FINALTERMS

Final Terms dated 20 March 2007

Banesto Financia( Products pie Issue ofEUR 20,000,000 Fixed Rate and Equity Linked Notes due March 19, 2019 Guaranteed by BANCO ESPAÑOL DE CRÉDITO, S.A. underthe EUR 10,000,000,000 Euro Medium Term Note Programme PARTA- CONTRACTUAL TERMS

Terms used herein shall be deemed to be defmed as such for the purposes of the Conditions set forth in the Base Prospectus dated 14 September 2006 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. Full infommtion on the Jssuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for inspection at the offices of the Irish Paying Agent (J.P. Margan Bank (Jreland) Pie at JPMorgan House International Financia] Services Centre, Dublin 1, Ireland) m1d the Irish Financia] Services Regulatory Authority (IFSRA) website (www.ifsra.ie).

IMPORTANT

The Noteholder has acquired these Notes solely in reliance on its own judgment and declares that it has not been solicited by neither the Jssuer, the Guarantor nor the Dealer. In addition, neither the Issuer, the Guarantor nor the Dealer has held itself out as advising, or has held out any of its employees or agents as having the authority to advise to the Noteholder as to whether or not the Noteholder should acquire these Notes, any subsequent actions relating to this investment or any other matters relating to it. Neither the Issuer, the Guarantor nor the Dealer shall have any responsibility or liability whatsoever in respect of any advice of this nature given, or views expressed, by it or any of such persons to the Noteholder relating to these Notes. The Noteholder represents that befare entering into this investment has evaluated all legal, accounting, regulatory, fmancial, credit and tax inlplications and that is capable of assessing the merits of the Notes and understands them (on its own behalf or through independent professional advice). The Noteholder has taken into account its own financia] and business situation, ahility in risk measures and the fulfilment of its own interna] requirements and objectives, in determining ifentering or not in tbis investment.

The Noteholder expressly declares that acknowledges that it is aware that the Variable Coupon Amounts to be received on the Coupon Payment Dates depend on the performance of a Basket of Shares and may be equal to zero. l. (i) Issuer: Banesto Financia] Products pie (ii) Guarantor: Banco Español de Crédito, S.A.

2. (i) Series Number: 251 (ii) Tranche Number: 1 3. Specified Currency or Euro ("EUR") Currencies:

4. Aggregate Nominal Arnount: (i) Series: EUR 20,000,000 (ii) Tranche: EUR 20,000,000

5. Issue Price: 100 per cent. ofthe Aggregate Nominal Arnount

6. Specified EUR 100,000 Denominations:

7. (i) Issue Date: March 20, 2007 (ii) Interest Commencement Date (if different from the Issue Date): Not Applicable

8. Maturity Date: March 19, 2019, subject to the Following Business Da y Convention.

9. lnterest Basis: (i) 6% Fixed Rate (ii) Equity Linked Interest as defined in Annex 1 (Further particulars specified below)

1o. Redemption!Payment Redemption at par basis :

11. Change oflnterest or Redemption/Payment Basis: See paragraphs 15 to 18 below

12. Put/Call Options: Not Applicable

13. (i) Status ofthe Notes: Senior. Condition 4(a) applies. (ii) Status ofthe Guarantee: Senior

14. Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Applicable Provisions

2 (i) Rale[(s)] oflnterest: See in (iii) below

(ii) Interest Payment Coupon Payment Date(IJ , Coupon Payment Date,2¡ and Date(s): Coupon Payment Date(3J as defmed in Annex I, subject lo the Following Business Day Convention.

(iii) Fixed Coupon EUR 6,000 per Note of EUR 100,000 Specified Amounl[(s)]: Denomination (i.e. 6 per cenl of !he Specified Denomination) By definition, Coupon(l), Coupon(2) and Coupon(3) are equal lo 6% x Specified Denominalion

(iv) Day Count Not Applicable Fraction: (v) Broken Amount(s): Not Applicable (vi) Other tenns relating to the melhod of calculating inleresl for Fixed Rate Notes (e.g. day counl Not Applicable fractions):

16. Floating Rate Note Not Applicable Provisions

17. Zero Coupon Note Not Applicable Provisions

18. Variable Conpon Applicable Amount Provisions (i) Equity/ Index See the attached Annex I /Formula: (ii) Calculation Agent responsible for calculating !he interest due: Société Générale will act as calculation agent (the "Calculation Agent"). The calcnlations and determinations of the Calculation Agent will be conclusive and binding upon the Issuer, the Guarantor, !he Agent and the Noteho!ders, in the absence ofmanifest error or pro ven error. Pursuant to the attached Annex II, the Calculation Agent shall notify !he Issuer which shall, in its turn, notify the Agent and !he Noteholders (i) of any adjustments, substantial in !he opinion of !he Calculation Agent and (ii) upon the occurrence of an extraordinary event (listed in Annex II), of any modification of !he composition of !he Basket andlor of the fair market value of the Notes payable in respect thereof

3 together with tl1e calculations details ifnecessary. (iii) Provisions for detennining Coupon where calculation by reference to Equity andlor Index andlor See tl1e attached Annex I and Annex ll. Formula: (iv) Provisions for detennining Coupon where calculation by reference to Equity andlor Index andlor Formula is impossible or impracticable or otherwise disrupted: See the attached Annex I and Annex ll. (v) Interest Payment Dates/ Interest Period Dates: See the attached Annex I (vi) Specified Period(s): Not Applicable (vii) Business Day Following Business Day Convention Convention:

(viii) Minimum Rate of See the attached Annex I lnterest: (ix) Maximum Rate of See the attached Annex l Interest: (x) Day Count Fraction Not Applicable

19. Dual Currency Note Not Applicable Provisions

PROVISIONS RELATING TO REDEMPTION 20. Call Option Not Applicable

21. Put Option Not Applicable

22. Final Redemption Amount: EUR 100,000 per Note ofEUR 100,000 Specified Denomination

23. Early Redemptiou Amount Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default andlor the metl10d of calculating

4 the same (if required or if different from that set out in the Conditions):

Such amount(s) determined by the Calculation Agent which on the early redemption date of the Notes, shall represen! the fair market value of the Notes ( "Market Value") and which shall have the effect - after taking into account, in the case of redemption for taxation reasons, the cost of unwinding any hedging arrangements entered into in respect of the Notes ­ of preserving for the Noteholders the economic equivalen! of the obligations of the Issuer to make the payments, in respect of the Notes, which would, but for such redemption for taxation reasons or on Event of Default, have fallen due after the relevan! early redemption date.

GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form ofNotes: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Pemmnenl Global Note

25. Business Day Jurisdictions for Condition 8 (h) or other special provisions relating to Payment Dates: Condition 8 (h) applies

26. New Global Note Not Applicable Form:

27. Talons for fntnre Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons matnre): No

28. Details relating to Partly Paid Notes: amount of ea eh payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) offailure to pay, including any right of the Issuer to forfeit thp NotP~ nnil intPrP_d

5 the Notes and interest Not Applicable due on late payment:

29. Details relating to Instalment Notes: amount of ea eh instalment ("lnstalment Amount"), date on which each payment is to be made ("lnstalment Date"): Not Applicable

30. Redenomination, renominalisation and reconventioning provisions: Not Applicable

31. Consolidation provisions: The provisions in Condition 14 (Further lssues) apply

32. Other terms or special conditions: Not Applicable

DISTRIBUTION 33. {i) If syndicated, names and addresses of Managers and underwriting commitments: Not Applicable (ii) Stabilising Manager (if nny): Not Applicable (iii) Date of Subscription Agreement: Not Applicable

34. Ifnon-syndicated, name and address of Dealer: Société Générale 17, Cours Valmy 92987 Paris la Défense Cedex France

35. Total commission and concession: Not Applicable

36. Additional selling Not Applicable restrictions:

6 LISTING AND ADMISSION TO TRADING APPLICATION These Final Tenns cornprises the final tenns required to list and have adrnitted lo trading the issue ofNotes described herein pursuant to the EUR 10,000,000,000 Euro Mediurn Tenn Note Prograrnrne ofBanesto Financia! Products pie.

RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the infonnation contained in these Final Tenns.

Signed on behalf of the Issuer: Signed on behalf of the Guarantor: :~te~: fh~~INcl~ L By: --~~~~--4--­ é.C Duly authorised

\ '.~\ By: -::s:~;;s~-~ By: Z--·--·. Duly authorised Duly authorised

7 PART B- OTIIER INFORMATION l. LISTING

(i) Listing: Ireland

(ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the Irish Stock Exchange.

2. RATINGS

Ratings: The Notes to be issued are expected to be rated, upon request:

S&P:AA

Fitch: AA These ratings reflect the ratings allocated to Notes of this type issued under the Programme generally.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Plan of Distribution" and "General Infonnation", so far as the Jssuer is aware, no person involved in the offer of the Notes has an interest material to the offer."

The Issuer, the Guarantor and Société Générale expect to enter into hedging transactions in arder to hedge the Jssuer's obligations under the Notes. Should any conf!icts of interest arise between (i) the responsibilities of Société Générale as Calculation Agent for the Notes and (ii) the responsibilities of Société Générale as counterparty to the above mentioned hedging transactions, the Issuer, the Guarantor and Société Générale hereby represen! that such conflicts of interest will be resolved in a manner which respects the interests ofthe Noteholders.

4. REASONS FOR TIIE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer See "Use ofProceeds" wording in Prospectus

(ii) Estimated net proceeds: EUR 20,000,000 (iii) Estimated expenses in EURSOO relation to the admission to trading

5. Fixed Rnte Notes only- YIELD Indication ofyield: Not Applicable

8 6. FloatingRATE NOTES ONLY- IDSTORIC INTEREST RATES Not Applicable

7. bzdex-Linked or otlzer variable-liuked notes ou/y- PERFORMANCE OF INDEX/FORMULA/other variable, EXPLANATION OF EFFECT ON V ALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Under these Notes, the Noteholders are entitled to receive defined fixed coupons only on the Coupon Payment Date (1), Coupon Payment Date (2) and Coupon Payment Date (3) regardless of the performance of the Underlying(s) and thereafter indexed coupons totally linked to the performance of the Underlying(s) calculated on annual Valuation Dates, on the basis of its(their) initial leve!. At Maturity Date, the Noteholders are entitled lo receive the arnount initially invested. The Variable Coupon under these Notes is totally linked to the performance of the Underlying(s): the higher the perfonnance, the higher the Variable Coupon . The Variable Coupon ofthese Notes is linked lo the performances ofthe Underlying(s) as calculated on pre­ detennined Valuation Dates, and regardless of the leve! of such Underlying(s) between these dates. As a result, the Closing Price ofthe Underlying(s) on these dates will affect the value of the Notes than any other single factor.

8. Dual Currency Notes ou/y- PERFORMANCE OF RATEISJ OF EXCHANGE AND EXPLANA TION OF EFFECT ON V ALUE OF INVESTMENT]

Not Applicable

9. OPERATIONAL INFORMATION JSlN Code: XS0289922386

Common Code: 28992238

CUSIP Code: Not Applicable

New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Not Applicable

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstrearn Banking Societe Anonyme and the relevan! identification number(s): Not Applicable

Delivery: Delivery against payment Narnes and addresses of additional Paying Agent(s) (if any): Not Applicable

Calculation Agent: Société Générale as described in the paragraph 18(ii) abo ve

9 Société Généra!e 17 cours Valmy 92987 Paris - La Défense France

JO Annex 1

(Titis Amzex 1 foJ·ms part of tite Final Terms to wlticlt it is attaclted aud is al/ subject to tite provisious coutaiued in Aunex JI)

Variable Conpon Amount

1) Formulas

Unless fue Notes are previously redeemed, purchased and cancelled and subject to fue provisions set forth below and to the provisions of Annex II, the Variable Coupon Arnount payable in respect of each Note on the Coupon Payment Date¡n¡ by the Issuer shall be determined in accordance with the following provisions:

(i) on the Coupon Payment Date¡ 0 rrom 4 toll):

Coupon(n) = Specified Denomination x Max (Floor¡n¡; Cliquet¡0 ¡)

(ii) on the Coupon Payment Date¡""">,

Coupon(l2) = Specified Denomination x {Max (Floor(l2); Cliquet(l2)) + Max [0%;

AveragePerformance- (Sum , rrom 1 tnl Coupon(n)/Specified Denomination + Sum, fmm 410 12 Max(Floor( n) ; Cliquet( n)))Jl

2) Additional definitions

Average Performance 1/12 X Sumu frum ]lo 12 [1/25 X Sum k from 1 to 25 (Snk/Sok)J­ 100%

Cliquet(n); Ma."< {0%; 1125 x Sum k from 1 10 25 Max [50% ; Min (n from 4 to 12) (110%; (S\IS'0))]-IOO%}

Closing Price As defined in Annex II

Coupon Payment Date¡0 ¡; 19/03/08; 19/03/09; 19/03/10; 18/03111; (n from 1 to 12) 19/03/12 ; 19/03/13 ; 19/03/14 ; 19/03115 ; 18/03/16; 20/03/17; 19/03/18 ;19/03/19, subject to the Following Business Day Convention. (such dates being Interest Payment Dates as referred to in paragraph 18(v)) Floor(n) ; (n from 3 to 12) If n=3, fuen Floor(3) = 0%, else, Ifn>3, then ifFioor(n-1)>0%; then Floor(n)=5%, else, If Cliquet(n)>O, fuen Floor(n)=5%x(n-3), else, Floor(n)=O%

Snk; (k from 1 to 25), Closing Price of Underlying k on the Valuation ( n from O to 12) Date( n)

11 Valuation Date (O) 01/03/07

Valuation Date¡n¡; 01/03/08; 01/03/09; 01/03/10; 01/03/11; 1/03/12; (n from 1 to 12) 01/03/13; 28/02/14; 02/03/15; 01/03/16; 1/03/17; 01/03/18; 01/03/19

Underlying k The following 25 shares listed be1ow (eaeh an "Uuder1ying" and together the "Basket", Underlyings shall be construed accordingly) as defined below:

