owner (such as a U.S. resident), the beneficial owner
                                    would not be entitled to receive exemption from withholding tax on those
                                    securities. Please refer to Annex A for a list of tax haven countries and
                                    territories.

                                    Participants requesting exemption from Spanish NRIT via DTC's Elective Dividend
                                    Service (EDS) are required to provide beneficial owner tax information in support
                                    of their DTC EDS elections. The Issuer, the Guarantor and the Issuing and Paying
                                    Agent have arranged certain procedures with DTC and Acupay System to facilitate the
                                    collection from participants of such information concerning the identity and
                                    residence of the beneficial owners of the securities. Failure to (i) certify via
                                    EDS, (ii) provide beneficial owner information via Acupay, or (iii) to follow the
                                    required procedures, will result in 18% withholding from the interest payment.

Summary of steps you will need to    1. Register to use the Acupay System.
take                                 2. Transmit to your clients the Issuer's Notice of Extension Election Period.
                                        Solicit your clients' response to the notice.
Details on each step follow below.   3. Upload beneficial owner information into Acupay System.
                                     4. Print, sign and send Spanish tax certificates.
                                     5. Make "DTC APUT" instruction(s) recapping your clients' extension elections.
                                     6. Make summary tax election via DTC's EDS.

1.Register to use the Acupay System DTC participants must visit the Acupay System website at www.acupaysystem.com and
                                    register (i) their institution, (ii) one or more authorized employees who will be
                                    responsible for making tax certifications on the behalf of the DTC participant and
                                    (iii) financial intermediaries  (i.e. "downstream correspondents") for which the
                                    DTC participants provide clearing arrangements on an "omnibus" basis.

1.A. Already registered? Then move  If the participant, its downstream correspondents, or members of their respective
on to Step 2!                       teams, were previously registered to use the Acupay System (for this or any other
                                    securities issue), there is no need to register again - their existing login
                                    details should still work

1.B. If you're not registered...but DTC participants that are located in OECD (Organization for Economic Co-operation
you're in an OECD Country...you're  and Development) countries are permitted to register in the Acupay System and to
invited!                            participate in the "tax relief-at-source" procedures including the submission of
                                    beneficial owner extension information. Please refer to Annex B for a list of OECD
                                    Countries.

1.C. Neither registered, nor in an  DTC participants that are located in a country with which Spain has entered into a
OECD Country?...maybe you're in a   treaty for the avoidance of double taxation (Tax Treaty Countries) are permitted to
"Tax Treaty" country...if so,       register in the Acupay System and to participate in the tax relief-at-source
you're invited!                     procedures including the submission of beneficial owner extension information.
                                    Please refer to Annex C for a list of Tax Treaty Countries.

1.D. Not registered and not located DTC participants or their downstream correspondents which are not located in OECD
in an OECD or Tax Treaty Country?   (Organisation for Economic Co-operation and Development) Countries or in a country
                                    with which Spain has entered into a Treaty for the Avoidance of Double Taxation
                                    (Tax Treaty Countries) will be allowed to register in the Acupay System for the
                                    purpose of submitting beneficial owner extension information  but will not be
                                    eligible to participate in the "Relief-at-Source Procedures". Such entities may,
                                    however, follow the "Quick Refund Procedures" discussed below. Please refer to
                                    Annex B and C respectively for a list of OECD Countries and Tax Treaty Countries.



                                    DTC participants and downstream correspondents located in tax haven countries are
                                    allowed to register in the Acupay System for the purpose of submitting beneficial
                                    owner extension information but are not eligible to use the Acupay System to submit
                                    beneficial owner tax information, nor to use DTC's EDS for Spain.

