IM CITI TARJETAS 1 Fondo de Titulización de Activo ASSET … · 2013. 1. 15. · Prospectus...

Prospectus November 2012

Prospectus registered at the CNMV on 22 November 2012

IM CITI TARJETAS 1 Fondo de Titulización de Activo ASSET BACKED SECURITIES

1,000,000,000 €

SERIES AMOUNT FITCH DBRS A Series 840,000,000 A (sf) AAA (sf) B Series 160,000,000 N.R. C(sf)

BACKED BY CREDIT RIGHTS DERIVED FROM CREDIT CARDS ISSUED TO PRIVATE INDIVIDUALS BY CITIBANK ESPAÑA, S.A.

Subscriber

CITIBANK ESPAÑA, S.A.

Paying Agent

Citibank International Plc, Spanish Branch

Fondo designed and managed by

This document is a translation of the Spanish Prospectus registered at the CNMV. This document is not a securities offer or other document with any legal effect. No other document but the final Prospectus registered at the CNMV may be considered as having any legal effect.

Prospectus IM Citi Tarjetas 1, FTA

INDEX

RISK FACTORS ________________________________________________________ 1

1 Risks derived from the legal nature and the activity of the issuer. ____ 1 1.1 Nature of the Fondo and liabilities of the Sociedad Gestora (Management Company). 1 1.2 Forced substitution of the Sociedad Gestora. ____________________________________ 1 1.3 Limitation of action against the Sociedad Gestora. _______________________________ 1 1.4 Application of the Bankruptcy Act. _____________________________________________ 1

2 RISKS DERIVED FROM THE SECURITIES. __________________________ 2 2.1 Liquidity. ___________________________________________________________________ 2 2.2 Yield and Duration. __________________________________________________________ 2

3 RISKS DERIVED FROM THE ASSETS BACKING THE ISSUE. _________ 2 3.1 Risk of default of the Credit Rights and Limited Responsibility. ____________________ 3 3.2 Risk of early amortisation of the Credit Rights. ___________________________________ 3 3.3 Arrears. ____________________________________________________________________ 4 3.4 Geographical concentration ___________________________________________________ 4 3.5 Direct Debit collection ________________________________________________________ 4 3.6 Over Credit Limits (OCLs) ____________________________________________________ 4 3.7 Internal Scoring _____________________________________________________________ 4 3.8 Credit Card Credit Limit ______________________________________________________ 4 3.9 Origination Channels. ________________________________________________________ 5 3.10 Balance Variation of the Credit Cards. __________________________________________ 5 3.11 Sufficient Portfolio. ___________________________________________________________ 5

1 LIABLE INDIVIDUALS. ____________________________________________ 6 1.1 Individuals responsible for the information included in the Registration Document. ___ 6 1.2 Declaration by the individuals responsible for the Registration Document. ___________ 6

2 STATUTORY AUDITORS. _________________________________________ 6

2.1 Auditors of the Fondo. __________________________________________ 6

2.2 Accounting PRINCIPLES OF the Fondo. __________________________ 6

3 RIsk Factors. _____________________________________________________ 6

4 INFORMATION ABOUT THE ISSUER. ______________________________ 7 4.1 Declaration of the establishment of the Issuer as Fondo de Titulización. ____________ 7 4.2 Name of the Issuer. __________________________________________________________ 7 4.3 Place of registration of the Issuer and its registration number. _____________________ 7 4.4 Date of Incorporation and period of activity of the Issuer. _________________________ 7

4.4.1 Date of Incorporation of the Fondo. _________________________________________ 7 4.4.2 Period of activity of the Fondo. _____________________________________________ 7 4.4.3 Liquidation of the Fondo. __________________________________________________ 8 4.4.4 Termination of the Fondo. _________________________________________________ 9

4.5 Address, legal title and legislation applicable to the Issuer. _______________________ 10 4.5.1 Taxation of the Fondo ___________________________________________________ 10

4.6 Issuer’s Authorised and issued capital. ________________________________________ 11

5 DESCRIPTION OF THE COMPANY: Fondo DE tITULIZACIÓN ________ 11 5.1 Brief description of the Issuer’s main activity. ___________________________________ 11 5.2 General description of the participants in the securitisation. ______________________ 12


6 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES. ___ 14 6.1 Incorporation and inscription in the Registro Mercantil (Companies House). ________ 15 6.2 Auditing. ___________________________________________________________________ 15 6.3 Corporate purpose. _________________________________________________________ 15 6.4 Shareholdings in other companies. ___________________________________________ 17 6.5 Administrative, management and supervision bodies. ___________________________ 17 6.6 Main activities of the individuals mentioned in section 6.6, carried out outside the Sociedad Gestora if relevant to the Fondo. ___________________________________________ 18 6.7 Creditors of the Sociedad Gestora in more than 10%. ___________________________ 18 6.8 Lawsuits of the Sociedad Gestora. ____________________________________________ 18

7 MAJOR SHAREHOLDERS. _______________________________________ 18 7.1 Declaration regarding the direct or indirect Ownership of the Sociedad Gestora or whether it is controlled. ____________________________________________________________ 19

8 FINANCIAL INFORMATION concerning THE ISSUER’S ASSETS AND liabilities, FINANCIAL position AND PROFITs AND LOSS. ______________ 19

8.1 Declaration regarding the initiation of trading and financial statements of the Issuer prior to the date of the Registration Document. ________________________________________ 19 8.2 Historical financial information required when an Issuer has initiated trading and financial statements have been generated. ___________________________________________ 19 8.3 Historical financial information for security issues in excess of 100,000 Euros. ______ 19 8.4 Legal and arbitration proceedings. ____________________________________________ 19 8.5 Material adverse changes in the Issuer’s financial situation. ______________________ 19

9 INFORMATION ON THIRD PARTIES, DECLARATIONS OF EXPERTS AND OF INTEREST. _________________________________________________ 19

9.1 Declaration or reports by experts. _____________________________________________ 20 9.2 Information from third parties. ________________________________________________ 20

10 REFERENCE DOCUMENTS _____________________________________ 20

SECURITIES NOTE (aNnex xiii OF REGULATION (Ec) 809/2004) __________ 21

1 INDIVIDUALS LIABLE. ___________________________________________ 21 1.1 Individuals liable for the information provided in the Securities Note. ______________ 21 1.2 Declaration by those responsible for the Securities Note. ________________________ 21

2 RISK FACTORS. _________________________________________________ 21

3 KEY INFORMATION. _____________________________________________ 21 3.1 Interest of the individuals and legal entities taking part in the offer. ________________ 21 3.2 Description of any interest, including conflicts, which may be important to the issue and details of the individuals involved and nature of such interest. ___________________________ 22

4 INFORMATION concerning THE SECURITIES TO BE OFFERED AND LISTED. ____________________________________________________________ 22

4.1 Total value of the securities. _________________________________________________ 22 Subscription of the Issue _________________________________________________________ 22

4.2 Description of the type and class of securities. __________________________________ 22 4.3 Legislation governing the issue. ______________________________________________ 22 4.4 Ownership and description of the securities registration. _________________________ 23 4.5 Currency of the Issue. _______________________________________________________ 23 4.6 Ranking and subordination of the securities . ___________________________________ 23

4.6.1 Bond Interest Waterfall. __________________________________________________ 23 4.6.2 Bond Principal Waterfall. _________________________________________________ 23


4.7 Description of the rights linked to the securities . ________________________________ 23 4.8 Interest rate for the Bonds and interest payment arrangements. __________________ 24

4.8.1 Interest Accrual. ________________________________________________________ 24 4.8.2 Interest Rate. ___________________________________________________________ 24 4.8.3 Formula to calculate the interest of the Bonds . _____________________________ 24 4.8.4 Dates, place, institutions and procedure for the payment of coupons ___________ 24

4.9 Maturity and amortisation date of the securities. ________________________________ 25 4.9.1 Redemption Price. ______________________________________________________ 25 4.9.2 Maturity of the Bonds. ___________________________________________________ 25 4.9.3 Amortisation of the Bonds. _______________________________________________ 26

4.10 Indication of the return. ______________________________________________________ 27 4.10.1 Average life, yield, duration and estimated final maturity of the Bonds. _________ 29 4.10.2 Tables with the assumed Bond principal and interest payments. _______________ 29 4.10.3 Estimated table for the Deferred Purchase Price. ____________________________ 33

4.11 Representation of the holders of the securities. _________________________________ 34 4.12 Resolutions, authorisations and approvals for the issue of securities. ______________ 34 4.13 Date of issue of the securities. _______________________________________________ 35

4.13.1 Group of potential investors. ______________________________________________ 35 4.13.2 Date of Subscription. ____________________________________________________ 35 4.13.3 Form and Closing Date. __________________________________________________ 35 4.13.4 Form and term to deliver the subscription forms to the subscribers. ____________ 35

4.14 Restrictions to the free transmission of securities. _______________________________ 35

5 AGREEMENTS FOR THE ADMISSION TO LISTING AND TRADING. __ 35 5.1 Market in which the securities will be traded. ___________________________________ 35 5.2 Paying Agent. ______________________________________________________________ 36

6 EXPENSES OF THE OFFER. ______________________________________ 36

7 ADDITIONAL INFORMATION. _____________________________________ 37 7.1 Declaration regarding the capacity of the advisers mentioned in the Securities Note. 37 7.2 Other information in the Securities Note audited or revised by auditors. ____________ 37 7.3 Declaration or report attributed to an individual acting as an expert. _______________ 37 7.4 Information from third parties. ________________________________________________ 37 7.5 Credit Ratings. _____________________________________________________________ 37

ADDITIONAL BUILDING BLOCK TO THE SECURITIES NOTE (Annex VII of the REGULATION (Ec) 809/2004 april 29, 2004) ______________________________ 39

1 SECURITIES. ____________________________________________________ 39 1.1 Minimum denomination of the issue. __________________________________________ 39 1.2 Confirmation that the information relating to a company or Debtor taking part in the issue has been exactly reproduced. _________________________________________________ 39

2 UNDERLYING ASSETS. __________________________________________ 39 2.1 Confirmation of the capacity of the securitised assets to produce the cash flow to fund the securities. _____________________________________________________________________ 39 2.2 Assets backing the issue. ____________________________________________________ 40

2.2.1 Legal jurisdiction governing the group of assets to be securitised . _____________ 44 2.2.2 General characteristics of the Debtors and the economic environment, and global statistical data of the assets to be securitised. ______________________________________ 44 2.2.3 Legal nature of the assets. _______________________________________________ 53 2.2.4 Date or dates for the maturity or cancellation of the assets. ___________________ 54 2.2.5 Amount of the assets. ____________________________________________________ 54 2.2.6 Loan-to-value ratio or level of collateralisation. ______________________________ 54


2.2.7 Asset creation methodology. ______________________________________________ 54 2.2.8 Significant representations provided to the Issuer in relation to the assets ______ 60 2.2.9 Replacement of the securitised assets. ____________________________________ 63 2.2.10 Relevant insurance policies related to the securitised assets __________________ 63 2.2.11 Information related to the Debtors when the securitised assets include obligations from 5 or less Debtors that are legal entities, or if a single Debtor represents 20% or more of the assets or if a Debtor entails a significant part of the assets. _______________________ 63 2.2.12 Details of the relationship, if material to the issue, between the issuer, the guarantor and the Debtor. _________________________________________________________________ 63 2.2.13 If the assets include fixed income securities, description of the main conditions. _ 63 2.2.14 If the assets include equity securities, description of the main conditions. _______ 63 2.2.15 If the assets include equity securities that are not traded in an official market or equivalent, if they represent more than 10% of the securitised assets, description of the main conditions. ________________________________________________________________ 64 2.2.16 Reports assessing the property and the treasury/income flows for cases where a large portion of the assets are backed by properties _________________________________ 64