Nnme 1Compnnies Reuters' Country Exchnnge Web Site* Code* Tokyo Stock Exchnnge, Astellus Phanna Inc 4503.T Jopan Inc. www.astellas.com Toh.-yo Stock Exchange, NISSAN MOTOR CO LTD 720l.T Japan Inc. www.nissan.co.in Mitsubishi UFJ Financia! Tokyo Stock Exchangc, Group Inc 8306.T Japan lnc. www.mufg.jp Tokyo Stock Exchangc, Tokvo Elcctric Powcr Co In e 950l.T Jaoan In c. www.tcpco.co.jp Tokyo Stock Exchange, www.tokyo­ TOKYO GAS CO LTD 9531.T Japan lnc. gas.co.jp SA ALT.MC Spain SIBE Madrid www.nltadis.com/ www.avoncompnny. Avan Products Jnc AVP.N Unitcd Statcs Ncw York Stock Exclmngc com www. iberdrola.es/w corp/corporutiva/ibc rdrola?l DPAG~ESI NICIO&codCa che=' 117250798042 Ibcrdrola SA IBE.MC Spain SIBE Madrid 74233 Casino Guichard Perrachon Et Cic CASP.PA Frunce Euronext París SA www.casino.fr/ www.deutschetclck Deutsche Telekom AG DTEGn.DE Gennany Xctra om.com/ ENI SpA ENI.Ml Ita!y Milnn Stock Exchangc www.eni.it www.nllcnnznnssicu Alleanza Assicurazioni SoA ALZI.MI Italv Milan Stock Exchange razioni.itl www.gasnntural.co Gas Natuml SDG SA GAS.MC Spain SIBE Madrid mi Stockholm Stock H & M Hennes & Mauritz AB HMb.ST Sweden Exchange www.hm.com/ Koninkliike KPN NV KPN.AS Netherlands Euroncxt Amsterdam NV www.knn.com Mediaset SpA MS.MI Ita!y Mil un Stock Exchnnge www.mediaset.it Rennult SA RENA.PA Frunce Euronext Paris SA www.renaullcornl London Stock Exchnngc www.rentokil­ Rentokil lnitial Pie RTO.L United Kingdom 1 pie initial.com RWEAG RWEG.DE Gcnnanv Xetra www.rwe.com www.groupe­ Vinci SGEF.PA Frunce Euronext París SA vinci.com Storn Enso Oyj STERY.HE Finland Helsinki Stock Exchnnge www.stomcnso.com Total SA TOTF.PA Frunce Euronext París SA www.totnl.com Intesa SanPnolo SpA ISP.Ml Italy Milun Stock Exchnnge www.bancaintesa.it/ Vivendi VIV.PA Fnmce Euronext París SA www.vivendi.com/ Ene! SPA ENE!.MI Ita!y Milan Stock Exchange www.cnel.it/ 4·· The mformatwn relatmg to the past and future perfonnances of each Underlymg are avaiiable on the webstte of the relevan! Company and the volatility can be obtained, upon request, at the specified office of the Calculation Agent (see Part B-Other Information paragraph 9).

12 ANNEXII (This Annex ll forms part of the Final Terms to which it is attached)

PART 1- GENERAL DEFINITIONS

Business Da y means a "Business Day" as defined in Condition 1 determined on the basis of the Specified Currency of the relevan! Notes.

Closing Price means:

(A) if such Share is traded on the Tokyo Stock Exchange or the Osaka Securities Exchange, the last traded price of such Share for the day quoted by the Exchange, provided however, that if there is a closing special quote on such Share quoted by the Exchange (lokubetsu keilaine), such quote shall be deemed to be the relevan! Closing Price;

(B) if such Share is traded on the ltalian Stock Exchange, the Prezzo di Riferimento, which means the price as published by the ltalian Stock Exchange at the clase of trading and having the meaning ascribed thereto in the Rules of the Markets Organised and Managed by the ltalian Exchange, as such Rules may be amended by Borsa Italiana S.p.a. from time lo time;

(C) in any other case, the official closing price of such Share on the relevant Exchange.

in any case as adjusted (if applicable) pursuant to the provisions ofPart 2 below.

Company means, in respect of a Share, the issuer of such Share.

Consequences of Disrupted Days for a Share

If any Vaiuation Date specified in the Final Terms (the Scheduled Valuation Date), is a Disrupted Day for a Share (the Affected Share), the Valuation Date for each Share not affected by a Disrupted Day shall be the Scheduled Valuation Date, and the V aiuation Date for each Affected Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Da y in respect of that Affected Share, unless each of the eight Scheduled Trading Days innnediately following the Scheduled Valuation Date is also a Disrupted Day. In that case:

(i) that eighth Scheduled Trading Day shail be deemed to be the Valuation Date for the Affected Share, notwithstanding the fact that such day is a Disrupted Day , and

(ii) the Calculation Agent shall determine (a) in respect of a Share, its good faith estímate of the value of the Share as of the Valuation Time on that eighth Scheduled Trading Day and the good faith estímate of the vaiue of the Share so caiculated shail be deemed the Closing Price;

provided ilowever that notwithstanding the foregoing, a Valuation Date (postponed as the case may be pursuant to the provisions above) shall occur not later than four

13 Business Days befare the date of any payment to be made under the Notes on the basis of determinations made on such Valuation Date; if a Valuation Date (postponed as the case may be pursuant to the provisions above) would fall less than the fourth Business Day prior to the date of any payment to be made under the Notes on the basis of determinations made on such Valuation Date, then that fourth Business Day shall be deemed the Valuation Date and the Calculation Agent shall make, on that day the determinations described in (ii) above al the lates! as of the Valuation Time on such fourth Business Day and the good faith estímate of the value of the Share so calculated shall be deemed the Closing Price.

Disrupted Day means in respect of a Share, any Scheduled Trading Day (a) on which a relevan! Exchange or Related Exchange fails lo open for trading during its regular trading session or (b) on which a Market Disruption Event has occurred.

Early Closure means the closure on any Exchange Business Day of (i) the relevan! Exchange, or (ii) any Related Exchange, prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange (as the case may be) at least one hour prior to the earlier of (x) the actual closing time for the regular trading session on such Exchange or Related Exchange (as the case may be) on such Exchange Business Day and (y) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the relevan! Valuation Time on such Exchange Business Day.

Excbange(s) means, in respect of a Share, the corresponding exchange or quotation system specified in the applicable Final Tenns, or any successor exchange or quotation system or any substitute exchange or quotation system lo which trading in the Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange).

Excbange Business Da y means in respect of a Share (or, if applicable, each Share comprised in the Basket and observed separately (in the case of a Basket of Shares) any Scheduled Trading Day on which each relevan! Exchange and Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.

Exchange Disruption means in respect of a Share, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (i) lo effect transactions in, or obtain market values for the Share on the Exchange, or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Share on any relevan! Related Exchange.

Market Disruption Event means in respect of a Share, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange Disruption which, in either case, the Calculation Agent determines is material, al any time during the one hour period that ends al the relevan! Valuation Time or (iii) an Early Closure.

Related Exchange(s) means, in respect of a Share each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures and options contracts relating to such Share, any successor exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to a Share has temporarily relocated {provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating such Share on such temporary substitute exchange or quotation system as on the original Related Exchange).

14 Share(s) means a share of the Company the name of which appears in the applicable Final Terms, subject to adjustment pursuant to the provisions of "Adjustments and Extraordinmy Events relating to Shares " (below).

Scheduled Closing Time means, in respect of an Exchange or Related Exchange, the scheduled weekday closing time of such Exchange or Related Exchange, without regard to after hours or any other trading outside of the regular trading session hours.

Scheduled Trading Day means in respect of a Share, any day on wlúch each Exchange and each Related Exchange, if any, are scheduled to be open for trading for their respective regular trading session.

Trading Disruption means in respect of a Share, any suspension of or linútation imposed on trading by the relevan! Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding linúts pemlitted by the relevan! Exchange or Related Exchange or otherwise (i) relating to the Share on the Exchange or (ii) in futures or options contracts relating to the Share or the relevan! Index on any relevan! Related Exchange.

Valuation Date means, in respect of a Share, each date specified as such in the applicable Final Tem1s (or, if such date is not a Scheduled Trading Day for such Share, the next following Scheduled Trading Day), unless such day is a Disrupted Day in which case it shall be postponed pursuant to the provisions ofConsequence ofDisrupted Days for a Share.

Valuation Time means in respect of a Share, the Scheduled Closing Time provided however that if the Exchange closes prior to its Scheduled Closing Time, the Valuation Time shall be the actual closing time of the Exchange.