1.E. If you "clear" for other       IMPORTANT: Participants that clear for downstream correspondents on an omnibus
firms, please register them to use  basis are subject to revised operational requirements regarding entering beneficial
Acupay!                             owner information into the Acupay System. To comply with Spanish tax regulations
                                    and "Know Your Customer" policies mandated by the USA PATRIOT Act, Participants may
                                    not enter beneficial owner information into the Acupay System on behalf of their
                                    omnibus downstream correspondents. Omnibus downstream correspondents are required
                                    to enter their beneficial owner client information directly and Participants must
                                    confirm their downstream correspondents' aggregate omnibus positions. Please read
                                    the procedures in 3.C below carefully.

2. Transmit to your clients the     BANESTO requests that you transmit to your clients the Notice of Extension Election
Issuer's Notice of Extension        Period. BANESTO will reimburse participants for their reasonable costs in
Election Period. Solicit your       transmitting the notice. The notice is dated September 11, 2007.
clients' response to the notice.
                                    BANESTO also requests that you solicit responses from your clients who are the
                                    beneficial owners. Once your clients provide you with their response, you should
                                    promptly enter their response in both the Acupay System and DTC's APUT system. This
                                    should be done as described in Steps 3 and 5. Don't wait to "batch-together"
                                    multiple client responses - Keep your entries current!

                                    The Issuer's notice indicates that holders of the notes are invited to elect to
                                    extend the maturity of their notes. In the absence of any response, your clients'
                                    notes will be mandatorily exchanged with notes that mature on August 11, 2008 .
                                    However, if your clients elect to extend the maturity date of the notes, the
                                    maturity of their notes will be extended to November 11, 2008. PLEASE NOTE:
                                    Extension election procedures like these will take place quarterly until April
                                    2011.

3. Enter beneficial owner           As soon as you get a response from your clients (i.e. the beneficial owners) on
Information in the Acupay System    whether or not they wish to extend the maturity of their notes, you should
before October 18, 2007 (9:45:00    immediately enter such information into the Acupay System.
AM)
                                    For reasons that will become clearer as you read this instruction, it is essential
                                    that this information be entered FIRST before any entries are made in DTC's APUT or
                                    EDS systems.

                                    It is important that this step be completed by the Recommended Deadline of October
                                    12, 2007 8:00 p.m. EST. However, in the case of late settling trades additional
                                    entries can be made until October 17, 2007 at 8:00 p.m. In the case of trades
                                    settling on the Interest Payment Date (October 18, 2007) the Acupay System will be
                                    available on that day until 9:45 a.m. EST to permit late entry of information (or
                                    changes to previously entered information).

3.A. Five types of information      This is the information you will need to enter about each beneficial owner: Some
needed about each BO.               information is required, while other information can be provided at your option (to
                                    help you "tie-back" entries to your firm's records.

                                    Mandatory Information

                                     1. Name of the investor (not the name of the external fund manager or the BO's
                                        custodian bank - instead, you should supply the name of the entity which
                                        beneficially owns the security).
                                     2. Country of residence of the beneficial owner.
                                     3. Amount of notes to be held on Interest Payment Date by the beneficial owner (you
                                        can enter the amount of securities held on the day you enter the information,
                                        but remember, please update that amount if the client's position changes
                                        between then and the Interest Payment Date. The notes can be identified in the
                                        Acupay System using either their original CUSIP or the Contra CUSIP associated
                                        with extension elections.
                                     4. Extension Amount. - The amount of the BO's notes for which you have received a
                                        request from the investor to extend the maturity until November 11, 2008.
                                     5. For Spanish Corporate Investors Only - the beneficial owner's Street Address and
                                        Tax Identification Number.

                                    Optional Information

                                     1. Tax ID (This is mandatory for investors who are Spanish corporations).
                                     2. Account Number of the beneficial owner at your custodian bank or brokerage.
                                     3. Client address and telephone number. (Please remember that addresses are
                                        mandatory for Spanish corporate investors).