2.3 Assets actively managed which are backing the issue. __________________________ 64 2.4 Declaration in the event that the issuer intends to issue new securities backed by the same assets and description of the method used to notify the holders of this class. ________ 64

3 TRANSACTION STRUCTURE AND TREASURY. ____________________ 64 3.1 Description of the structure of the operation. ___________________________________ 64

3.1.1 Diagram of the operation _________________________________________________ 64 3.1.2 Initial balance of the Fondo. ______________________________________________ 65

3.2 Description of the entities participating in the issue and description of the functions to be performed by them. _____________________________________________________________ 65 3.3 Description of the method and date of the sale, transfer, novation or asset assignation or any other right and/or obligation in the assets _______________________________________ 65

3.3.1 Sale of the Credit Rights _________________________________________________ 65 3.3.1.1 Sale of Initial Assets ____________________________________________________ 66 3.3.1.2 Sale of the Additional Withdrawals________________________________________ 66 3.3.2 Rights conferred to the Fondo through the sale of the Credit Rights ____________ 67 3.3.3 Validity of the sale. ______________________________________________________ 67 3.3.4 Price of the sale. ________________________________________________________ 67 3.3.5 Payment of the price of sale.______________________________________________ 67 3.3.6 Responsibility of the Seller as seller of the Credit Rights. _____________________ 68 3.3.7 Fund advance. __________________________________________________________ 68 3.3.8 Sale Notification. ________________________________________________________ 68 3.3.9 Credit Right Withholding Tax. _____________________________________________ 69 3.3.10 Set-off _________________________________________________________________ 69

3.4 Explanation of the fund flows _________________________________________________ 69 3.4.1 How the asset flows will meet the Issuer’s obligations with the Bondholders ____ 69 3.4.2 Financial operations arranged and credit enhancement ______________________ 69

3.4.2.1 Financial operations arranged _________________________________________ 70 3.4.2.2 Dilution Reserve _____________________________________________________ 70 3.4.2.3 Commingling Reserve ________________________________________________ 71

3.4.2.4 Acquisition Reserve ____________________________________________________ 71 3.4.3 Details of any subordinated finance ________________________________________ 72 3.4.3.1 Subordinated Loan for Initial Expenses ___________________________________ 72 3.4.3.2 Subordinated Loan for Reserves _________________________________________ 72 3.4.4 Parameters for the investment of temporary excess amounts and institutions responsible for such investment ___________________________________________________ 72

3.4.4.1 Treasury Account ____________________________________________________ 73 3.4.4.2 Reinvestment Account ________________________________________________ 74


3.4.4.3 Guarantee Agreement. _______________________________________________ 75 3.4.5 Collection of the payments related to the assets. ____________________________ 76 3.4.6 Waterfall. ______________________________________________________________ 77

3.4.6.1 Available Resources. _________________________________________________ 77 3.4.6.2 Priority Order of Payments on the Closing Date __________________________ 78 3.4.6.3 Interest Waterfall. ____________________________________________________ 78 3.4.6.4 Principal Waterfall. ___________________________________________________ 79 3.4.6.5 Liquidation Date Waterfall. ____________________________________________ 79 3.4.6.6 Other Rules of the Waterfall. __________________________________________ 80 3.4.6.7 Variable Commission. ________________________________________________ 80 3.4.6.8 Expenses of the Fondo. _______________________________________________ 80

3.4.7 Other agreements relevant to the payment of interest and principal to the investors. _______________________________________________________________________ 81

3.4.7.1 Paying Agency . _____________________________________________________ 81 3.5 Name, address and economic activities relevant to the seller of the securitised assets. __________________________________________________________________________ 83 3.6 Return and/or repayment of the securities related to other assets that are not assets of the issuer. ________________________________________________________________________ 86 3.7 Servicer, calculation agent or equivalent. ______________________________________ 86

3.7.1 Administration and representation of the Fondo and the holders of the securities. 86 3.7.1.1 Management and representation of the Fondo. __________________________ 86 3.7.1.2 Replacement of the Sociedad Gestora. _________________________________ 87 3.7.1.3 Subcontracting. ______________________________________________________ 88 3.7.1.4 Remuneration of the Sociedad Gestora _________________________________ 88

3.7.2 Management and custody of the securitised assets. _________________________ 88 3.7.2.1 General Compromises of the Seller as Servicer. _________________________ 89 3.7.2.2 Servicing of the Credit Rights. _________________________________________ 89 3.7.2.3 Credit Right modifications. ____________________________________________ 90 3.7.2.4 Replacement of the Servicer. __________________________________________ 91 3.7.2.5 Subcontracting of the servicing duties of the Credit Rights. ________________ 94

3.8 Name, address and brief description of any counterparty in swap, credit, liquidity or account operations. _______________________________________________________________ 94

4 REPORTING. ____________________________________________________ 94 4.1 Notification of the amounts due from principal and interest to be paid to the Bondholders. _____________________________________________________________________ 94 4.2 Periodical information._______________________________________________________ 95 4.3 Obligations to notify relevant facts. ____________________________________________ 95 4.4 Information to the Comisión Nacional del Mercado de Valores. ___________________ 95 4.5 Information to the Credit Rating Agencies. _____________________________________ 96


IM CITI TARJETAS 1, FONDO DE TITULIZACIÓN DE ACTIVOS

This document constitutes the Prospectus of IM CITI TARJETAS 1, FTA, (hereon, the Fondo) approved and registered at the Comisión Nacional del Mercado de Valores (hereon, the CNMV) in accordance with the European Commission’s Regulation 809/2004 and it includes:

1. A description of the main risk factors linked to the issue, the securities and the assets backing such issue (hereon, the Risk Factors).

2. A Registration Document for the securities set out in accordance with the model included in Annex 7 of Regulation 809/2004 (hereon, the Registration Document).

3. Note regarding the securities, set out in accordance with the model established in Annex 13 of Regulation 809/2004 (hereon, the Securities Note).

4. Additional Building Block to the Securities Note set out in accordance with Annex 8 of Regulation 809/2004 (hereon, Additional Building Block).

5. Definitions.


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Fondo designed, incorporated and serviced by InterMoney Titulización S.G.F.T

RISK FACTORS

1 RISKS DERIVED FROM THE LEGAL NATURE AND THE ACTIVITY OF THE ISSUER.

1.1 Nature of the Fondo and liabilities of the Sociedad Gestora (Management Company).

The Fondo constitutes a separate estate lacking legal personality, open (renewable and expandable) in the asset side and closed in the liability side that, in accordance with Real Decreto 926/1998, is managed by a management company or Sociedad Gestora. The Fondo will only be responsible for its obligations to its creditors with its own assets.

For the Fondo, the Sociedad Gestora will carry out the duties established in Real Decreto 926/1998 and also, as third party manager, the protection of the interests of the Bondholders in the absence of a Bondholders’ syndicate. Therefore, the ability to protect the rights of the Bondholders is dependant on the means of the Sociedad Gestora.

1.2 Forced substitution of the Sociedad Gestora.

In accordance with Art.19 of Real Decreto 926/1998 when the Sociedad Gestora enters bankruptcy proceedings it will proceed to identify its replacement. In the event that four months have elapsed since the event that determined the substitution and no new Sociedad Gestora is willing to undertake the management of the Fondo, the Fondo will be liquidated early and the securities issued will be amortised in accordance with the Deed of Incorporation and this Prospectus.

1.3 Limitation of action against the Sociedad Gestora.

The Bondholders and other ordinary creditors of the Fondo are not entitled to claim against the Sociedad Gestora of the Fondo, other than as a result of its breach of duties or obligations established in the Deed of Incorporation, this Prospectus and current legislation.

1.4 Application of the Bankruptcy Act.

The bankruptcy of any of the participants (Seller, Sociedad Gestora or any other counterparty of the Fondo) may affect its contractual relationship with the Fondo, in accordance with Ley 22/2003 or Bankruptcy Act.

In this sense, in the case of bankruptcy of the Sociedad Gestora, in accordance with paragraph 1.2 above, another management company will replace the Sociedad Gestora. In the event of bankruptcy of the Sociedad Gestora, the assets owned by the Fondo that are held by the Sociedad Gestora and over which the latter has no right of use, guarantee or withholding –except money due to its fungible nature- will be delivered to the bankruptcy administrator. The structure of this transaction does not allow for the existence of cash in the Sociedad Gestora’s balance sheet, except when breached by the parties, as the amounts corresponding to the income of the Fondo must (in accordance with the Deed of Incorporation and this Prospectus) be transferred by the Sociedad Gestora (acting not only as representative of the Fondo when opening the accounts but also as its legal representative) to the accounts opened in the name of the Fondo (therefore the Fondo will enjoy the right of total separation, in the terms set out in Art.80 and Art.81 of the Bankruptcy Act).

In accordance with the Second Additional Provision of the Bankruptcy Act, special bankruptcy situations covered in the Fifth Additional Provision of Ley 3/1994 remain in full vigour, therefore in


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the event of the bankruptcy of the Seller, the sale of Credit Rights may be reimbursed only when exercising the reimbursement action covered by Art.71 of the Bankruptcy Act when fraud can be proved in such sale, in accordance with Ley 2/1991 (Mortgage Market Regulation Act) and the Fifth Additional Provision, section 4, of Ley 3/1994. Notwithstanding the above, there is no court jurisprudence in this matter to understand their interpretation of the rules included in the Bankruptcy Act.

Notwithstanding, if the Deed of Incorporation meets the conditions set out in the Third Additional Provision to Ley 1/1999, the sale of the Credit Rights to the Fondo may be terminated in accordance with the general rules of Art.71 of the Bankruptcy Act. Nevertheless, Art.71 in section 5 establishes a special situation whereas the ordinary actions of the business activity of the Seller carried out under normal conditions may be terminated. However, there is no court jurisprudence interpreting the rule included in the Bankruptcy Act for this matter.

In the event of the bankruptcy of the Seller, in accordance with the Bankruptcy Act, the Fondo, acting through the Sociedad Gestora, will be entitled to the right of separation of the Credit Rights, in the terms described in Art.80 and Art.81 of such Act. Further, the Fondo, acting through the Sociedad Gestora, will be entitled to obtain from the bankrupt Seller the amounts resulting from the Credit Rights from the date of the official bankruptcy, as these amounts are considered property of the Fondo and, therefore, must be transferred to the Sociedad Gestora as Fondo representative. This right of separation does not necessarily include the funds managed by the Seller by order and on behalf of the Fondo prior to their deposit into the accounts of the Fondo, as collection manager of the Credit Rights prior to that date, as these funds may be affected by the bankruptcy (due to the fungible nature of money) and create possible confusion with the estate. The mechanisms that mitigate this risk are described in section 3.4 of the Additional Building Block.

2 RISKS DERIVED FROM THE SECURITIES.

2.1 Liquidity.

The Seller, as Subscriber, undertakes to subscribe the entire Bond issue. The Seller, as Subscriber, has declared that once the Bonds are fully subscribed, its intention is to use Series A as guarantee assets in credit operations in the Euro system.

The subscription of any Series of Bonds does not in any way limit any other use given to them, including their possible sale.

In the event that during the life of the Fondo, the Subscriber decides to sell the Bonds in the market, there is no guarantee that the Bonds will be traded in the market at a minimum frequency or volume. There is no commitment by any institution to take part in the secondary market providing liquidity to the Bonds by offering counterparties.

Further, under no circumstance will the Fondo repurchase the Bonds from their holders, although they may be fully amortised in advance in the event of the Liquidation of the Fondo, under the assumptions and terms established in section 4.4.3 of the Registration Document.