PART 2- ADJUSTMENTS RELATING TO SHARES

I. Adjustments and Extraordinary Events relating to Shares

A. Potential Adjustment Events

Potential Adjnstment Event means, in relatiou to a Share, any of U1e following:

(i) a subdivision, consolidation or reclassification of such Share (unless resulting in a Merger Event) including, for the avoidance of doubt, a stock split or reverse stock split, or a free distribution or divideud of any such Sbares to existing holders by way ofbonus, capitalisation or similar issue;

(ii) a distribution, issue or dividend to existing holders of su eh Share of (a) such Shares or (b) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Company equally or proportionately with such payments to holders of such Shares (e) share capital, other securities of another issuer acquired or owned (directly or indirectly) by the Company as a result of a spin-off or other sinúlar transaction, or ( d) any other type of securities, rights or warrants or ofuer assets, in any case for payment (in cash or otherwise) at less fuan the prevailing market price as detemlined by the Calculation Agent;

(iii) an extraordinary dividend as detemlined by tl1e Calculation Agent;

(iv) a call by the Company in respect of Sbares that are not fully paid;

15 (v) a repurchase by the Company or any of its subsidiarles of Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;

(vi) an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Company pursuant to a shareholder rights plan or arrangement directed against hostil e takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instrurnents or stock rights at a price below their market value, as deterrnined by the Calculation Agent provided that any adjustment effected as a result of such an event shall be readjusted opon any redemption of such rights; or

(vii) any other event having, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the Shares.

Following the occurrence of any Potential Adjustment Event as defined above, the Calculation Agent will, as soon as reasonably practicable after it becomes aware of such event detemline whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical val u e of the Share and, if so, will (a) calcula te the corresponding adjustment, if any, lo be made to the elements relating to the relevant Share used to detennine any settlement or payment terms under the Notes and/or any other tem1s of the Notes as it determines appropriate lo preserve the economic equivalen! of the obligations of the Jssuer under the Notes and (b) detennine the effective date of that adjustment. The Ca!culation Agent may (but need not) determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event made by a Related Exchange to options on the Share traded on such Related Exchange.

Upon making any such adjustment, the Calculation Agent shall give notice as soon as practicable to the Noteho!ders in accordance witl1 the provisions of the Terms and Conditions setting out tl1e adjustment to the terms of the Notes and giving brief details of the Potential Adjustment Event.

B. Extraordinary Events

(i) Upon the occurrence, in the deterrnination ofthe Ca!culation Agent, on or prior to the last Valuation Date of a Merger Event, a De-listing Event, a De-merger Event, an Insolvency, a Nationalisation or a Participation Event, in respect of a Share or the opening of an Offering Period relating to such events (an Affected Share), then during such Offering Period, the Calculation Agent may decide in good faith to apply Method of Substitution with respect to the Affected Share.

(ii) If the Calculation Agent decides not to apply Method of Substitution during the Offering Period with respect to the Affected Share, then:

(A) in respect of a Merger Event, from the Merger Date, and/or upon consurnmation of the Merger Event, until the sixtieth Business Day thereafter, the Calculation Agent, acting in good faith, shall apply:

(a) Share-for-Share: Alternative Obligation and/or Method of Substitution;

(b) Share-for-Other: Alternative Obligation and/or Method of Substitution, or Early Redemption;

16 (e) Share-for-Combined: Altemative Obligation andlor Method of Substitution;

(B) in the case of a Merger Event affecting two Shares comprised in a Basket, the Calculation Agent will either:

(a) continue with the share resulting from the Merger Event and in order to maintain the original number of Jisted Companies, a Substitute Share (as applicable) will be elected and included in the Basket; or

(b) substitute both Sbares with two Substitute Sbares selected as described in the Method of Substitution;

(C) in respect of a De-merger Event, from the De-merger Date, andlor upon consummation of the De-merger Event, until the sixtieth Business Day thereafter, the Calculation Agent, acting in good faith, will either:

(a) replace the Affected Share with the shares of the successor Companies; or

(b) substitute one or more share(s) resulting from such De-merger Event pursuanllo the Method of Substitution,

it being understood thal, in the case of a Basket, the Calculation Agent shall maintain the initial number of listed Companies and that in the case where the Calculation Agent has elected to substitule the Affected Share with several shares resulting from such De-merger Evenl, such shares shall be placed in a sub-basket and considered as one componen! of the Basket;

(D) in respect of a De-Jisting Event ora Nalionalisalion, from U1e effective dale of such event, until the sixtieth Business Day thereafter, lhe Calculation Agent, acting in good faith, may, but is nol obliged lo, apply the Method of Substitution;

(E) in respecl of an Insolvency, U1e Calculation Agent will decide, eiti1er thal:

(a) the Affected Share will be substituted pursuant to the Method of Substitution; or

(b) the value of the relevan! componen! in U1e formula used to detemúne the amount to be paid or wheti1er a condition has occurred, if any, as described in the applicable Final Terms, representing U1e Affected Share will be accounted by the Calculation Agent for its fair market value determined at any tinle as from the date of occurrence of such Insolvency until the last Valuation Date. The detemúnation of the fair market value shall depend upon the liquidity of the market and the trading conditions relating to the Share affected at U1e tinle of calculation; and

(F) in respect of a Participation Event, the Calculation Agent may, but is not obliged to, select a Substitute Share for the Affected Share pursuant to the Method of Substitution.

17 (iii) Notwithstanding anything herein to the contrary, the Calculation Agent shall use its reasonable endeavours at all times to maintain the original number of listed companies as Companies hereunder.

Defmitions applicable to this section B - Extraordinary Events:

Alternative Obligation means:

(i) if, in respect of a Share-for-Share Merger Event, the Calculation Agent decides to apply Alternative Obligation, then on or after the relevan! Merger Date the New Shares and the issuer of such New Shares will be deemed the Sbares and the Company, respectively, and, if necessary, the Calculation Agent will adjust any relevan! terms of the Notes on the basis of the number of New Shares (as subsequently modified in accordance with any relevan! terms and including the proceeds of any redemption, if applicable) lo which a holder of the relevan! number of Shares immediately prior lo the occurrence of the Merger Event would be entitled upon consurnmation ofthe Merger Event;

(ii) if, in respect of a Share-for-Other Merger Event, the Calculation Agent decides to apply Altemative Obligation, then on or after the relevan! Merger Date, the Calculation Agent will adjust any relevant tem1s of the Notes on the basis of the amount of Other Consideration (as subsequently modified in accordance with any relevan! terms and including the proceeds ofany redemption, ifapplicable) lo which a holder of the relevan! number of Shares would be entitled upon consummation of the Merger Event and, ifnecessary, any relevan! terms of the Notes; and

(iii) if, in respect of a Share-for-Combined Merger Event, the Calculation Agent decides lo apply Altemative Obligation, then on or after the Merger Date the New Shares and the Otl1er Consideration will be deemed the Shares and the issuer of the New Shares or the Other Consideration (if any) will be deemed the Company respectively, and, if necessary, the Calculation Agent will adjust any relevan! terms of the Notes on the basis of the number of New Shares and the amount of Other Consideration (as subsequently modified in accordance with any relevan! terms and including the proceeds of any redemption, if applicable) to which a holder of the relevan! number ofShares would be entitled upon consurnmation oftl1e Merger Event.

Combined Consideration means New Shares in combination with Other Consideration.

De-listing Event means, in respect of a Share, that such Share: (a) ceases lo be listed, traded or publicly quoted on the relevan! Exchange or listing compartrnent of the relevan! Exchange (for any reason other than a Merger Event ora Tender offer) and is not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the sarne country as the Exchange ( or where the Exchange is within the European Union, in any member state of the European Union) or (b) has its listing, trading or public quotation maintained in inappropriate conditions in the opinion of the Calculation Agent (such conditions to include, without limitation, a lack of liquidity or the disappearance ofthe relevan! future and!or option contrae! ofthe relevan! Share).