3.B. Three Acupay methods are       These are the three methods. Complete details, and "help" regarding each method are
available for entering beneficial   available on the Acupay website.
owner details.
                                     1. One-by-One Method - participants with a small number of beneficial owners may
                                        use this method to separately enter individual beneficial owner information.
                                     2. Bulk "Cut-and-paste" Method - participants with a larger number of clients can
                                        use this method to (i) download client data from their internal systems, (ii)
                                        paste this data into a formatted Excel spreadsheet and (iii) paste the
                                        spreadsheet into a secure Acupay "upload portal".
                                     3. Renew Previous Submissions Method-Through a single "push of a button" a
                                        participant can confirm that previous beneficial owners (and their related
                                        information), which were submitted for a previous payment period, are still
                                        valid for the current period.

3.C. Confirm total holdings of      DTC participants that provide clearing arrangements for downstream correspondents,
downstream omnibus clearing         irrespective of whether such downstream correspondents are Qualified Intermediaries
clients.                            (as described by the US IRS in Revenue Procedure 2000-12 found in Cumulative
                                    Bulletin 2000-1 of Internal Revenue Bulletin 2000-4) should:

                                     i. Register their downstream correspondents in the Acupay System by entering the
                                    details of such downstream correspondents directly into the "Add a New Registered
                                    Downstream Correspondent" section of their Acupay System account, or by allowing
                                    such downstream correspondents to register themselves by providing them with the
                                    Acupay Registration Code found within the "View Downstream Correspondent
                                    Registrations" section of the Acupay System.

                                    * Once registered the downstream correspondents will be able to process Acupay tax
                                    relief-at-source client certifications for their own clients. Since downstream
                                    correspondents are required to "know their clients", it is logical that they are
                                    the entities, which should enter client information regarding their clients into
                                    the Acupay System - not the upstream clearer (which is a DTC participant).

                                    ii. Confirm the downstream correspondent's omnibus position. The DTC participant
                                    should confirm the aggregate position in the securities held on the behalf of each
                                    of its downstream correspondents. This confirmation is made ONLY with regard to the
                                    aggregate omnibus amount held by the downstream correspondents, NOT with regard to
                                    the identity or details of the end investor clients of the downstream
                                    correspondents. These aggregate position confirmations should be kept updated
                                    through 9:45 a.m. on the Interest Payment Date (just like all other information
                                    entered in the Acupay System).

                                    iii. Make the necessary EDS elections, to match the total amount of Acupay
                                    certifications made by the downstream correspondent(s).
3.D. Update Acupay data as          The Recommended Deadline is October 12, 2007. However, it is the responsibility of
necessary until the Interest        DTC participants and their correspondents to update beneficial owner information
Payment Date.                       entered in the Acupay System as necessary to keep it in synch with clients' actual
                                    positions. Updating must continue until 9:45 a.m. on October 18, 2007 (the Interest
                                    Payment Date).
4. Print out, review, sign and send Once beneficial owner information has been entered into the Acupay System, the
tax certificates.                   system will produce, as applicable, Spanish tax certificates (I, II or III) for the
                                    interest income to be received by the beneficial owner. These certificates must be
                                    reviewed, printed, signed (if accurate), scanned and emailed to
                                    certify@acupaysytem.com or faxed to Acupay at +1-646-383-9489 or +44-207-067-8453.

                                    In the event that a beneficial owner has declined to extend the maturity of its
                                    notes the Acupay System will produce a second set of tax certificates (but only if
                                    non-extension will produce a taxable gain). This second set of certificates will
                                    need to be printed, reviewed, signed (if accurate) and sent in addition to the
                                    interest income tax certificates.
4.A. Only use official Acupay tax   Participants MUST use the tax certificates that are generated by the Acupay System
certificates                        (showing the official Acupay bar code) as no other form of tax certificate will be
                                    accepted. Acupay submissions (including beneficial owner information) will not be
                                    processed until Acupay has received signed tax certificates, as described above.
4.B. Keep certificates accurate     If any changes occur to the facts set out in tax certificates (between the date of
until October 18, 2007.             submission and the Interest Payment Date), participants are required to prepare and
                                    submit replacement certificates reflecting such changes.