2.2 Yield and Duration.

The calculation of the internal rate of return, average life and duration of the Bonds included in section 4.10.1 of the Securities Note is subject to the amortisation rhythm of the Credit Card Outstanding Balances, the evolution of the interest rates and arrears that might not occur. The payment rate of the Credit Rights might be affected by a variety of geographical, economic and social factors that are impossible to forecast.

3 RISKS DERIVED FROM THE ASSETS BACKING THE ISSUE.


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3.1 Risk of default of the Credit Rights and Limited Responsibility.

Bondholders will bear the risk of default of the Credit Rights grouped in the Fondo, always taking into consideration the credit enhancement instruments provided and described in section 3.4.2 of the Additional Building Block.

Citibank ESPAÑA, S.A. (hereon Citibank España), the Seller of the Credit Rights, will not be responsible for the default of the Debtors on principal, interest or any amount they may owe from the Credit Rights. Citibank España, in accordance with Art.348 of the Código de Comercio (hereon, Commercial Code), is liable to the Fondo exclusively for the existence and legitimacy of the Credit Rights and of the title under which it carries out the sale.

Neither will it assume, in any other form, responsibility in guaranteeing directly or indirectly the success of the operation, nor will it grant guarantees, and neither will it enter into repurchase agreements for the Credit Rights, with the exception of the compromises covered by sections 2.2.9 and 3.7.2 of the Additional Building Block relative to the replacement of Credit Rights that do not meet the requirements described in section 2.2.8 of the Additional Building Block and the management of the Assets.

Credit Card arrears and provisions consolidated data for Citibank España on 30 September and 31 December 2011 and 2010, respectively, are as follows:

30/09/2010 31/12/2011 31/12/2010

% Arrears 9.42% 9.14% 8.53%

% Provisions 52.49% 58.00% 56.47%

The Bonds issued by the Fondo do not constitute an obligation for the Seller or the Sociedad Gestora. The flow of resources used to attend the obligations derived from the Bonds is guaranteed only under specific circumstances, to the limits established in the Prospectus and the Deed of Incorporation of the Fondo. There are no guarantees granted by public or private institutions of any kind, including the Seller, the Sociedad Gestora, or any other of their affiliated or participated companies. The Credit Rights are the main source of income of the Fondo and, therefore, of payments to the holders of its liabilities.

In the event that defaults reach an elevated level they could reduce, or even exhaust, the Credit Right portfolio loss protection enjoyed by the Bonds of each Series, as a result of the credit enhancements described in section 3.4.2 of the Additional Building Block.

The degree of subordination in the payment of interest and the reimbursement of principal between the different Bond Series that is derived from the Interest Waterfall, the Principal Waterfall and the Liquidation Waterfall constitute a specific protection mechanism for each Series.

3.2 Risk of early amortisation of the Credit Rights.

Debtors may repay the Credit Rights at will. The risk of payment will be transferred monthly to the Bondholders on each Payment Date (once the Amortisation Period has begun), in accordance with the rules for the distribution of Available Resources set out in section 4.9.3 of the Securities Note. The tables included in section 2.2.8 include Credit Card Payment ratios on the referred date. The average Payment Rate is 18.31%.

In any event, all Credit Cards include a Minimum Amount to be paid monthly by each Debtor. Currently, the Minimum Amount is the sum of (i) 1% of the outstanding credit; (ii) interest that corresponds to the billable period; (iii) minimum to be paid from the previous bill, if it remains unpaid and (iv) commissions or other items that correspond by contract, with an absolute minimum of 18 Euros.


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3.3 Arrears.

A total of 21,082 Credit Cards from the Eligible Portfolio with an Outstanding Balance of 75,769,864 Euros, 47.24% of the Aggregate Outstanding Balance from the Eligible Portfolio, are Credit Cards that on the reference date of 31 October 2012, had payment delays of at least one month. These data can be found in section 2.2.2 of the Additional Building Block.

In any event, as is established in section 2.2.8 of the Additional Building Block, no Credit Rights derived from derived from Credit Cards of which their Debtors accumulate arrears in excess of 90 days will be sold to the Fondo.

3.4 Geographical concentration

An Outstanding Balance of 564,112,491 Euros, 53.90% of the Aggregate Outstanding Balance from the Eligible Portfolio corresponds to Credit Card Debtors resident in Madrid, Catalonia and Andalusia. Situations with a substantial negative effect in these areas must be taken into consideration when analysing the Bond issue. These data can be found in the tables included in section 2.2.2 of the Additional Building Block.

3.5 Direct Debit collection

As detailed in section 2.2 of the Additional Building Block, 98.54% of the Credit Cards in the Eligible Portfolio have direct debit payments arranged with credit entities other than Citibank España. Among them, CAIXABANK and BBVA have direct debit collections from Credit Cards that comprise an Aggregated Outstanding Balance of 262,298,456 Euros, representing 25.06% of the Eligible Portfolio. Situations with a substantial negative effect in these entities must be taken into consideration when analysing the Bond issue.

3.6 Over Credit Limits (OCLs)

As detailed in the tables included in section 2.2.2 of the Additional Building Block, 49,388 Credit Cards in the Eligible Portfolio, 19.51% of the Aggregate Outstanding Balance, have an Outstanding Balance in excess of the Credit Limit. The Over Credit Limit amount of any Credit Card that is over the credit limit does not exceed in more than 20% its Credit Limit. The sum of the OCL amount of these cards is 6,216,396 Euros. The Debtors' ability to withdraw above their established credit limits implies a potential increase in their credit risk exposure. Nevertheless, the establishment of a Maximum Size of the Fondo assumes an aggregate OCL for the entire portfolio of 10%. Furthermore, Citibank's conditions for such OCL must also be taken into consideration. The explanation on how the OCLs work is included in section 2.2.2 of the Additional Building Block.

3.7 Internal Scoring

As detailed in section 2.2.2 of the Additional Building Block, in relation to Credit Card Debtors of the Eligible Portfolio, a total of 35,724 Cards with an Aggregate Outstanding Balance of 90,786,432 Euros, 8.67% of the total, have been issued to Debtors classified as High, High-Medium or Medium Risk by the Seller’s internal scoring. The composition of this portfolio in relation to Debtor risk must be taken into account when analysing the Bond issue. Citibank España’s internal scoring and its scale are detailed in section 2.2 of the Additional Building Block.

3.8 Credit Card Credit Limit

An Outstanding Balance of 144,833,750 Euros, 13.84% of the Aggregate Outstanding Balance of the Eligible Portfolio, corresponds to Credit Cards with a Credit Limit in excess of 10,000 Euros. Situations with a substantial negative effect on these debtors must be taken into consideration when analysing the Bond issue. These data are detailed in the tables included in section 2.2.2 of the Additional Building Block.


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3.9 Origination Channels.

As detailed in the tables included in section 2.2.2 and described in section 2.2.7 of the Additional Building Block, the Credit Cards originate through indirect channels of the Seller itself. Specifically, an Outstanding Balance of 1,025,130,287 Euros, 97.95% of the Aggregate Outstanding Balance of the Eligible Portfolio, corresponds to Credit Cards originated through channels other than the branches of the Seller. The fact that the majority of the portfolio originated through channels other than Citibank España's own branches must be taken into consideration when analysing the Eligible Portfolio and the Bond issue. The description of these Origination Channels is included in section 2.2.7 of the Additional Building Block.

3.10 Balance Variation of the Credit Cards.

As detailed in section 2.2 of the Additional Building Block in relation to the operation of the Credit Cards, their Outstanding Balance may vary through time depending on the flexibility of their use and their specific conditions for amortisation (lack of an amortisation calendar and/or fixed term). This factor must be taken into account when analysing the Bond issue as it could affect the amortisation term of the Bonds once the established Period of Amortisation begins (in the terms described in section 4.9.3 of the Securities Note).

3.11 Sufficient Portfolio.

On the Date of Incorporation, the Eligible Portfolio will be considered sufficient for the Incorporation of the Fondo taking into consideration the declarations included in section 2.2.8 of the Additional Building Block that restrict the selection criteria of the Eligible Portfolio.


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REGISTRATION DOCUMENT FOR SECURITIES (ANNEX VII OF THE EC 809/2004 REGULATION)

1 LIABLE INDIVIDUALS.

1.1 Individuals responsible for the information included in the Registration Document.

José Antonio Trujillo del Valle, in the name and on behalf of INTERMONEY TITULIZACIÓN, SGFT, S.A. (hereon, the Sociedad Gestora) with its registered address at Plaza Ruiz Picasso 1, Torre Picasso 1, 32nd Floor, Madrid and with tax code A-83774885), entity promoting IM CITI TARJETAS 1, FONDO DE TITULIZACIÓN DE ACTIVOS (the Fondo), assumes responsibility for the contents of this Registration Document.

José Antonio Trujillo del Valle is Chairman of INTERMONEY TITULIZACIÓN, SGFT, S.A. in virtue of the agreement of the Management Board of the Sociedad Gestora on 16 October 2003 and the powers granted by the Management Board in its meeting of 10 September 2012 for the incorporation of the Fondo.

1.2 Declaration by the individuals responsible for the Registration Document.

José Antonio Trujillo del Valle, Sociedad Gestora representative, declares that, following reasonable due diligence to guarantee the information included in this Registration Document, to his knowledge, it is in accordance with the facts and does not contain in any omission that may affect its content.

2 STATUTORY AUDITORS.

2.1 AUDITORS OF THE FONDO.

Following section 4.4.2 of this Registration Document, there is no historical financial information on the Fondo.

The Management Board of the Sociedad Gestora, in its meeting on 10 September 2012 has appointed KPMG Auditores S.L. (hereon, KPMG) as statutory auditor of the Fondo for an initial period of 3 years. KPMG is registered in the Official Register of Accountants (ROAC, in Spanish) with number S0702, and has its registered address at Paseo de la Castellana 95, Madrid (Spain) and VATIN ESB78510153. The Management Board of the Sociedad Gestora will inform the CNMV of any change which may occur in respect of the appointment of the auditor.

The annual accounts of the Fondo and the annual audit report will be deposited at the CNMV and the Registro Mercantil (Companies House) each year.

2.2 ACCOUNTING PRINCIPLES OF THE FONDO.

The income and expenses will follow the current accrual principles in accordance with the CNMV’s Circular 2/2009).

The financial year will coincide with the calendar year. Nevertheless, and exceptionally, the first financial year will begin on the Date of Incorporation of the Fondo and end on 31 December 2012, and the last final financial year will end on the date of the extinction of the Fondo.

3 RISK FACTORS.

Risk factors, derived from the Issuer’s legal nature and its activity, are described in section 1 of this Prospectus, “Risk Factors”.


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4 INFORMATION ABOUT THE ISSUER.

4.1 Declaration of the establishment of the Issuer as Fondo de Titulización.

IM CITI TARJETAS 1, FONDO DE TITULIZACION DE ACTIVOS, is the Issuer of the securities mentioned in the Securities Note, and will be incorporated in accordance with current Spanish legislation regulating Fondos de Titulización de Activos (Asset Securitisation Funds), in order to issue the securities referred to in the Securities Note and to purchase the Credit Rights.

4.2 Name of the Issuer.

The name of the Fondo is IM CITI TARJETAS 1, FONDO DE TITULIZACION DE ACTIVOS. The Fondo will also use the names IM CITI TARJETAS 1 and IM CITI TARJETAS 1, FTA”.

4.3 Place of registration of the Issuer and its registration number.

The incorporation of the Fondo and the issue of the Bonds must be previously registered in the Official Registers of the CNMV, in accordance with Art.26 and following of Ley 24/1988 (Securities Market Act). This Prospectus has been registered in such registers on 22 November 2012.