De-merger Event means, in respect of any Share, that tl1e Company relevan! to such Share is affected by a de-merger including, without lirnitation, a spin off, scission or any operation of a similar nature.

De-merger Date means the date on which a De-merger Event becomes effective.

18 Early Redemption means that there will be an Early Redemption of the Notes on the basis of Market Value as defined in PartA-Contractual Terms paragraph 23.

Fixing Period means the period subject to a maximum of ten Exchange Business Days, which shall expire no later than 90 Business Days following the Merger Date, the De-merger Date or the effective date of the De-listing Event, Nationalisation, Insolvency or Participation Event) during wlúch:

(i) the Calculation Agent sells the Affected Shares, the New Shares ancl/or the Other Consideration, (as tlte case may be), on the basis ofthe arithmetic mean ofthe closing prices of the relevan! assets, as observed during such Fixing Period; and

(ii) the proceeds of such sale are re-invested in the Substitute Shares ancl/or New Shares accordingly during the said Fixing Period on the basis of the arithmetic mean of the closing prices of such Substitute Shares and/or New Shares, as observed during such Fixing Period.

Insolvency means, in respect of a Company, voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of, or any analogous proceeding a±Tecting, such Company, as detennined in good faith by the Calculation Agent.

Merger Date means in respect of a Share, the date upon which holders of the necessary number of the relevan! Shares (other than, in the case of a takeover offer, Shares owned or controlled by the offeror) lo constitute a Merger Event have agreed or have irrevocably become obliged to transfer their Shares.

Merger Event means in respect of any Share:

(i) any reclassification or change of such Share (including the change of currency reference of the Share) that results in a transfer of or an irrevocable commitment to transfer all of such Share outstanding lo another entity or person; or

(ii) any consolidation, amalgamation, merger or binding share exchange of the relevan! Company with or into another entity (other titan a consolidation, amalganmtion or merger in wlúch such Campan y is the continuing entity and which does not result in a reclassification or change of all of such Shares outslanding);

(iii) other take-over offer, tender offer, exchange offer, solicitation, propasa] or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares that results in a transfer of or an irrevocable commitment to transfer all or part of such Sbares ( other titan any of such Shares owned or controlled by the offeror);

(iv) any consolidation, amalgamation, merger or binding share exchange of the relevan! Company or its subsidiarles witlt or into another entity in which such Company is the continuing entity and which does not result in a reclassification or change of al1 of such Shares outstanding but results in the outstanding Shares ( other than Shares owned or controlled by such otlter entity) intmediately prior to such event collectively representing less titan 50 per cent. of the outstanding Shares intmediately following such event; or

(v) take-over offer, tender offer, exchange offer, solicitation, propasa! or other event by any entity or person that results in such entity or person purchasing or otlterwise obtaining or having the right to obtain, by conversion or other means, greater than 1O per cent. and less than 100 per cent. of the outstanding voting shares of the Company,

19 as determined by the Calculation Agent based upon the making of filings with govemmental or self-regulatory agencies or such other information as the Calculation Agent deems relevan!.

Mcthod of Substitution means that in the case of a Merger Event, De-listing Event, De­ merger Event, Nationalisation, Insolvency or Participation Event (regardless of the consideration lo be received), in respect of an Affected Share, the Calculation Agent may consider that the Affected Share, the New Shares and/or, all or part of the Other Consideration (as the case may be) is/are converted into cash and that the proceeds will be reinvested either (a) into a new share of the same economic sector or into a share issued by a company of a similar international standing or creditworthiness as the Company related lo the Affected Share (a Substitute Share) or (b) in the case of Combined Consideration into New Shares. In the event of Other Consideration lo be received in cash, in tbe future, the Calculation Agent may consider that the cash lo be received in the future is discounted in order lo immediately re-invest the proceeds then procured in accordance with (a) and (b) above.

T11e sale of the Affected Share, the New Shares and/or the Other Consideration shall be deemed to take place during the Fixing Period. The Substitute Share and the company issuing such Substituted Share will be deemed a Sharc and the Company respectively, and the Calculation Agent will adjust any relevant tern1s of the Notes.

For iliformation pwposes, it is understood that in all cases described herein where a Share is substituted, on any date "t", with a Substitute Share, the value of the relevant componen! in the formula used to detern1ine the amount to be paid as described in the applicable Final Terms, shall not be affected by the substitution on such date "t" in respect of the Substitute Share and would mean the closing price of such Substitute Share on the relevant Exchange on the date "t" is weighted by an appropriate linking coefficient so that it is equal to the closing price of the Affected Share on such date "t".

Nationalisation means that all the Shares or all or substantially all ofthe assets ofa Company are nationalised, expropriated or are otherwise required to be transferred to any govemmental agency, authority, entity or instrumentality thereof.

New Shares means shares (whether ofthe offeror ora tlúrd party) that are listed or quoted on a recogillsed exchange as deternúned by the Calculation Agent.

Offering Period means the period from and including the date on wlúch the Merger Event, the De-listing Event, De-merger Event, Insolvency, Nationalisation or Participation Event is publicly and officially announced to but excluding tl1e Merger Date or De-merger Date or the effective date ofthe De-listing Event, Insolvency or Nationalisation.

Other Consideration means cash and/or any securities (other than New Shares) or assets (whether ofthe offeror ora tlúrd party).

Participation Event means tlmt a Company (whose Shares form part of a Basket) takes a stake exceeding 20 per cent. of another Company whose Sbares also form part of the Basket.

Share-for-Combined means, in respect of a Merger Event, that the consideration for the relevan! Sbares consists of Combined Consideration.

Share-for-Otber means, in respect of a Merger Event, tlmt the consideration for the relevan! Shares consists solely of Other Consideration.

20 Share-for-Share means, in respect of a Merger Event, that the consideration for the relevan! Shares consists (or, al the option of the holder of such Shares, may consist) solely of New Shares.

C. Correction of the Closing Price of a Share

In the event that any price or leve! published on the Exchange and which is utilised for any ca!culation or determination made under the Notes is subsequently corrected and the correction is published and made available to the public by the Exchange after the original publication but no later than four Business Days prior lo the Maturity Date (or any payment date(s) determined in the applicable Final Terms), the Calculation Agent will determine the amount that is payable as a result of that correction, and, to the extent necessary, will adjust the terms ofthe Notes lo account for such correction.

21 ANNEXill

Information Relating To The Sltares

3 YEARS IDSTORICAL PERFORMANCE: SOURCE: REUTERS

Astellas Pharma Inc.

One of largest pharmaceutical manufacturers with prescription drugs as mainline, incl those for everyday illnesses. Formerly Y arnanouchi Pharmaceutical, and merged Fujisawa Pharmaceutical in Apr '05. Earned new narne Astellas Pharma. Reputed for prowess in new drug development.

IPra_resatiJ!III.l) _ Daii)'__A_STE_LLAS PHA_RMA_ILine] ,-- --, · ·¡ ---, -- '· ... 1 --, - ,... -- 1 ----,- --,-.... '~'- -r- ·-----¡ --Ptle»o flHI!U..U rHUH.. a-(!Mllnlolo\ U.. J/11/1..7 ..... "' ·­ """ ...... """ ·­ """ """ """ -----~-----~-----~..... 1 .... 1 .... 1 -.... f0o1•v•D NISSAN MOTOR

Second largest automaker in Japan. Revived under Ghosn's strong leadership. Produces cars in US, UK, and elsewhere. Ranks 7th in sales units in global market. Forms capital and business alliance with Renault(France). Has presence in China thru N formed with Dongfeng Motor in Sept '02. Empbasis on US market.