                                    Care should be employed to assure that information in the tax certificates is kept
                                    "in-synch" with related summary information entered into the DTC APUT system and
                                    also in DTC EDS. All three "platforms" should be kept in-synch.
4.C. By November 15, 2007, original After the Interest Payment Date participants should send, via post or courier to
paper versions should be received   Acupay the original, signed copies of any tax certificates I, II and III that were
in London                           previously faxed or emailed as described above. These original paper signed tax
                                    certificates MUST be received by Acupay by no later than 5:00 p.m. London time on
                                    November 15, 2007 at the following address:

                                    Acupay System LLC
                                    Certifications
                                    Attn: Blanca Flores
                                    28 Throgmorton St - First Floor
                                    London EC2N 2AN
                                    United Kingdom Telephone: +44-207-382-0340

                                    PLEASE NOTE: A participant that obtains favorable tax treatment through these tax
                                    relief-at-source procedures and fails to submit the original physical certificates
                                    as described above, will be prohibited by the Issuer from using the procedure to
                                    obtain favorable tax treatment for future payments. In such event, the participant
                                    will receive any future interest payment on its entire position net of 18% NRIT
                                    withholding tax and relief will need to be obtained directly from the Spanish tax
                                    authorities by following the standard refund procedure established by Spanish tax
                                    law.
5. Enter "DTC APUT" instruction(s)  The DTC APUT system will be available for participants to enter "summary elections"
recapping all Extension elections   for all of the beneficial owners for whom extension elections have been received
                                    and entered into the Acupay System by the participant and its downstream
                                    correspondents.

                                    APUT entries can be made commencing on the morning of October 4, 2007.
5.A. Try to complete APUT entries   Both APUT and EDS will operate during parallel time periods. For reasons that will
before making EDS entries.          be explained at step "6" it is important that all APUT entries be completed before
                                    EDS entries. This relates to the impact of shifts from target CUSIPs to Contra
                                    CUSIPs occurring during the APUT process. It is important that all EDS entries be
                                    made using Contra's (if the related notes will "reside" in the Contra by Interest
                                    Payment Date). Therefore, securities being "elected" for extension should be moved
                                    into their Contra's first before EDS entries are attempted (assuming that notes are
                                    being both elected for extension and requested for tax relief).

                                    Both DTC systems will open on October 4, 2007. And,  the Recommended Deadline for
                                    both systems is October 12, 2007. Of course, the APUT automated system routinely
                                    "closes" at 12:00 p.m. while the EDS automated system operates until 8:00 p.m.

5.B. Late settlement APUT entries   The APUT system will be open for late entries and adjustments after the Recommended
and adjustments.                    Deadline, as follows:

                                      * Until 12:00 noon each New York business day until October 17, 2007 for
                                        automated entries. This is called the "APUT Automated Deadline".
                                      * After 12:00 noon and until 5:00 p.m. via manual requests to DTC staff until
                                        October 17, 2007.

                                    We wish to remind you that entries in APUT must generally be followed by entries in
                                    DTC's EDS. Therefore late entries in APUT will require close and careful
                                    coordination with EDS in order to assure proper processing of tax relief.

5.C. Keep APUT in-synch with ACUPAY APUT entries must be kept in alignment with corresponding beneficial owner data
                                    entered in the Acupay System (and related Spanish tax certificates).

6. Make summary tax elections via   Beginning at 9 a.m. on October 4, 2007 and continuing until 8 p.m. New York time on
DTC's EDS.                          October 12, 2007 (the Recommended Deadline), DTC participants must make an election
                                    via DTC EDS summarizing the aggregate positions that they reported via Acupay (and
                                    certified on Spanish tax certificates) as being exempt from Spanish withholding
                                    tax. The DTC EDS operates daily from 8:00 a.m. until 8:00 p.m.