The incorporation of the Fondo also requires the granting of the appropriate Deed of Incorporation. The Sociedad Gestora declares that the contents of such Deed of Incorporation will coincide with the Deed of Incorporation project forwarded to the CNMV and, under no circumstances will the terms of the Deed of Incorporation contradict, modify, alter or invalidate the contents of this Prospectus.

The Deed of Incorporation can only be modified under the terms established in Art.7 of Ley 19/1992 (defined in section 2 of the Fourth Final Provision of Ley 5/2009) and in accordance with current legislation.

Once the CNMV confirms that the legal requirements for modification are met, the Sociedad Gestora will issue the corresponding deed of modification and will forward an authorised copy to the CNMV. The Sociedad Gestora will notify any modifications of the Deed of Incorporation to the Credit Rating Agencies and will publish them on the web site of the Sociedad Gestora as periodical public information of the Fondo.

The Deed of Incorporation may also be amended by request from the CNMV.

It is hereby stated that neither the incorporation of the Fondo or the Bonds issued from its assets will be inscribed in the Registro Mercantil (Companies House), as a result of the faculty included in Art.5.4 of Real Decreto 926/1998.

4.4 Date of Incorporation and period of activity of the Issuer.

4.4.1 Date of Incorporation of the Fondo.

Once this Prospectus has been registered by the CNMV and prior to the opening of the Subscription Period, the Sociedad Gestora, together with the Seller, will grant the Deed of Incorporation of the Fondo. This will take place on the Date of the Incorporation of the Fondo, expected on 23 November 2012.

The Deed, in accordance with Ley 19/1992 will meet Art.6 of the Securities Act and will be, therefore, the deed of the issue of the Bonds and the deed stating the representation of the Bonds as book entries.

4.4.2 Period of activity of the Fondo.

The activity of the Fondo will begin on the day of the granting of the Deed of Incorporation.


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The life of the Fondo will extend until the Final Date, except if it is liquidated in advance in accordance with section 4.4.3 of the Registration Document or in the event of any of the situations covered in section 4.4.4 of the Registration Document.

The Final Date will be 22 May 2020. This date is equal to adding 24 months to the Estimated Amortisation Date, 22 May 2018. This date is defined as the Payment Date in which, on the basis of the behavioural data of the portfolio and the characteristics of the liabilities issued by the Fondo, the Bonds will be fully amortised, taking into account that the amortisation begins on 22 January 2016.

4.4.3 Liquidation of the Fondo.

On a Payment Date, the Sociedad Gestora, prior notification to the CNMV, is entitled to proceed to the Liquidation of the Fondo, to the Prepayment of the Bonds and to extinguish the Fondo (hereon, the Date of Liquidation) in any of the following situations (hereon, the Liquidation Events”):

(i) When 90% of the Initial Balance of the A Bonds have been amortised, and the proceeds from the sale of the Credit Rights pending amortisation, together with the Available Resources, allows for the full payment of the Fondo’s payment obligations, including the Deferred Purchase Price that may remain.

(ii) When, as a result of any event or circumstance, a substantial alteration occurs or the financial balance of the Fondo is permanently altered, or its maintenance is seriously compromised. Including the existence of a change in the Law or additional Acts, the establishment of withholding obligations or other situations that may permanently affect the financial balance of the Fondo.

(iii) By obligation, in the event that the Sociedad Gestora is declared bankrupt, and following the lapse of the legally established term, or by defect four months, no replacement management company has accepted the designation in accordance with section 3.7.1.2 of the Additional Building Block.

(iv) In the event of a default indicative of a serious and permanent unbalance of any of the Bonds issued takes place or is expected to occur.

(v) 6 months prior to the Final Date, even if there are amounts due that have not been collected from the Credit Rights sold to the Fondo.

(vi) In the event of: (i) the situation described in section 3.7.2.4 of the Additional Building Block in relation to the replacement of the Servicer and (ii) any event that limits the Seller’s legal capacity to sell Additional Assets throughout the life of the Fondo, like the Seller not meeting the requirement included in Art.2.2 of Real Decreto 926/1998, in respect of the Seller's annual accounts.

(vii) In the event that the Maximum Size of the Fondo, established at 2,460,000,000 Euros, is reached. Such Maximum Size has been calculated taking into consideration the Outstanding Balance and the Open-to-buy of the Eligible Portfolio on the date of reference (31 October 2012) plus an aggregate OCL level for the entire Portfolio of 10%.

(viii) When the Sociedad Gestora has the explicit authorisation from all the Bondholders of all Series and all those holding valid contracts with the Fondo, regarding the payment of amounts derived from the Liquidation and in relation to the procedure to be carried out.

In any event, once the Sociedad Gestora has notified the CNMV, it will proceed to the orderly liquidation of the Fondo, in accordance with the rules established in the Deed of Incorporation and this Prospectus.

For this section, payment obligations derived from the Bonds on the Date of the Liquidation of the Fondo are understood to be the Outstanding Principal Balance of the Bonds on such date plus interest accrued and not paid to date, minus, when applicable, tax withholding, that is, amounts that


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are legally due on that date. Furthermore, payment obligations of the Fondo will include the Deferred Purchase Price that may remain.

Requirements to proceed to the Liquidation of the Fondo:

(i) To obtain, if applicable, all the necessary authorisations by the relevant authorities or administrative bodies.

(ii) That the Bondholders are notified, following the procedure established in this section and with a 15-Business Day notice, of the agreement of the Sociedad Gestora to proceed to the Liquidation of the Fondo. This notification, previously notified to the CNMV, -publishing the appropriate relevant fact in accordance with Art.82 of the Securities Market Act-, and to the Credit Rating Agencies, will also be published in the Boletín de Cotización Diario (Daily Exchange Rate Bulletin) of the Mercado AIAF or through any other means of diffusion generally accepted by the market and that guarantees the adequate diffusion of information, in time and content. This notification will contain the description of (i) the event (s) forcing the Liquidation of the Fondo, (ii) the procedure followed, and (iii) the method elected to attend and cancel the payment obligations derived from the Bonds in accordance with the Liquidation Waterfall established in section 3.4.6.5 of the Additional Building Block.

In order for the Fondo to carry out the Liquidation of the Fondo and the Prepayment of the Bond Issue, and the payment of the Deferred Purchase Price, the Sociedad Gestora, in the name and on behalf of the Fondo, will:

(i) Sell the Credit Rights for an amount that allows for the complete liquidation of the Fondo.

(ii) Cancel all agreements that are not necessary for the liquidation procedure.

In the event that, the above measures are insufficient or Credit Rights or other assets remain in the Fondo, the Sociedad Gestora will sell them. To do this, it shall request offers from, at least, 5 institutions among those most active in the market that, in its opinion, can offer market value under the most favourable conditions. The Sociedad Gestora will accept the best offer that, in its opinion, covers the market value of the assets. In order to establish market value, the Sociedad Gestora may request the valuation reports it may consider necessary.

The Seller will enjoy a preferential pre-emption right over third parties to repurchase the Credit Rights or other rights derived from them that remain in the assets of the Fondo (Derecho de Tanteo). To this end the Sociedad Gestora will provide the Seller with a list of the Credit Rights and other remaining assets and the bid offers received from third parties. This right of repurchase can be exercised in the 10 Business Days following the reception of such list and as long as the offer of the Seller equals, at least, the best of the offers received from third parties.

This right does not imply, under any circumstance, the Seller’s pact or declaration to repurchase the Credit Rights.

The Sociedad Gestora will apply all amounts received from the sale of the Credit Rights of the Fondo or other remaining assets to pay the different items, in accordance with the Liquidation Waterfall, in accordance with section 3.4.6.5 of the Additional Building Block.

4.4.4 Termination of the Fondo.

The Fondo will be terminated as a result of the following circumstances:

(i) The full amortisation of the Credit Rights.

(ii) On the date in which all the payment obligations of the Fondo are met.

(iii) On the date in which the process of the Liquidation of the Fondo is concluded, as described in section 4.4.3 of the Registration Document.


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(iv) On the Final Date of the Fondo, even if there are outstanding debts to be collected.

(v) When prior to the opening of the Subscription Period of the Bonds, the provisional ratings assigned to the Bonds by the Credit Rating Agencies are not confirmed or when, prior to the Date of Subscription, an unforeseen and unforeseeable event takes place that renders impossible the fulfilment of this Prospectus, in accordance with Art.1105 of the Civil Code. In this case, the Sociedad Gestora will cancel the incorporation of the Fondo, the sale of the Credit Rights, the issue of the Bonds and the remaining Agreements of the Fondo. In the event of the cancellation of the Fondo as a result of cause (v) and, therefore, all the remaining Agreements of the Fondo have also been cancelled, the Seller will pay all the initial expenses derived from the incorporation of the Fondo.

The CNMV will be notified as soon as the extinction of the Fondo is confirmed and this event will be made public in accordance with the procedure established in this section. No later than 1-month from the event forcing the cancellation, the Sociedad Gestora will issue a notary deed to certify that all the payment obligations of the Fondo have been cleared and paid, and that the Fondo has been cancelled.

In the event of the extinction of the Fondo as a result of causes (i) through (iv) above, following a period of 6-months from the liquidation of the remaining assets of the Fondo and the distribution of the Available Resources, the Sociedad Gestora will issue a notary deed stating (i) the extinction of the Fondo and the causes, (ii) the procedure followed to notify the Bondholders and the CNMV, and (iii) the distribution of the Available Resources for the Liquidation of the Fondo, in accordance with the Liquidation Waterfall. The Sociedad Gestora will also carry out all necessary administrative procedures. This notary deed will be forwarded to the CNMV.

4.5 Address, legal title and legislation applicable to the Issuer.

The Fondo, in accordance with Art.1 of Real Decreto 926/1998 is a separate estate without legal personality, open (renewable and expandable) in the asset side and closed in the liability side, in accordance with Art.3 of Real Decreto 926/1998. InterMoney Titulización, S.G.F.T., S.A., as Sociedad Gestora, is responsible for the legal representation and management of the Fondo in accordance with Real Decreto 926/1998.

The Fondo will have its registered address at the address of the Sociedad Gestora, Plaza Pablo Ruiz Picasso 1 32nd floor, Madrid 28020 (Spain). The Sociedad Gestora’s telephone number is +34 91 432 64 88. Further contact details of the Sociedad Gestora and the Fondo can be found at www.imtitulizacion.com.

The Prospectus follows the templates of Commission Regulation (EC) 809/2004, related to the application of the European Parliament Directive 2003/71/CE. This Prospectus also meets the requirements of Commission Delegated Regulation (EU) 486/2012 that modifies Regulation 809/2004.

Equally, any dispute related to the Fondo that may arise during its operation or liquidation, either between the Bondholders or the Bondholders and the Sociedad Gestora will be subject to the Courts and Tribunals of Madrid, waiving any other jurisdiction that might be applicable.

4.5.1 Taxation of the Fondo

In accordance with Art.1.2 of Real Decreto 926/1998; Art.7.1.h) of Real Decreto Legislativo 4/2004 (New Text of the Corporate Tax Act); Art.20.1.18 of the Ley 37/1992 (VAT Act); Art.59.k) of Real Decreto 1777/2004 (Corporate Tax Regulation); Art.45.I.B).15 and 20.4 of Real Decreto Legislativo 1/1993 (New Text of the Stamp Tax Act); Fifth Additional Disposition of Ley 3/1994, and Ley 35/2006 (Income Tax Act and modifications to Corporate Tax, Tax for Non Residents and Assets), the specific characteristics of the current taxation regime for the Fondo are as follows:


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(i) The incorporation of the Fondo is exempt from the Stamp Tax heading “corporate transactions” of the new text of the Stamp Tax.