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""1050

Mitsubishi UFJ Flnnncial Gronp Inc

Holding company, with core operating subs engaging in banking, trust banking and securities businesses. (Procured Fund Ratio, Loans Breakdown, Fund Volume are the combined figures of Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Trust & Banking. Bad Loans are the combined figure ofthe two banks, separated firm, and trust accounts.)

22 (PTafeabnoiJ Dally MITSUB UFJ FG [Line] ¡.,...... -,----¡ -,-,-,,~'-'.~-~~~.-;C'--r~~-~ ,,_ QHtTAIIII\II'lfQ,c-(L>otTndo),U,. 3/ll/10071.naoMIIo ~ 1 UH

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TOKYO ELECTRIC

World's largest private electric power company. Pioneer in industry, serving Kanto area incl Tokyo. After oil crises, promoting switchover to nuclear power, coa! aod LNG to become less dependen! on oil. Pushiog for efficient management incl debt repayment. V enturiog into Internet service.

~~~~-!!~ Dally TOKYO ELEC PWR [Line] ', ' 11 ' ---,----,-,-,-¡--.. __,...------;------,--T ! QTDOilDO-a:I'WII,Ciooo)LaotTrdo],Uno ' 3/II}>OOJ4,11D ·~ -4lDD 4000 3800

JODO

J4DO

llDD

JODO

lD!lD

TOKYOGAS

Japao's largest city gas compaoy, serving over 8.8 mil clients mainly in Tokyo aod 5 prefectures. Leads other gas compaoies in converting material from petroleum to LNG. Positive in development of teclmologies, incl fue! battery. Bolstering large-scale airconditioniog. Advaocing into power generation business.

Dally TOKYO GAS [Une] r-o~r-~~~-.-,- Prloo ·~...... ,,. ,.."' "' ~· ...,,. "'

23 ALTADISSA

Altadis, S.A. is a Spain-based company, involved in the tobacco industry. The Company is comprised of three business units. The Cigarettes unit produces and markets dark and blonde cigarettes under the , Anfa, Brooklyn, , Fine, Fox, Iris, Marquise, News, Nobel, Popilarne, Royale, Smart, Spike, Casa Sports, BN, , and Habanos brand names. It further offers tobacco for rolling. The unit produces and markets a variety of cigars ranging from small-format, machine-made models to hand-rolled cigars. The brand names inc!ude , Don Diego, Flor de Cophan, H. Upmann, Hoyo de Monterrey, Jose Piedra, La Gloria Cubana, Longchamp, , Partagas, Pleiades, Quintero, , Santa Damiana, Vegafina, Antonio y Cleopatra, Backwoods, Ducados, , Dux, Entrefinos, Farias, Guantanamera and Flur de Savane. The Distribution unit focuses on the distribution of cigarettes and cigars to retailers, new commerce buyers and other sectors.

.."""'"' " " " " " " " " '1 " _1_.__.!______•___ , •• ,_._.-'~;,,____,_____ , ___, ___~---·; ___ -'---'--~--'-- l4 --M--M--M--M--M----lOO( 1 1005 1 lQDG 1 lOOJ AVON PRODUCTS

Avon Products, Inc., incorporated on January 27, 1916, is a global manufacturer and marketer of beauty and related products. Its products fall into !bree product categories: Beauty, which consists of cosmetics, fragrances, skin care and toiletries (CFT); Beauty Plus, which consists of fashion jewelry, watches, apparel and accessories, and Beyond Beauty, which consists of home products and gift and decorative products. Sales from Health and Wellness products and mark., a global cosmetics brand that focuses on !he market for young women, are included among fuese !bree categories based on product type. Its business is conducted worldwide primarily in one channel, direct selling. The Company's segments are based on geographic operations in six regions: North America; Latin America; western Europe, Middle East & Africa; Central & Eastem Europe; Asia Pacific, and China. During !he year ended December 31, 2006, !he Company launched severa! new innovative products, including Anew Clinical THERMAFIRM Face Lifting Cream, Anew Clinical EYE LIFT, superFULL mascara, Avon Solutions Ageless Results, Ultra Moisture Rich Metallic Lipstick, Avon Crystal Aura fragrance, Avon Blue Rush fragrance and Derek Jeter DRlVEN fragrance. The Company has sales operations in 63 countries and territories, including !he United States. Internationa! operations are conducted primarily through subsidiaries in 62 countries and territories outside !he United States. In addition to fuese 62 countries and territories, its products are distributed in 51 other countries tbrough distributorships. In !he United States and certain other markets, !he Company markets its producís through consumer Websites. These sites provide a purchasing opportunity to consumers who choose no! to purchase through a Representative. In 2006, net sales were Beauty 70%, Beauty Plus 19% and Beyond Beauty 11%.

24 Oally AVON PRODUCTS [Line] ¡-.,­ '""'mo " " " " " " " " " " ffiERDROLASA

Iberdrola S.A. is a large hydro and nuclear electric energy company, engaged in the generation, transmission, distribution and marketing of electricity and natural gas. The Company is Spain-based and operates in national and international energy sectors. South America is one of Iberdrola's main areas of growth. The Company's presence in this region is centered on Mexico and Brazil. It further has a presence in the Bolivian, Chilean and Guaternalan markets. It operates hydroelectric, thermal and nuclear power plants, which are distributed throughout the Spanish territory. Iberdrola also has 1O combined-cycle facilities. Iberdrola lngenieria y Consultoria (IBERINCO) is an engineering division that carries out projects and provides engineering services within the field of electric generation, whether thermal, hydroelectric, nuclear or renewable energy.

[PrulcsaianDI] Oally IBERO ROLA [Une] ·.,-----¡--r------.--,~¡----: ·-­ ------¡--r---e--,------·,·---···T·-·· i Qfnr:rulJtnLA,<;t-t~.-tlradoJ,u... l/U/~""' , •.n

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CASINO GUICHARD

Casino Guichard-Perrachon is a France-based company that owns and operates a chain of retail outlets in France and abroad. The Company distributes a range of producís, notably foodstuffs, via a multi-format chain of approximately 9,200 outlets worldwide, including 344 hypermarkets, 2,396 supermarkets, 1,130 discount stores, 5,038 convenience stores and 247 restaurants. Casino Guichard-Perrachon has operations in 14 countries including in the United States, Holland, Poland, Mexico, Argentina, Thailand, Vietnam and Madagascar, and operates 218 hypermarkets outside of France. Its outlet brands include Geant, Leader Price, Casino, Franprix, Monoprix, Petit Casino, Eco Service, Viva!, Spar and Cafeterias Casino. The Company has a number of subsidiaries, notably France-based Groupe Distribution Casino France, Groupe Casino Cafeteria, Groupe Monoprix and Groupe Casino Entreprise. Casino Guichard-Perrachon is headquartered in St Etienne, France.

25 Dally CASINO GUICHARD [Line]

" " " .." " " .." ' ' ' ' ' 48 Mar~ Jul s.;.,.,. l•n lbr 1toy lul s.;.- lon Mar M.of lul "-11- 411 folar [Ooioyodj ~DDt j JDU j lOU j lDD7

DEUTCHE TELEKOM

Deutsche Telekom AG is an integrated teleco=unications operator. The Company operates in four business areas: Broadband/Fixed Network (T-Com); Mobile Co=unications (T­ Mobile); Business Customers {T-Systems), and Group Headquarters and Shared Services. The focus at T -Com is on the high-growth broadband market with customer care and customer retention in voice co=unication. Deutsche Telekom bundles its mobile co=unications activities within tbe T-Mobile unit, while T-Systems offers an entire range of information and co=unications teclmology from a single source. Group Headquarters & Shared Services performs strategic and cross-divisional management functions for the Deutsche Telekom Group and is responsible for !hose operating activities that are not directly related to the core business of tbe Company. Deutsche Telekom AG is represented in around 50 countries and is headquartered in Bonn, Germany.

Daily DT TELEKOM N [Line] ;- --,- Prla! QDTlELEM~H t4 ·CJ.,..{Luo fr..Jo), u ... l/U/1007 ll.SS ~ ,.." ,,." ,." ,,." i u