6.A. Use the Contra-CUSIP obtained  Historically, close to 100% of all holders of extendible notes elect to extend
from APUT operation for related EDS their notes. And, "elections to extend" these notes necessitate the undertaking of
elections.                          APUT instructions by DTC participants - with a resultant movement of the securities
                                    from the original "target CUSIP" into a temporary Contra CUSIP.

                                    The "elected" notes will remain in the Contra CUSIP until late in the afternoon on
                                    the Interest Payment Date, after interest payments have been allocated to DTC
                                    participants. It is only after payment has been effected that "extended" notes are
                                    returned to the original CUSIP. Therefore, it is clear that interest will be paid
                                    on Interest Payment Date to the holders of the following CUSIPs:

                                      * Contra CUSIPs with respect to all holders who had elected to extend their
                                        notes.
                                      * Original CUSIPs with respect to only those holders who declined to extend
                                        their notes.

                                    In order for your clients who are exempt from the operation of Spanish withholding
                                    tax to be paid WITHOUT withholding, it is absolutely necessary that a DTC EDS
                                    election be made with respect to the CUSIP that will actually be paid on the
                                    Interest Payment Date.

                                    Therefore, it is important that whomever on the staff of the DTC participant who
                                    performs the DTC EDS entry be aware of the previous work "done" by the team
                                    responsible for APUT instructions.

                                    To summarize: For notes that have been elected to be extended via APUT, EDS
                                    instructions must be entered in the Contra CUSIP. For notes that have not been
                                    elected to be extended via APUT, EDS instructions must be entered in the Original
                                    CUSIP.

                                    Finally, both EDS and APUT need to be kept in alignment with beneficial owner
                                    information and certifications entered via Acupay.

                                    PLEASE NOTE:

                                    In order for the DTC participant to receive interest on the Interest Payment Date
                                    free of NRIT withholding (for further credit to their clients who are exempt from
                                    Spanish NRIT) the aggregate amounts certified through the Acupay System and those
                                    elected through DTC EDS must be in synch. It is the responsibility of each
                                    participant to ensure that the principal amount of notes, which they certify via
                                    Acupay, is equal to the principal amount of notes for which they have made DTC EDS
                                    elections at the exempt rate. Data introduced in both DTC EDS and Acupay may be
                                    modified by the participant (in both systems) until 8 p.m. New York time on October
                                    18, 2007.

6.B. Finish EDS entries last.       EDS entries ought to be made last....after Acupay and APUT.

                                    Of course, entries made through all three systems need to be kept updated and
                                    accurate until the morning of the Interest Payment Date.

6.C. Last minute manual EDS         DTC participants whose Acupay certifications and EDS elections are out of alignment
adjustments on Payment Date.        on the morning of the Interest Payment Date may request that DTC manually modify
                                    EDS elections to bring them into alignment by sending an EDS change request to DTC
                                    via email at SBollers@DTCC.com no later than 9:45 a.m. New York time on October 18,
                                    2007, with a copy to MMejia@DTCC.com, ROlivari@DTCC.com; rneves@DTCC.COM AND
                                    EDS@acupaysystem.com. Likewise, it is the responsibility of DTC participants and
                                    their correspondents to update beneficial owner information entered in the Acupay
                                    System as necessary to keep it in synch with clients' actual positions. Updating
                                    must continue until 9:45 a.m. New York time on October 18, 2007.

6.D. All systems must be in-synch.  DTC participants must ensure that EDS elections entered into DTC and beneficial
                                    owner data entered into the Acupay System are synchronized and updated to reflect
                                    any changes to beneficial ownership or DTC positions occurring prior to 9:45 a.m.
                                    on October 18, 2007 (the Interest Payment Date).