(ii) The issue, subscription, sale, amortisation and reimbursement of the Bonds are not subject or exempt, according to each case, from VAT Tax and Stamp Tax.

(iii) The Fondo is subject to Corporate Tax at the current rate (presently, 30%) and the standard rules of quota reduction, loss compensation and other main sections of the tax.

In this sense, Rule 13 of Circular 2/2009 determines the criteria for asset securitisation funds to carry out necessary financial asset loss-of-value corrections. The modification introduced by Ley 2/2010 in Art.12.2 of the new text of the Corporate Tax Act (applicable from 1 January 2009) indicates that, legally, rules will be established regarding the circumstances that determine the possible deduction due to the loss-of-value corrections of debt tools that are valued by their amortised cost owned by mortgage securitisation funds and asset securitisation funds. Until the development of such rules, Ley 2/2010 has introduced the 31st Temporary Provision to the new text of the Corporate Tax Act, establishing an interim taxation regime that will apply credit entity criteria for the deduction of the specific hedging of the customer’s insolvency risk.

(iv) In respect of the yield of the Credit Rights that constitute income of the Fondo there is no obligation to withhold or advance the Corporate Tax. Further, together with yields from the securitised Credit Rights, according to specific criteria issued by the Tax Authorities, other yields from capital gains obtained by the Asset Securitisation Funds are exempt from withholding, as long as they are limited to the Fondo’s own activities.

(v) The services of management and custody of the Fondo carried out by the Sociedad Gestora are exempt from VAT.

(vi) The sale to the Fondo of Credit Rights is a transaction subject and exempt from VAT and Stamp Tax.

(vii) The Fondo is subject to the notification requirements established by Ley 13/1985.

The procedures and obligations to notify are established in Real Decreto 1065/2007 and the wording established in Real Decreto 1145/2011.

4.6 Issuer’s Authorised and issued capital.

Not applicable.

5 DESCRIPTION OF THE COMPANY: FONDO DE TITULIZACIÓN

5.1 Brief description of the Issuer’s main activity.

The sole purpose of the Fondo shall be the transformation of the grouped assets into homogeneous and standardised fixed income securities and susceptible, therefore, of being traded in organised securities markets.

From the Date of Incorporation, the activity of the Fondo consists of the acquisition of a group of Assets or Credit Rights owned by the Seller, derived from Credit Rights and described in section 2.2 of the Additional Building Block and the issue of securitisation bonds destined to finance the purchase of the Credit Rights.


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It’s estimated that the Liquidation Date coincides with the Estimated Amortisation Date, the Payment Date of 22 May 2018, based on the characteristics of the portfolio and the estimated maturity of the Bonds, as detailed in section 4.10 of the Securities Note.

All the Credit Rights of the Eligible Portfolio have been granted to private individuals (the Debtors) resident in Spain. Furthermore, the Credit Rights that comprise the Eligible Portfolio originated at Citibank España.

Income from interest and principal reimbursement received from the Credit Rights acquired by the Fondo will be applied monthly, on each Payment Date, to pay any amounts owed by the Fondo, in accordance with the Interest Waterfall, Principal Waterfall and Liquidation Waterfall established in section 3.4.6.3, 3.4.6.4 and 3.4.6.5 of the Additional Building Block.

Furthermore, the Fondo will arrange, through the Sociedad Gestora, financial operations and services in order to (i) consolidate the financial structure of the Fondo, increase its security and the regularity of the Bond payments, (ii) cover temporary deficits between the principal and interest flows from the Credit Rights and the Bonds and, (iii) in general, to facilitate the financial transformation taking place in the Fondo’s equity between the financial characteristics of each Bond Series and any other subordinated financing included in the Additional Building Block.

The Sociedad Gestora, on behalf of the Fondo, declares that the descriptions of all the Agreements (Payment Agency Account, Reinvestment Account, Direction and Subscription, Subordinated Loan for Initial Expenses, Subordinated Loan for Reserves -jointly, the Subordinated Loans-, Guarantees and Servicing) included in the following sections of this Prospectus, to be subscribed in the name and in representation of the Fondo, include the most relevant information of each agreement, and duly represent their contents and that no information has been omitted that may affect the contents of this Prospectus.

5.2 General description of the participants in the securitisation.

INTERMONEY TITULIZACION, SOCIEDAD GESTORA DE FONDOS DE TITULIZACION, S.A. (INTERMONEY TITULIZACIÓN”)

• INTERMONEY TITULIZACION acts as Sociedad Gestora and will incorporate, manage and legally represent the Fondo and also act as Calculation Agent. INTERMONEY TITULIZACION has also carried out the financial design of the operation and the Bond Issue.

INTERMONEY TITULIZACION is a management company for securitisation funds incorporated in Spain and registered at the Madrid Companies House (Registro Mercantil de Madrid), Volume 19277, book 0, sheet 127, section 8, page M-337707, inscription 1, on 21 October 2003, and also at the Registro Especial de Sociedades Gestoras de Fondos de Titulización of the CNMV as number 10.

Registered address: Plaza Pablo Ruiz Picasso 1, Torre Picasso, 32nd floor, 28020 Madrid (Spain).

VATIN: ESA83774885

• Citibank España, S.A. (Citibank España) is the Seller of the Credit Rights to be grouped as the assets of the Fondo. Citibank España is also the Subscriber of all the Series of Bonds. It has also taken part in the financial design of the Fondo and the Bond Issue and will be the Provider of the Reinvestment Account (in accordance with the relevant agreement) and the counterparty of the Fondo in the Subordinated Loan for Initial Expenses Agreement and the Subordinated Loan for Reserves Agreement. Also, Citibank España will be Servicer of the Credit Cards, in accordance with the Deed of Incorporation and the Management Agreement.


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Citibank España is a financial entity incorporated in Spain and registered in the Companies House of Madrid, in volume 750, sheet 165, page M-15.092. It is equally registered in the Official Register for Entities of the Bank of Spain with number 0122 and its Standard Industrial Classification Code (CNAE, in Spanish) is in sector 65.

Registered address: Avda. de Europa, 19, Parque Empresarial La Moraleja, 28108 Alcobendas (Madrid).

VATIN: ESA28142081

• Citibank International PLC, Spanish Branch, (Citibank International) is the Paying Agent of the Bonds and the Provider of the Treasury Account.

Citibank International is a financial entity registered in the Companies House of Madrid, in volume 16028, sheet 1, page M271271, inscription 1. Its code at the Bank of Spain is 1474.

Registered address: Jose Ortega y Gasset 29, Edificio Beatriz, 28006 Madrid (España)

VATIN: ESW0066134H

Citibank International is the Spanish branch of Citibank International Plc, a financial entity incorporated in England and Wales with a Companies House registration number of 01088249.

Registered address: Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom.

Citibank International Plc’s ratings are:

SERIES FITCH Ratings, Ltd

Moody´s Investor

Services, Inc

Standard & Poor's Financial Services

LLC

DBRS Ratings Limited

Long term A Baa1 A A (H)

Short term F-1 P-2 A-1 R-1 (M)

Outlook Stable Negative Negative Stable

Rating dates 15/12/2011 16/10/2012 29/11/2011 19/7/2010

• Citigroup Global Markets Limited ("CGML”) is the Director of the Bond Issue, having taken part in the financial design of the Fondo and the Issue and in the process to obtain the credit ratings. Fees for these functions are included in the initial expenses of the Fondo.

CGML is a financial entity incorporated in England and Wales and registered as 01763297.

Registered address: Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom.

CGML has no credit ratings issued by credit rating agencies.

• Citibank N.A. (Citibank NA) is the Guarantor of Citibank España’s obligations as Servicer and Provider of the Reinvestment Account.

Registered address: 701 East 60th Street North, Sioux Falls, South Dakota (USA).

NAICS Code (North American Industry Classification System): 522110

Citibank NA is a credit entity incorporated in the USA on 16 June 1812 and is registered under the 1864 National Bank Act.


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Citibank NA is subject to regulation and supervision from the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Federal Reserve Board (FRB) of the United States of America.

Citibank NA’s ratings are:

SERIES FITCH Ratings, LtdMoody´s Investor

Services, Inc

Standard & Poor's

Financial Services

LLC

DBRS Ratings Limited

Long term A A3 A A (H)

Short term F-1 P-2 A-1 R-1 (M)

Outlook Stable Negative Negative Stable

Rating dates 15/12/2011 16/10/2012 29/11/2011 19/7/2010

• CLIFFORD CHANCE, S.L. (Clifford Chance) has provided the legal advice for the operation.

Registered address: Paseo de la Castellana 110, 28046 Madrid (Spain).

VATIN: ESB80603319

• DBRS Ratings Limited, (DBRS) acts as Credit Rating Agency for the Bonds.

Registered address: 1 Minster Court Mincing Lane, London EC3R 7AA, United Kingdom.

This Credit Rating Agency is registered at the European Security and Markets Authority (ESMA) since 31 October 2011 in accordance with Regulation (EC) 1060/2009.

• FITCH RATINGS ESPAÑA, S.A.U. (Fitch) acts as Credit Rating Agency for the Bonds.

Registered address: Paseo de Gracia 85, 08008 Barcelona (Spain).

VATIN: ESA58090655

This Credit Rating Agency is registered at the European Security and Markets Authority (ESMA) since 31 October 2011 in accordance with Regulation (EC) 1060/2009.

Fitch and DBRS are jointly referred to as the Credit Rating Agencies.

• KPMG S.L. (KPMG) is the auditor of the Fondo. It has also audited the attributes. KPMG is registered in the ROAC with number S0702.

Registered address: Paseo de la Castellana 95, Madrid (Spain).

VATIN: ESB78510153

6 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES.

In accordance with Real Decreto 926/1998, the servicing and legal representation of the Fondo will be carried out by the Sociedad Gestora, and also in accordance with Ley 19/1992, for aspects not covered by Real Decreto 926/1998 and when applicable, plus any other applicable legislation and the terms included in the Deed of Incorporation.


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6.1 Incorporation and inscription in the Registro Mercantil (Companies House).

InterMoney Titulización, S.G.F.T., S.A. was incorporated through a public deed executed on 16 October 2003, in the presence of the Madrid Notary Public Antonio Huerta Trolez, protocol number 2572, and with prior authorisation from the Ministerio de Economía y Hacienda obtained on 6 October 2003. It is registered in the Registro Mercantil de Madrid (Companies House) in Volume 19277, Book 0, Sheet 127, Section 8, Page M-337707, inscription 1, on 21 October 2003, and in the Registro Especial de Sociedades Gestoras de Fondos de Titulización (Special Register for Management Companies for Fondos de Titulización) at the CNMV with number 10.

The Sociedad Gestora has perpetual existence, with the exception of the occurrence of any of the causes for dissolution established by legal and statutory regulations.

6.2 Auditing.

The annual accounts of InterMoney Titulización for the years ending on December 31 2009, 2010 and 2011 have been audited by Price Waterhouse Coopers S.L., with its registered address in Madrid and registered in the ROAC (Official Register for Account Auditors) with number S0242.

The audit reports for the annual accounts for the years 2009, 2010 and 2011 do not present exceptions.

6.3 Corporate purpose.

In accordance with legal requirements, Art.2 of its Statutes states that: “the Company has the sole purpose of incorporating, servicing and legally representing both Fondos de Titulización de Activos and Fondos de Titulización Hipotecaria”. Furthermore, and in accordance with current applicable legislation, it will be responsible, as manager of third party business, for the representation and defence of the interests of the holders of the securities issued by the Fondos it services and of all the other ordinary creditors of the Fondo, in accordance with Art.12 of Real Decreto 926/1998.