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ENISpA

Eni SpA with its consolidated subsidiaries is engaged in the oil and gas, electricity generation, petrochemicals, oilfield services and engineering industries. Eni has operations in about 70 countries. Eni conducts its exploration and production activities through its Exploration & Production Division and certain operating subsidiaries. Eni conducts its natural gas and electricity generation activities through its Gas & Power Division and certain operating subsidiaries. Eni conducts its refining and marketing activities through the Refining & Marketing Division and certain operating subsidiaries. Eni conducts petrochemical activities. Eni also performs oilfield services, construction and engineering activities.

26 " " " " .." .,.. " Mor H.-, Jul llo¡l ,... l.on Mor Moy lol s.p """ )ao Ho.r Hoy lul kp ,.., l.o~ Hat [llo\lyod] lD04 ] JDo5 1 JDDB 1 loar

ALLEANZA ASSICURAZIONI

Alleanza Assicurazioni S.p.A. is an Italy-based company active in the life assurance sector. The Company has tbree primary product Iines: retirement, protection and investment. It also offers financia! products, such as mutual funds and asset management, current account services, bank insurance products and online banking. The Company operates tbrough a sales network made up of dependent agencies that offer consultancy, pension and other financia! and investment services. Alleanza Assicurazioni consists of a number of directly and indirectly owned subsidiarles and associate companies. These companies operate in sectors ranging from insurance (Intesa Vita SpA) and financia! serví ces (Foudi Alleanza SGRP A, Alleanza Investments PLC and Finagen SpA), to real estate (Generali Properties), agriculture (Agrícola San Giorgio SpA) and information technology (Gruppo Generali Servizi Sr!). Alleanza Assicurazioni S.p.A. is based in Milan, Ita!y.

Dally ALLEANZA ASS [Line] ··· -"~7'"~------,--,---,-·--;---..,·-··-r l'tlao ""' 111.4 ,111.1...... • ..•.., •.• ..• L"' ' -'-·-"-'_, ,...,., --M·----~------1DU4 ] 2005 ] ]DOB ] -1007 GAS NATURAL

Gas Natural Group is a Spain-based multinational energy company focused on the sale and distribution of natural gas. The Company is comprised of Gas Natural Aprovisionamientos, responsible for managing the long-term purchase contracts for natural gas; Gas Natural Comercializadora, responsible for supplying industrial customers; Gas Natural Servicios, a services company engaged in the residential and co=ercial market; Gas Natural International, involved in the gas distribution and co=ercialization business in Argentina, Brazil, Colombia, Mexico, Puerto Rico and Italy, and Gas Natural Electricidad, responsible for electricity generation and trading. In addition, Gas Natural owns and operates tbree gas companies in Italy, the Brancato Group, the Nettis Group and the Smedigas Group, as well as one natural energy company in Spain, the Desarrollo de Energías Renovables, S.A. (Dersa).

27 HENNES & MAURITZ AB

H&M Hennes & Mauritz AB (H&M) is a Sweden-based company tbat is active within tbe clotbiog retail industry. The Company is engaged in tbe desigo, production and retail of clotbiog items and related accessories. Its product range is comprised of clotbiog, including underwear and sportswear, for men, women, children and teenagers, as well as cosmetic products and accessories. H&M's strategy is to sell fasbionable items internationally at low prices. The Company is operational worldwide witb 22 production units located across Europe, Asia, Africa and Central America. H&M operates over 1,000 retail outlets in 20 countries witb its 1argest markets in Germany, Sweden, tbe United Kingdom and Norway. During 2004, H&M opened 136 new stores, primarily in Germany, Spain, tbe United Kingdom, France, tbe United States and Poland. The Company's head office is p1aced in Stockholm, Sweden.

Daily H & M B [Line] IP~!_~.~.~I] , . . , : ~:~::;:,;~1;:-}t"ftodo),Uo• '" '" "' '" "' '" "' '" ­ 1 '" ';¡;..;;-,..,;i;;-c,;;,,,,.,;;;,¡_;;,;,_;;-;;;""""i;;"''""'·--.:.-~- ,:., ~. H..., J~ ~p ~ l~ H~ (Ooloyod] lDD4 1 1005 1 1DOG 1 1007

Koninklijke KPN NV

Koninklijke KPN NV is a multimedia company in tbe Netherlands, providing consumers and consumer househo1ds witb fixed and mobile te1ephony, Internet and te1evision services. To business customers, tbe Company delivers voice, Internet and data services, as well as fully managed, outsourced ICT so1utions. Botb nationally and internationally, KPN provides who1esale network services to tbird parties, inc1uding operators and service providers. As of December 31, 2006, KPN served 6.3 million wireline voice subscribers, 8.6 million mobile customers, 2.1 million Internet customers and 0.3 million te1evision customers in tbe Netberlands, as well as 15 million mobile customers in Germany and Belgium. On March 7, 2006, tbe Company acqnired Nozema Services. On June 2, 2006, KPN acqnired TDINL (ISP Demon). During tbe year ended December 31, 2006, KPN acqnired KPN Hotspots Scbipho1, KPN Narrowcasting, Speedlinq, NewTe1 Essence, CSS Te1ecom, Enertel and Gemoet.

28 u "

,

1--l---'----1..-j ' ' ' ' ' ' ¡_¡___¡_ • ....,. ....,. lol ""' ""'"Jo.n Har M.-, :M loop- lon Hor M.-, J'll kp- ;Jan,..,.,. !Oob'rod! 1U04 1 •••• t •••• 1 2007

MEDIASET SpA

MEDIASET is a privately owned co=unications aod broadcasting group in Italy. The Compaoy controls all aspects of the television business, from signa! broadcasting aod in­ house television production to acquiring fihn aod drama rights aod collecting advertising. MEDIASET's generalist chaonels include Caoale 5, Italia 1 aod Retequattro. The Compaoy has a number of wholly owned subsidiarles, including Publitalia '80 S.p.A., which is the Group's advertising arm; Publieurope Ltd., which is a sub-contract advertising sales compaoy that sells advertising to foreign clients on behalf of advertising sales compaoies in different countries; Elettronica Industriale S.p.A., which maoages aod owns the broadcast signa! infrastructure for Caoale 5, Italia 1 and Retequattro; Mediaset Investroenti S.p.A., which manages the group's investroent portfolio aod Mediaset Investroent S.a.r.!., which is a Luxembourg-based compaoy that manages the Mediaset Group's international activities.

[Pror--.naiJ Daily MEOtASET [Line_]"--c~~~~ -,-,--,----,-·-,---,------;~.~.~---,------,- ...Prla!. 10,11 ,,. •.•1D,l •.•

1 ..•u

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RENAULTSA

Renault is ao international automobile manufacturer that is based in Fraoce. The Compaoy acts as a parent compaoy for its many subsidiarles that are located throughout the world. Renault has two main areas of business activity: the Automobile division, which haodles the design, manufacture aod marketing of vehicles, aod the Sales Financing division, which is closely linked to the Company's sales activities. The Automobile division comprises the Renault, Samsung (South Korea) aod Dacia (Romaoia) braods, aod is engaged in the design, development and marketing of passenger cars aod light-commercial vehicles. In 2005, this division's revenues represented 95.5% of Renault's total revenues. The Sales Financing di vis ion provides financia! and commercial services, aod is comprised of RCI Baoque and its subsidiarles, a total of approximately 60 compaoies. In 2005, the Sales Financing division generated 4.5% ofRenault's total revenues.

29 .. .. " .." "

1 i ' ' ' ' ' ' ' ' ' ' ' 1 ' ' ' ' 55 Mar ...... , l•l 5op ¡¡,. Jan foloc H.., Jol 11op - :O.n ¡.w. Hoy JU kp - J~ !Dolol'«

RENTOKIL INITIAL

