USCP Programme 2017
LISTING PROSPECTUS DATED FEBRUARY 23, 2017 U.S.$15,000,000,000 U.S. COMMERCIAL PAPER PROGRAM issued by BANCO SANTANDER, S.A. or issued by SANTANDER COMMERCIAL PAPER, S.A. UNIPERSONAL and guaranteed by BANCO SANTANDER, S.A. THIS LISTING PROSPECTUS IS NOT AN OFFERING DOCUMENT. IT HAS BEEN PREPARED FOR LISTING PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE NOTES. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for U.S. commercial paper notes (the Notes, as further defined below) issued during the twelve months after the date of this document under the U.S.$15,000,000,000 U.S. commercial paper program (the “Program”) of Banco Santander, S.A. (“Santander”, “Banco Santander”, the “Bank”, the “Parent” or, where applicable, the “Guarantor”) and Santander Commercial Paper, S.A. Unipersonal (“Santander CP”) described in this document to be admitted to the official list of the Irish Stock Exchange (the “Official List”) and to trading on its regulated market. There are certain risks related to any issue of Notes under the Program, which investors should ensure they fully understand (see “Risk Factors” on pages [8] – [57] of this Listing Prospectus). Potential purchasers should note the statements in “Taxation” starting on page [192] of this Listing Prospectus regarding the tax treatment in Spain of income obtained in respect of the Notes and the disclosure requirements imposed by Law 10/2014, of June 26, on organization, supervision and solvency of credit institutions (“Law 10/2014”), on Banco Santander and Santander CP relating to the Notes.
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