Main activity:

InterMoney Titulización, on 30 September 2012, services the following funds:

FONDO DE TITULIZACIÓN Incorporation

Initial Bond Issue Balance of Bond Issue

30/09/2012 (Euros) (Euros)

Total Hipotecaria (FTH) 2,000,000,000.00 626,363,951.80IM Pastor 3, FTH 09/06/2005 1,000,000,000.00 354,249,323.00IM Pastor 2, FTH 23/06/2004 1,000,000,000.00 272,114,628.80Total Activos (FTA) 84,994,035,000.00 42,215,553,889.06IM Cajamar Empresas 4, FTA 21/02/2012 1,144,500,000.00 1,008,547,932.00IM BES Empresas 1, FTA 16/11/2011 485,000,000.00 402,259,460.75IM BP FTPYME 3, FTA 28/10/2011 1,300,000,000.00 985,428,447.50IM FTPYME Sabadell 9, FTA 27/10/2011 1,500,000,000.00 1,263,203,647.50IM UNNIM RMBS 1, FTA 29/07/2011 820,000,000.00 776,787,312.00IM Grupo Banco Popular Leasing 2, FTA 17/06/2011 1,500,000,000.00 1,500,000,000.00

IM Caja Laboral Empresas 1, FTA 18/05/2011 294,500,000.00 210,902,729.35Cédulas Grupo Banco Popular 5, FTA 27/04/2011 2,350,000,000.00 2,350,000,000.00IM GBP Empresas 4, FTA 31/03/2011 2,500,000,000.00 1,286,721,812.50IM Cédulas 15, FTA 17/12/2010 1,600,000,000.00 800,000,000.00IM Cajastur MBS 1, FTA 22/11/2010 615,000,000.00 551,735,786.40


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IM Cédulas 14, FTA 24/03/2010 1,200,000,000.00 1,200,000,000.00IM Banco Popular MBS 2, FTA 10/03/2010 685,000,000.00 583,171,254.40IM BCG RMBS 1, FTA 30/10/2009 400,000,000.00 336,277,828.80IM Sabadell Empresas 5, FTA 17/07/2009 900,000,000.00 249,695,934.00IM Grupo Banco Popular Empresas 3, FTA 30/06/2009 2,250,000,000.00 2,250,000,000.00

IM Bankoa MBS 1, FTA 25/06/2009 530,000,000.00 400,716,125.33IM Empresas Pastor 7, FTA 24/04/2009 520,000,000.00 0.00IM Cajamar Empresas 3, FTA 28/01/2009 870,000,000.00 0.00IM Sabadell Empresas 3, FTA 19/12/2008 1,740,000,000.00 693,541,218.18IM Sabadell RMBS 3, FTA 05/12/2008 1,440,000,000.00 957,444,816.96IM FTGENCAT Sabadell 4, FTA 14/11/2008 500,000,000.00 176,942,691.82IM Banco Popular MBS 1, FTA 12/11/2008 6,000,000,000.00 0.00IM Cajamar Empresas 2 FTPYME, FTA 08/10/2008 400,000,000.00 158,655,279.72

IM Banco Popular FTPYME 2, FTA 26/09/2008 1,000,000,000.00 391,013,461.14IM FTPYME Sabadell 7, FTA 22/09/2008 1,000,000,000.00 355,632,821.50Cédulas GBP 4, FTA 20/06/2008 1,000,000,000.00 0.00IM Sabadell RMBS 2, FTA 18/06/2008 1,400,000,000.00 876,463,259.00IM GBP Financiaciones 1, FTA 03/06/2008 1,100,000,000.00 0.00IM Caja Laboral 2, FTA 23/05/2008 600,000,000.00 487,961,520.48IM Caixa Girona Empresas 1, FTA 23/04/2008 350,000,000.00 0.00IM Terrassa RMBS 1, FTA 22/04/2008 500,000,000.00 0.00IM GBP Leasing 1, FTA 15/02/2008 1,680,000,000.00 0.00IM Cajamar 6, FTA 06/02/2008 2,000,000,000.00 1,435,600,779.30IM GBP Empresas 2, FTA 29/11/2007 2,500,000,000.00 0.00IM FTGENCAT Sabadell 3, FTA 28/11/2007 350,000,000.00 91,508,868.27IM Cédulas 12, FTA 16/11/2007 1,050,000,000.00 0.00IM Cajamar Empresas 1, FTA 14/11/2007 1,080,000,000.00 0.00IM Sabadell Empresas 1, FTA 24/10/2007 1,000,000,000.00 212,007,925.10IM Goya Hipotecario I, FTA 17/10/2007 1,900,000,000.00 0.00IM Cajamar 5, FTA 12/09/2007 1,015,000,000.00 676,530,304.80IM Préstamos Fondos Cédulas, FTA 25/07/2007 351,900,000.00 182,742,298.35IM Grupo Banco Popular FTPYME II, FTA 02/07/2007 2,039,000,000.00 325,066,446.91

White Tower Europe 2007-1, FTA 22/05/2007 107,835,000.00 0.00Cédulas Grupo Banco Popular 3, FTA 23/04/2007 2,000,000,000.00 2,000,000,000.00IM Cédulas 10, FTA 16/02/2007 1,300,000,000.00 1,300,000,000.00IM Caja Laboral 1, FTA 04/12/2006 910,800,000.00 476,700,256.34IM Grupo Banco Popular FTPYME I, FTA 29/11/2006 2,030,000,000.00 448,262,590.00

IM Grupo Banco Popular Empresas 1, FTA 18/09/2006 1,832,400,000.00 327,289,732.92

IM Cajamar 4, FTA 13/09/2006 1,012,000,000.00 578,227,447.75IM Terrassa MBS 1, FTA 19/06/2006 525,000,000.00 226,951,960.68IM FTGENCAT Sabadell 2, FTA 29/06/2006 500,000,000.00 187,959,428.56IM Cédulas 9, FTA 06/06/2006 1,275,000,000.00 1,275,000,000.00IM Pastor 4, FTA 05/06/2006 920,000,000.00 431,178,029.20Cédulas Grupo Banco Popular 2, FTA 07/04/2006 3,000,000,000.00 0.00IM Cédulas 7, FTA 28/03/2006 1,250,000,000.00 1,250,000,000.00


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IM Cajamar 3, FTA 08/03/2006 1,215,600,000.00 582,699,494.70INTERMONEY MASTER CÉDULAS, FTA / IM Cédulas M1 29/11/2005 1,655,000,000.00 1,655,000,000.00

IM Terrassa 1 FTGENCAT, FTA 28/11/2005 320,000,000.00 51,669,333.00IM Ceres 2 Cajamar, FTA 25/11/2005 400,000,000.00 0.00IM Cédulas 5, FTA 10/06/2005 1,250,000,000.00 1,250,000,000.00IM Cédulas 4, FTA 08/03/2005 2,075,000,000.00 2,075,000,000.00IM Banco Popular FTPYME 1, FTA 22/12/2004 2,000,000,000.00 194,851,440.60IM FTPYME Sabadell 3, FTA 18/11/2004 600,000,000.00 68,491,818.06IM Cédulas 3, FTA 16/11/2004 1,060,000,000.00 1,060,000,000.00IM Cajamar 1, FTA 23/07/2004 370,000,000.00 124,712,395.19IM Cédulas 2, FTA 07/06/2004 1,475,000,000.00 1,475,000,000.00IM Ceres 1 Cajamar, FTA 04/06/2004 450,500,000.00 0.00IM Cédulas 1 Grupo Banco Popular, FTA 05/02/2004 2,000,000,000.00 2,000,000,000.00

TOTAL 86,994,035,000.00 42,841,917,840.86

Share capital The share capital of the Sociedad Gestora on the date of registration of this Prospectus is 1,000,000 Euros, entirely disbursed, represented by 100,000 nominative shares with a value of 10 Euros each.

All shares belong to the same class and series and enjoy equal rights.

The Sociedad Gestora’s own resources are the following:

EQUITY 31/12/2009 31/12/2010 31/12/2011 30/09/2012

Share Capital 1,000 1,000 1,000 1,000

Legal Reserve 200 200 200 200 Voluntary Reserve 692.7 712 816.9 957

Reserves adapted to NPGC (New General Accounting Plan, in Spanish) -33.2 -33.2 -33.2 -33.2

Undistributed results 19.0 106.0 340.2 853.7 TOTAL 1,878.50 1,984.80 2,323.90 2,977.50

Data in Thousands of Euros

6.4 Shareholdings in other companies.

There are no shareholdings of the Sociedad Gestora in any other companies.

6.5 Administrative, management and supervision bodies.

The government and management of the Sociedad Gestora have been entrusted to the General Shareholder's Meeting and the Management Board. Their duties and competences are those that correspond to these bodies in accordance to Real Decreto Legislativo 1/2010, passing the new text of the Ley de Sociedades de Capital (Corporations Act) and Real Decreto 926/1998, in respect of its registered purpose.


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Management Board:

José Antonio Trujillo del Valle (Chairman)

Carmen Barrenechea Fernández

Rafael Bunzl Csonka

Beatriz Senís Gilmartín

Iñigo Trincado Boville

Javier de la Parte Rodríguez

Secretary of the Board: Beatriz Senís Gilmartín

The registered address of all the members of the Board is Plaza Pablo Ruiz Picasso 1, 32nd floor, 28020 Madrid.

Jose Antonio Trujillo carries out the senior management of the Sociedad Gestora in his role as Chairman of the company.

6.6 Main activities of the individuals mentioned in section 6.6, carried out outside the Sociedad Gestora if relevant to the Fondo.

Main activities of the individuals mentioned in section 6.6, carried out outside the Sociedad Gestora if relevant to the Fondo:

NAME POSITION IN OTHER COMPANIES

Iñigo Trincado Boville Chief Executive at Corretaje e Información Monetaria y de Divisas, S.A

Rafael Bunzl Csonka Director-General at Corretaje e Información Monetaria y de Divisas, S.A

Javier de la Parte Rodríguez

Director and Director-General at InterMoney Valores, S.V., S.A. President of the Board at Wind to Market, S.A. Director at InterMoney Energía, S.A. Director at Intermoney Valora Consulting, S.A.

Beatríz Senís Gilmartín Risk Department Director at Corretaje e Información Monetaria y de Divisas, S.A

6.7 Creditors of the Sociedad Gestora in more than 10%.

The Sociedad Gestora has not received any loan or credit from any individual or entity representing more than 10% of the liabilities of the Sociedad Gestora.

6.8 Lawsuits of the Sociedad Gestora.

As of the date of the registration of this Prospectus, the Sociedad Gestora is not involved in any bankruptcy situation or in lawsuits and disputes that may affect its financial situation or, in the future, its ability to carry out its duties of management and administration of the Fondo.

7 MAJOR SHAREHOLDERS.


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7.1 Declaration regarding the direct or indirect Ownership of the Sociedad Gestora or whether it is controlled.

InterMoney Titulización, S.G.F.T. is part of Corretaje e Información Monetaria y de Divisas, S.A.

The shares of the Sociedad Gestora are distributed as follows.

Percentage No. Shares

Corretaje e Información Monetaria y de Divisas, S.A. 70% 70,000

Directors and Employees of the Company 30% 30,000

The total amount of shares held by the members of the Board is 20% of the Sociedad Gestora’s share capital.

Corretaje e Información Monetaria y de Divisas, S.A., in order to comply with the rules of conduct of the securities market and in order to contribute to the transparency and efficient operation of the markets, has developed an Internal Code of Conduct that affects all the companies of the group and that was presented to the CNMV on 2 February 2006 and last updated in May 2010.