Rentokil hritial pie is a business services company that provides a range of support services. It has six segments. The Textiles and Washroom Services segment includes the washroom, linen hire and floorcare activities in the United Kingdom and continental Europe. The Pes! Control segment offers pes! control service for commercial, industrial and residential customers. The Tropical Plants segment's activities include supply and maintenance ofplants, and design and installation of interior landscaping. The Electronic Security segment provides security services for customers, including access control, intruder and fue alarms, and closed circuit television monitoring. The City Link segment is engaged in the delivery of parcels. The Facilities Services segment includes manned guarding, and other facilities services, including catering, cleaning and hospital services. On June 30, 2006, it acquired Pink Healthcare. In January 2007, it acquired EnviroFresh Limited and Acelec Alarme SAS. fPrnr~ 11~1__,--. _ -.?~!~-~EN,!9KI~ INITIAI:_~~~~!_.~--.-.-.· i ~:::;~.~~ ~':':1!"1.., ~[Ud T!odo), Uno ~~ "'

RWEAG

RWE AG is a Germany-based energy and water company that operates through six main segments. RWE Power is engaged in power generation. It produces lignite and generales electricity from both fossil fuels and renewable sources. RWE Power's subsidiary, RWE Dea, produces gas and oil. RWE Energy is engaged in the distribution, transmission and sale of electricity, gas and water to the Continental European market. RWE npower manages the Company's energy business inthe United Kingdom. RWE Trading trades energy, such as gas, coa! and electricity, as well as energy derivatives. RWE Thames Water is engaged in water and wastewater operations primarily outside Continental Europe. R WE Systems is an interna! service provider and offers information technology, real estate management and personnel solutions. In October 2006, Macquarie Bank Limited acquired Thames Water from RWE AG. In December 2006, the Company completed the sale of Thames Water Holdings pie to Kemble Water Limited.

30 Daily RWE STA [LineJ -.... " " " " " " " .,"

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VINCISA

VINCI is a France-based company, which is engaged in concessions, construction and related services. The Company has four business divisions. Vinci Concessions combines its expertise in the design, construction, financing and operation of infrastructures related to different modes of transportation. It operates in four areas: road infrastructures, car parks, airports and large structures. Vinci Energies provides engineering, systerns integration, installation and maintenance in energy infrastructure, industry, the service sector and telecommuuications. Eurovia builds, renovates and maintains road and motorway infrastructure; carries out urban, industrial and retail development projects, and is expanding into the ancillary environmental and service business Iines. Vinci Construction is engaged in building, civil engineering, hydraulic engineering and multi-tecbnical maintenance. The Company is headquartered in Rueil-Malmaison Cedex, France.

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Stora Enso Oyj is an integrated paper, packaging and forest products company, producing publication and fine paper, packaging board and wood products. The Company has an annual production capacity of 16.5 million tons of paper and board, and 7.4 million cubic meters of sawn wood products, including 3.2 million cubic meters of value-added products. The Company has production facilities in Europe, North and Latin America, and Asia. The Company operates in six segments: publication paper, fine paper, merchants, packaging boards, wood products and wood supply. On September 1, 2006, the Company acquired Vinson Industria de Papel Arapoti Ltda. and Vinson Empreendimentos Agricolas Ltda. from lnternational Paper Company. The deal comprises a paper mili producing coated mechanical paper, a sawmill and about 50,000 hectares of land, including about 30,000 hectares of productive plantations. In November 2006, the Company sold its entire 5.43% interest in Finulines Oyj.

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TOTALSA

TOTAL S.A., together with its subsidiarles and affiliates, is an integrated oil and gas company. With operations in more !han 130 countries, TOTAL eogages in all aspects of !he petroleum industry, including upstream operations (oil and gas exploration, developmeot and production, Iiquefied natural gas, LNG) and downstream operations (refining, marketiog and !he trading and shipping of crude oil and petroleum producís). It a1so produces base chemica1s (petrochemica1s and fertilizers), cholorochemica1s, intermediates, performance polymers and specia1ty chemica1s for !he industria1 and consumer markets. It a1so has interests in !he coa1 mining and power geoeration sectors, as well as a financia1 interest in !he pharrnaceutica1 sector (Sanofi-Aveotis). Its worldwide operations are conducted through three business segmeots: Upstream, Downstream and Chemica1s. In January 2007, !he Company's subsidiary, Bostik, acquired Dupont de Nemours adhesives business for !he flexible packaging market.

Daily TOTAL [Une]

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INTENSA SANPAOLO

Intesa Sanpaolo S.p.A., formerly Banca Intesa S.p.A., is an Ita1y-based banking group with operations focused in four main business areas. The Retail Division serves individua1s, small businesses, small and medium eoterprises and non-profit organizations; its main activities include retail banking, wea1th managemeot, prívate banking and industria1 credit. The Corporate Division serves mid and Iarge corporales, financia1 institutions and public administrations; its main activities include mergers and acquisitions and structured finance services, merchant banking, capita1 market, globa1 custody and !he specialized internationa1 network. The Ita1ian Subsidiary Banks Division includes banking subsidiarles rooted in regiona1 markets and !he Internationa1 Subsidiary Banks Division involves subsidiarles abroad, providing retail and co=ercia1 banking servíces mainly in Ceotra1-Eastern Europe. It has branches and represeotative offices in Europe, Asia, Latín and North America, and Africa.

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VIVENDISA

Vivendi S.A., formerly Vivendi Universal is a media and teleco=unications company. The Company's media business comprises Universal Music Group, Vivendi Games and the Canal+ Group. Vivendi also has a 20% interest in NBC Universal. Vivendi's teleco=unications business comprises SFR and Maroc Telecom. The Company also maintains other non-core operations and investments. The Company owned 100% of Universal Music Group (UMG) as of February 7, 2006. UMG acquires, manufactures, markets and distributes recorded music tbrough a network of subsidiarles, joint ventures and Iicensees in 75 countries. UMG also sells and distributes music video and digital versatile disc (DVD) products and Iicenses recordings. In December 2006, Bertelsmann AG sold BMG Music Publishing Group to the Company.

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ENELSpA

Ene! S.p.A. (Ene!) is an electricity operator in Italy. The Company is engaged in the generation, distribution and sale of electricity. Ene! is also engaged in the import, distribution and sale of natural gas. As of December 31, 2005, the Company had net insta!Ied capacity in Italy of approximately 42.2 gigawatts. During the year ended December 31, 2005, its net electricity production in Italy was 112.1 terawatt hours. During 2005, Ene! operated tbrough business divisions, which included Generation and Energy Management; Sales, Infrastructure and Networks; Transmission; Teleco=unications, and Services and Other Activities. The Company discontinued the operations of its Teleco=unications Division and Transmission Division in 2005. Ene! announced the acquisition of Erelis SAS, a France-based wind power plant developer in July 2006. It has acquired 100% of Hydro Quebec International Latín America Ltd. (HQILA), tbrough its Dutch subsidiary Ene! Investment Holding in August 2006.

33