                                    The failure to correct any inconsistency between (i) DTC EDS elections and tax
                                    certificates and (ii) if an exchange operation is calculated to produce taxable
                                    income, beneficial owner Extension Information and DTC Extension elections
                                    (including any misalignment between the total par amount of notes to be exchanged
                                    for Non-Extendible notes by any DTC participant account (arising from the absence
                                    of timely DTC Extension elections) and the total par amount of notes to be
                                    exchanged for Non-Extendible notes determined via the related beneficial owner
                                    Extension Information supplied by the DTC participant via the Acupay System),
                                    including the failure to fax or send PDF copies of new or amended tax certificates
                                    by 9:45 a.m. on the relevant Interest Payment Date (or if Acupay does not confirm
                                    receipt of a communication of such correction by 9:45 a.m. on the relevant Interest
                                    Payment Date) will result in the payments in respect of the entirety of such
                                    participant's position being made net of Spanish withholding taxes.

                                    Notwithstanding any such error or inconsistency, all DTC Extension elections (and
                                    revocations of such extension elections) will be accepted by Acupay and will not
                                    result in an exchange of notes for Non-Extendible notes if such elections are made
                                    on a timely basis and in an amount equal to or less than the relevant participant's
                                    aggregate DTC position in the notes at the date and time submitted.

7. Quick Refund procedure.          Beneficial owners who received interest net of 18% NRIT withholding due to a
                                    misalignment of their EDS elections, APUT instructions and Acupay tax
                                    certifications may qualify for a refund through the Quick Refund Procedure. To
                                    utilize this procedure, participants must have submitted valid EDS elections during
                                    the tax relief-at-source EDS "window". Relief may be obtained only up to the amount
                                    of securities for which an EDS election was properly received by DTC as of 9:45
                                    a.m. on October 18, 2007. Refunds through the Quick Refund Procedure are not
                                    available for any position that was not previously elected for gross (exempt)
                                    treatment via EDS on or before 9:45 a.m. on the Interest Payment Date. Participants
                                    may use the Acupay System to request relief through the Quick Refund Procedures on
                                    behalf of their clients beginning October 19, 2007 and continuing until November 9,
                                    2007 at 5:00 p.m. New York time.

8. Direct refund from Spain.        If participants have not certified for any reason through the Relief at Source or
                                    Quick Refund Procedure and have received unfavorable tax treatment, eligible
                                    investors may request a tax refund from the Spanish tax authorities by following
                                    the Direct Refund procedure established by Spanish tax law.

9. DTC participants are responsible By submitting EDS elections and Acupay submissions and tax certifications DTC
for their submissions.              participants agree that they will indemnify BANESTO and its agents for any
                                    liability which they may incur as a result of reliance upon such information
                                    provided by such participant. The DTC participant also agrees to return any funds
                                    erroneously received (including any interest, penalties and additions to tax
                                    thereon) arising from its EDS elections and Acupay certifications.

10. Where to get additional         Questions regarding the APUT process should be directed to David Cybroski of DTC's
information.                        Reorganization Department at (212) 855- 5137.

                                    Questions regarding the EDS process should be directed to Sean Bollers or Larry
                                    Bottiglieri of DTC's International Services team at (212) 855-4706 or 4386
                                    respectively.

                                    General questions regarding these operational procedures and the related Spanish
                                    tax laws, as well as the specific Acupay informational procedures identified here
                                    (or the use of the Acupay System) should be directed to Belinda Castillo at
                                    +1-212-422-1222 or Blanca Flores at +44-207-382-0340 or by emailing
                                    info@acupaysystem.com.

11. Postscript: Tax treatment of    For the purpose of completeness we wish to point out that Spanish tax law provides
gains from non-extension.           for the operation of tax withholding procedures on the gains (if any) obtained by
                                    investors who do not extend their notes (and thereafter exchange their notes for
                                    non-extendible notes). Although such gains arising out of such an exchange are
                                    theoretically possible, in practice they are highly unlikely to occur.

                                    However, in the unlikely event that such gains were to arise, then the Acupay
                                    System would announce the existence of such gains and the related requirement for
                                    participants to participate in the operation of certain special withholding tax
                                    procedures. Such procedures embrace steps intended to assure either (i) the
                                    collection of required information certifying the exemption of investors from the
                                    operation of such tax or (ii) withholding the appropriate amount of such tax from
                                    investors (via their DTC participant). These steps are laid out in Annex A to the
                                    Offering Memorandum of BANESTO dated March 23, 2007 which can be downloaded from
                                    www.acupaysystem.com/banesto/offeringmemo.