8 FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSS.

8.1 Declaration regarding the initiation of trading and financial statements of the Issuer prior to the date of the Registration Document.

In accordance with section 4.4.2 of the Registration Document, the Fondo will initiate operations on the Date of Incorporation therefore no financial statement has been made on the date of the Registration Document.

8.2 Historical financial information required when an Issuer has initiated trading and financial statements have been generated.

Not applicable.

8.3 Historical financial information for security issues in excess of 100,000 Euros.

Not applicable.

8.4 Legal and arbitration proceedings.

Not applicable.

8.5 Material adverse changes in the Issuer’s financial situation.

Not applicable.

9 INFORMATION ON THIRD PARTIES, DECLARATIONS OF EXPERTS AND OF INTEREST.


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9.1 Declaration or reports by experts.

No declaration or report from an expert is included.

9.2 Information from third parties.

No declaration or report from an expert is included.

10 REFERENCE DOCUMENTS

If necessary, the following documents or copies of them may be consulted during the period of validity of this Registration Document:

a) The Deed of Incorporation of the Fondo;

b) The certified Board Agreements of the Sociedad Gestora and the Seller;

c) This Prospectus;

d) The audit report on certain characteristics and attributes of a sample of all the Credit Rights selected to be sold to the Fondo;

e) The letters (provisional and final) from the Credit Rating Agencies notifying the ratings assigned to each Series of Bonds;

f) The notary deed of the subscription and disbursement of the Bond issue, once the subscription and issue disbursement takes place;

g) The annual accounts of the Sociedad Gestora and the corresponding audit reports;

h) The current statutes and the deed of incorporation of the Sociedad Gestora; and the agreements to be signed by the Sociedad Gestora in the name and on behalf of the Fondo;

These documents are available in hard copy at the address of the Sociedad Gestora, Plaza Pablo Ruiz Picasso, 32nd floor, Madrid, and those mentioned in a) through f) at the CNMV.

The Prospectus may be consulted in hard copy at the address of the Sociedad Gestora and at the CNMV and also in electronic format at their web sites www.imtitulizacion.com and www.cnmv.es.

Once the Deed of Incorporation has been issued, the Sociedad Gestora will forward an authorised copy to the CNMV. Additionally, the Sociedad Gestora and IBERCLEAR or the participating entity in which it delegates its functions, will hold copies of the Deed of Incorporation available for consultation by the Bond holders and members of the public.


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SECURITIES NOTE (ANNEX XIII OF REGULATION (EC) 809/2004)

1 INDIVIDUALS LIABLE.

1.1 Individuals liable for the information provided in the Securities Note.

José Antonio Trujillo del Valle, acting in the name and on behalf of INTERMONEY TITULIZACIÓN, assumes the responsibility for the contents of the Securities Note and the Additional Building Block.

José Antonio Trujillo del Valle acts as Chairman of INTERMONEY TITULIZACIÓN in virtue of his appointment agreed in the Board Meeting of 16 October 2003, and specifically for the incorporation of the Fondo by the Management Board of the Sociedad Gestora in the meeting held on 10 September 2012.

1.2 Declaration by those responsible for the Securities Note.

José Antonio Trujillo del Valle, representing the Sociedad Gestora, declares that having exercised reasonable due diligence, guarantees that the information contained in this Securities Note and its Additional Building Block is in accordance with the facts and does not omit anything that might affect its contents.

2 RISK FACTORS.

Risk factors linked to the securities are described in section 2 of the previous section “Risk Factors”.

Risk factors linked to the assets are described in section 3 of the previous section “Risk Factors.

3 KEY INFORMATION.

3.1 Interest of the individuals and legal entities taking part in the offer.

The identity of the companies participating in this offer and their direct shareholding or indirect controlling interest is detailed in section 5.2 of the Registration Document. The interest of such companies as participants in the Bond Issue offer is as follows:

• InterMoney Titulización is the Sociedad Gestora of the Fondo.

• Citibank España, CGML and InterMoney Titulización have carried out the financial design and structure of the operation.

• Citibank España acts as (i) Seller of the Credit Rights, (ii) Provider of the Subordinated Loans, (iii) Servicer of the Credit Rights sold to the Fondo, (iv) Provider of the Reinvestment Account and (v) Subscriber of the Bonds of all Series.

• Citibank International acts as Paying Agent and Provider of the Treasury Account.

• Citibank N.A. is the Guarantor of Citibank España as Servicer of the Credit Rights and Provider of the Reinvestment Account.

• CGML is the Director of the Bond Issue, having taken part in the financial design of the Fondo and the Issue and the process to obtain the credit ratings.

• Clifford Chance has provided the legal advice for the operation.

• Fitch and DBRS act as Credit Rating Agencies for the credit debt of the Bonds.

• KPMG is the auditor of the Fondo and the Eligible Portfolio.


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3.2 Description of any interest, including conflicts, which may be important to the issue and details of the individuals involved and nature of such interest.

The Sociedad Gestora is unaware of the existence of any economic link or interest of significance between the participants of the Bond Issue, other than the following, except the strictly professional relationship derived from their participation, as detailed in sections 3.1 and 5.2 of the Registration Document.

Citibank España (Seller and Subscriber), Citibank International (Paying Agent), CGML (Director) and Citibank NA (Guarantor) are part of Citigroup Inc.

4 INFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND LISTED.

4.1 Total value of the securities.

The total amount of the Bond issue will be 1,000,000,000 Euros, represented as 10,000 Bonds of 100,000 Euros of principal value each. The Bonds are grouped in the following Series):

• A Series: 8,000 Bonds, totalling 840,000,000 Euros.

• B Series: 1,600 Bonds, totalling 160,000,000 Euros.

Title or subscription of the Bonds of any Series will not imply title or subscription of the Bonds of the other Series.

The Bonds are issued under cover of Real Decreto 926/1998, and are considered fixed return securities, homogeneous, standardised and, therefore, susceptible of being traded in official securities markets.

Subscription of the Issue

Citibank España will subscribe the entire Bond issue (100% of the Bonds) and will not perceive any commission for doing so. The price of subscription of all Bonds Series is 100%.

4.2 Description of the type and class of securities.

The Bonds will be legally defined as listed and tradable fixed-income securities with an explicit return, and are subject to the Securities Market Act and other legislation that may develop it.

4.3 Legislation governing the issue.

The Fondo IM CITI TARJETAS 1, Fondo de Titulización de Activos is regulated in accordance with (i) this Prospectus, drafted in accordance with Real Decreto 1310/2005 and Regulation (EC) 809/2004 and Commission Delegated Regulation (EU) 486/2012, (ii) the Deed of Incorporation of the Fondo, (iii) Real Decreto 926/1998, (iv) Ley 19/1992 for aspects not covered by Real Decreto 926/1998, and when applicable, (v) Fifth Additional Disposition of Ley 3/1994, (vi) the Securities Market Act, in its current wording in relation to supervision, inspection and sanctions, and (vii) any other current laws and regulations that may be applicable at any given time.

This Securities Note follows the templates established by Regulation (EC) 809/2004, which relates to the application of the European Parliament’s Directive 2003/71/CE.

Any dispute related to the Fondo or the Bonds that may arise during its operation or liquidation, either between the Bondholders or the Bondholders and the Sociedad Gestora will be subject to the Courts and Tribunals of Madrid, waiving any other jurisdiction that may apply.


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4.4 Ownership and description of the securities registration.

Bonds will be exclusively represented as nominative book entries, in accordance with Real Decreto 926/1998, and will be constituted as such following their registration in the corresponding accounting register. The corresponding Deed of Incorporation will follow Art.6 of the Securities Market Act, in accordance with Art.5.9 of Ley 19/1992.

The entity in charge of the accounting registry of the Bonds shall be the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), registered in Madrid, at Plaza de la Lealtad 1, or the entity which replaces it in the future, appointed in the Deed of Incorporation following Art.45 of Real Decreto 116/1992.

Bondholders will be identified as such (on their behalf or on behalf of third parties) when entered into the accounting ledger kept by IBERCLEAR..

4.5 Currency of the Issue.

The Bonds of all Series shall be issued in Euros.

4.6 Ranking and subordination of the securities .

4.6.1 Bond Interest Waterfall.

Payment of interest accrued by the A Series of Bonds is ranked (ii) in the Interest Waterfall in accordance with section 3.4.6.3 of the Additional Building Block. It also occupies rank (iii) in the Liquidation Waterfall of the Fondo detailed in section 3.4.6.5.

Payment of interest accrued by the B Series of Bonds is ranked (iv) in the Interest Waterfall in accordance with section 3.4.6.3 of the Additional Building Block. It also occupies rank (v) in the Liquidation Waterfall of the Fondo detailed in section 3.4.6.5.

4.6.2 Bond Principal Waterfall.

Payment of interest accrued by the A Series of Bonds is ranked (iii) in the Interest Waterfall in accordance with section 3.4.6.4 of the Additional Building Block. It also occupies rank (iv) in the Liquidation Waterfall of the Fondo detailed in section 3.4.6.5.

Payment of interest accrued by the B Series of Bonds is ranked (iii) in the Interest Waterfall in accordance with section 3.4.6.4 of the Additional Building Block. It also occupies rank (vi) in the Liquidation Waterfall of the Fondo detailed in section 3.4.6.5.

4.7 Description of the rights linked to the securities .

In accordance with current legislation, the Bonds covered by this Securities Note include no political rights over the Fondo IM CITI TARJETAS 1, FTA, for the investor purchasing them, at present or in the future.

Economic and financial rights for the investor that are linked to the purchase and title of Bonds will derive from the conditions of interest rate, return and amortisation conditions with which they are issued and which are covered in sections 4.8 and 4.9 of the Securities Note.

In the event of the default of any amount owed to the Bondholders, they will not hold any right to claim against the Sociedad Gestora except when it is in breach of its obligations derived from the Deed of Incorporation and this Prospectus. The Sociedad Gestora is the only legal representative of the Fondo vis-à-vis third parties and in any legal procedure, in accordance with current legislation.


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The Seller’s obligations and those of the entities that take part in the operation are limited to those included in the agreements related to the Fondo, the most relevant of which are described in this Prospectus and the Deed of Incorporation.

Any claim related to the Fondo or the Bonds arising during its life or during its liquidation, between the Bondholders or between them and the Sociedad Gestora, will be subject to Spanish Law and the Courts and Tribunals of the city of Madrid, waiving any other court that may be applicable.

4.8 Interest rate for the Bonds and interest payment arrangements.

All the Bonds issued will accrue, from the Closing Date, until their full amortisation, an annual fixed principal interest rate (hereon, Principal Interest Rate). Interests will be paid monthly on each Payment Date and calculated from the Outstanding Principal Balance of the Bonds on the immediately prior Payment Date, in accordance with the Waterfall that is applicable at any given time.

4.8.1 Interest Accrual.

In relation to the accrual of interest of all Series, the Bond Issue will be divided in Interest Accrual Periods equal to the term elapsed between two Payment Dates (including the first and excluding the last).

The First Interest Accrual Period will begin on the Closing Date (including this date) and will end on the first Payment Date, 22 January 2013, (excluded) (or if this day is not a Business Day, the following Business Day).

4.8.2 Interest Rate.

The Interest Rate accrued by each Series of Bonds during each Interest Accrual Period shall be:

• 3.00% for the A Bonds.

• 4.00% for the B Bonds.

4.8.3 Formula to calculate the interest of the Bonds .

The Sociedad Gestora shall calculate the interest accrued by the Bonds during each Interest Accrual Period through the following formula:

where:

N = Outstanding Principal Balance of the corresponding Bond Series at the beginning of the Interest Accrual Period.