Annex A

                       Tax-Haven Countries & Territories

Andorra, Principality of                Jamaica                                 Monaco, Principality of

Anguila, The Island of                  Jersey, Channel Islands                 Montserrat

Antigua and Barbuda, Islands of         Jordan, Hashemite Kingdom of            Nauru, Republic of

Aruba                                   Lebanon, Republic of                    Netherlands Antilles

Bahamas, The                            Liberia, Republic of                    Northern Mariana Islands

Bahrain, Kingdom of                     Liechtenstein, Principality of          Oman, Sultanate of

Barbados, The Island                    Luxembourg, Grand Duchy of (but only as Panama, Republic of
                                        regards to the income received by the
Bermuda Islands, The                    companies referred to in paragraph 1 of Saint Lucia
                                        the Protocol annexed to the Avoidance
Brunei, Sultanate of                    of Double Taxation Treaty, dated 3rd    Saint Vincent and the Grenadines
                                        June 1986, entered into by Spain and
Cayman Islands                          Luxembourg i.e., those holding          San Marino, Republic of
                                        companies as defined by Luxembourg Law
Cook Islands, The                       of July 31, 1929 and Luxembourg Grand   Seychelles, Republic of
                                        Ducal Decree of December 17, 1938)
Cyprus, Republic of                                                             Singapore, Republic of
                                        Macao
Dominica, The Republic of                                                       Solomon Islands
                                        Mauritius
Falkland Islands                                                                Trinidad and Tobago, Republic of

Fiji Islands                                                                    Turks and Caicos Islands

Gibraltar                                                                       Vanuatu, Republic of

Grenada                                                                         Virgin Islands, British

Guernsey, Channel Islands                                                       Virgin Islands, of the United States

Hong Kong

Isle of Man


Annex B

                                 OECD Countries

Australia                              Hungary                                 Norway

Austria                                Iceland                                 Poland

Belgium                                Ireland                                 Portugal

Canada                                 Italy                                   Slovakia

Czech Republic                         Japan                                   Spain

Denmark                                Korea, Republic of                      Sweden

Finland                                Luxembourg                              Switzerland

France                                 Mexico                                  Turkey

Germany                                Netherlands                             United Kingdom

Greece                                 New Zealand                             United States


Annex C

                          Spanish Tax Treaty Countries

Algeria                                Georgia*                                Netherlands

Argentina                              Germany                                 New Zealand

Armenia*                               Greece                                  Norway

Australia                              Hungary                                 Philippines

Austria                                Iceland                                 Poland

Azerbaijan*                            India                                   Portugal

Belarus*                               Indonesia                               Romania

Belgium                                Iran, Islamic Republic of               Russia*

Bolivia                                Ireland                                 Slovakia

Brazil                                 Israel                                  Slovenia

Bulgaria                               Italy                                   Sweden

Canada                                 Japan                                   Switzerland

Chile                                  Kazakhstan*                             Tajikistan*

China                                  Korea, Republic of                      Thailand

Croatia                                Kyrgyzstan*                             Tunisia

Cuba                                   Latvia*                                 Turkey

Czech Republic                         Lithuania*                              Turkmenistan*

Denmark                                Luxembourg                              Ukraine*

Ecuador                                Macedonia, The Former Yugoslav Republic United Arab Emirates
                                       of
Egypt                                                                          United Kingdom
                                       Malta, Republic of
Estonia*                                                                       United States
                                       Mexico
Finland                                                                        Uzbekistan*
                                       Moldova, Republic of*
France                                                                         Venezuela
                                       Morocco
                                                                               Vietnam

* The countries of the former USSR are covered together under treaty (Russia
covered under separate treaty).


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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