I = Total amount of interest accrued by the Bonds during the Interest Accrual Period.

r = Interest rate of the corresponding Bond Series on an annual basis

n = Number of days of the Interest Accrual Period.

ACT= Real number of days in the year

4.8.4 Dates, place, institutions and procedure for the payment of coupons

In accordance with section 4.9 of the Securities Note, Bond interest and principal of any Series, when applicable, will be cleared and paid at the end of each month on each Payment Date until

ACT **

n r N I =


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their full maturity, that is on the 22nd of each month, or the immediately following Business Day if such days are not Business Days.

The first Payment Date of interest of the Bonds shall be 22 January 2013 (or the immediately following Business Day if such is not a Business Day).

In relation to this Bond Issue, Business Days are those that are not:

- a holiday in the city of Madrid;

- a holiday in accordance with the TARGET2 calendar (Trans European Automated Real-Time Gross Settlement Express Transfer System), in the understanding that, in accordance with the technical application of the Bank of Spain’s General Directorate for Transactions, Markets and Payment Systems, TARGET2 operates every day except Saturdays, Sundays, New Year’s Day, Good Friday and Easter Monday (in accordance with the calendar applicable at the headquarters of the ECB), May Day, Christmas Day and Boxing Day.

If on a Payment Date, and despite the mechanisms established to protect the rights of the Bondholders, the Available Resources are insufficient to meet the payment obligations of the Bonds, the amount available to pay interest will be distributed in accordance with the Interest Waterfall and the Liquidation Waterfall established in sections 3.4.6.3 and 3.4.6.5 of the Additional Building Block and, if the Available Resources are only sufficient to partially fulfil the payments with the same ranking, independently and for each one, the amount will be distributed among the affected Bonds in proportion to their Outstanding Principal Balance. The amounts that remain outstanding shall be paid on the following Payment Date possible without accruing additional or penalty interest. Amounts due to the Bondholders will be paid on the following Payment Date (if there are sufficient Available Resources to do so) immediately before the payment of same Series Bonds that corresponds for that period, in accordance with section 3.4.6 of the Additional Building Block.

Existing withholdings, payments on account or taxes levied or to be levied in the future, in relation to capital, interest or yield of these Bonds, shall be borne exclusively by the Bondholders and the amount will be deducted, when necessary, by the appropriate institution in the legally established procedure.

Payment will be made through the Paying Agent, which will use IBERCLEAR and its participating institutions (where the Bonds are registered) to distribute the amounts to the Bondholders in accordance with their established procedures. Payment of interest and amortisation will be notified to the Bondholders in the situations and with the notice established for each situation described in 4.1 of the Additional Building Block.

4.9 Maturity and amortisation date of the securities.

4.9.1 Redemption Price.

The redemption price will be 100,000 Euros, equal to its nominal value, free of expenses and taxes for the Bondholder and to be paid progressively on each Payment Date as is established in the following sections.

Each and every Bond of the same Series will be amortised in the same amount through the reduction of their principal.

4.9.2 Maturity of the Bonds.

The final amortisation of the Bonds will take place on the Date in which they are fully amortised or on the Final Date of the Fondo regardless of whether the Sociedad Gestora, in accordance with section 4.4.3 of the Registration Document, proceeds to amortise the Bonds prior to the Final Date of the Fondo.


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4.9.3 Amortisation of the Bonds.

The amortisation of the Bonds will take place on each Payment Date following the end of the Accumulation Period.

The Accumulation Period is the period between the Date of Incorporation and the Date of the Start of the Amortisation. The Accumulation Period has a duration of three years from the first Payment Date of the Fondo (January 2013). Thus, the Date of the Start of the Amortisation will be 22 January 2016.

Nevertheless, the Accumulation Period will end prior to 22 January 2016 in the following situations:

• Bankruptcy of the Seller.

• The enactment or passing of any regulation or tax that prevents or makes more onerous for the Sellers to sell Additional Assets or that the Seller ceases to be an entity registered in Spain for taxation purposes.

• The event of any situation that forces the replacement of the Servicer under the terms described in section 3.7.2.4 of the Additional Building Block.

• Breach of the declarations issued by the Seller in the Prospectus and the Deed of Incorporation of the Fondo, except when such breach is related to the declarations of the Credit Rights and Credit Cards, and the sale of the asset in question (vicio oculto) is resolved and its Outstanding Balance is paid by the Seller in cash, in accordance with section 2.2.9 (Replacement of securitised assets) of the Additional Building Block.

• That the Outstanding Acquisition Reserve exceeds 30% of the Initial Aggregated Outstanding Balance, that is, 300,000,000 Euros.

• That on a Payment Date the Aggregate Outstanding Balance of the Credit Cards exceeds 1,650,000,000 Euros. (This amount has been calculated assuming aggregate additional withdrawals for approximately 50% of the Open-to-buy of the Eligible Portfolio with no OCLs.

• That the Fondo generates an “Excess Spread” lower than 3% during three consecutive Payment Dates.

For any Payment Date, Excess Spread is the annual ratio resulting from dividing:

o The Interest Available Resources of each period minus (i) the amount of Defaulted Credit Rights adjusted in relation to the proportion between the Deferred Purchase Price and the Outstanding Principal Balance of the Bonds, (ii) the standard and extraordinary expenses and taxes of the Fondo during the period and (iii) A and B Bond interest during such period.

by:

o The Aggregate Outstanding Balance of the Credit Cards adjusted in relation to the proportion between the Deferred Purchase Price and the Outstanding Principal Balance of the Bonds.

Conceptually, Excess Interest Spread is the excess of interest collected once all expenses and interest have been paid and once the corresponding Default hedging has been arranged, calculated in terms of the Aggregate Outstanding Balance of the Credit Cards.

The first Payment Date that follows any of the above situations will not be part of the Accumulation Period and will be the Date of the Start of the Amortisation. In the event that the Accumulation


27


Period is completed, the first Amortisation Date or Date of the Start of the Amortisation will be 22 January 2016.

The Bonds will be amortised in accordance with this section and subject to the Waterfall and Liquidation Waterfall described in sections 3.4.6.4 and 3.4.6.5 of the Additional Building Block. The amortisation of Series B will not begin until the Payment Date in which the A Series has been fully amortised.

The Outstanding Principal Balance of the Bonds of a specific Series on a Payment Date is the sum of the balance pending amortisation prior to the amortisation of all Bonds of the corresponding Series taking place on that Payment Date.

By aggregation, the Outstanding Principal Balance of the Bonds shall be the sum of the Outstanding Principal Balance of each Bond Series comprising the Bond Issue.

Defaulted Credit Rights are those that (a) are in arrears for a period equal or exceeding 180 days for amounts due; or (b) are classified as defaulted by the Servicer or the Sociedad Gestora because there is reasonable doubt that they will be repaid in full; or (c) the Debtor has been declared insolvent.

Amortisation Amount.

Once the Amortisation Period has begun, the Amount Available for Amortisation will be applied to the amortisation of the Bonds in accordance with the rules set out in this section and in accordance with the applicable Waterfall.

The Amount Available for Amortisation shall be equal to the lesser of:

(i) The Available Resources of Principal once the items in section (i) of the Principal Waterfall are paid, detailed in section 3.4.6.4 of the Additional Building Block; and

(ii) The Theoretical Amount for Amortisation.

The Theoretical Amount for Amortisation for each Payment Date is defined as the difference between the Aggregate Outstanding Balance of the Credit Cards that are not defaulted at the closing of the Collection Period that precedes the previous Payment Date and the Net Aggregate Outstanding Balance of the Credit Cards that are not defaulted at the closing of the Collection Period prior to the corresponding Payment Date. Conceptually, the Theoretical Amount is the amount the Non Defaulted Credit Card Debtors have paid as principal during a specific collection period.

The Net Outstanding Balance at the closure of the Collection Period will be equal to the Outstanding Balance on such date minus the withdrawals made by the Debtor during the billing period that ends on such date.

The Outstanding Balance of a credit card is defined as the balance owed at any given time from the line of credit linked to such credit card and that, therefore, remains to be paid by the Debtor. On a specific date, the Outstanding Balance is the result of the sum of (i) the Outstanding Balance of such Card at the closing of the immediately prior liquidation period, plus (ii) the sum of the withdrawals made since the closing of such billable period, minus (iii) payments and charges taking place since the last bill.

To clarify, the Aggregate Outstanding Balance is understood as the sum of the Outstanding Balance of each Credit Card and the Net Aggregate Outstanding Balance is understood as the sum of the Net Outstanding Balances of each one of the Credit Cards.

4.10 Indication of the return.

The average life, yield, duration and final maturity of each Series of Bonds depend on several factors, some of which are:


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• The flexible type of amortisation of each Credit Card from which arise the Credit Rights sold to the Fondo, in accordance with their agreements.

• The Debtors capacity to freely amortise in advance in part or in full, the outstanding balances from the Credit Cards from which the Credit Rights originate and the speed of such aggregated prepayments during the life of the Fondo. This Payment Rate has been estimated in this Prospectus in order to make the calculations included in the Securities Note.

• The Debtors’ arrears in the payment of the Outstanding Balances of the Credit Cards from which the Credit Rights originate.

• The Principal Interest Rate of the Bonds: in relation to those defined in section 4.9.6 of the Securities Note. Specifically, a fixed rate of 3.00% for the A Series and a fixed rate of 4.00% for Series B.

• The Date of Liquidation that will take place when 90% of the Bonds are amortised, in accordance with section 4.4.3 of the Registration Document.

In order to calculate the following tables, the following assumptions have been made:

• Reference interest rate for the Credit Rights: 20.96%, the weighted average rate of the entire Eligible Portfolio, the result of the interest rate applied in the last liquidation period in accordance with each Credit Card Agreement. This rate is kept constant throughout the life of the operation.

• 3 annual constant Payment Rates (15, 18 and 20%) during the life of the Fondo, coherent with those observed by the Seller in the credit cards it services.

• Arrears Rate (defaults above 90 days): an annual 9.42%, that corresponds to the last arrears rate of the Seller published on 30 September 2012 and coherent with the one observed in relation with Credit Card transactions from which the Credit Rights arise.

• Charge-offs: an annual 6% from the first year. No recovery of defaulted amounts is taken into consideration in these calculations.

• Closing Date of the Bonds: 30 November 2012.

• All these assumption are based on the historical behaviour of Credit Cards issued by the Seller and which share similar characteristics with those from which the Credit Rights sold to the Fondo arise.

• Existence of Reserves in the terms described in sections 3.4.2.2 and 3.4.2.3 of the Additional Building Block.

• Rules of amortisation of the Subordinated Loans.

• Rules established for the Deferred Purchase Price in relation to the credit card withdrawals and the evolution of the Aggregate Outstanding Balance during the entire life of the Fondo.

• Start of the Amortisation Period: 22 January 2016.

• Evolution of the Aggregate Outstanding Balance from the characteristics of the Eligible Portfolio and which corresponds with the best provision made by the Seller. To estimate this evolution, some of the following elements have been considered: seniority of the cards, usual maturity of these products, Debtor profiles, payment ratios, withdrawal limits, historical Debtor behaviour, etc.


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4.10.1 Average life, yield, duration and estimated final maturity of the Bonds.

The information included in the following tables is presented for illustrative purposes only. The data have been elaborated under the above assumptions of interest rate, defaults and Payment Rates of the described Credit Cards from which the Credit Rights sold to the Fondo originate, and that, in reality, are subject to change, and as a consequence, may not take place. Assuming that the Liquidation of the Fondo and the Early Liquidation of the Bond Issue detailed in section 4.4.3 of the Registration Document will take place when 90% of the Initial Balance of the Bonds is amortised, the average life, yield for the Bond subscriber, duration and final maturity of the Bonds (for different Payment Rate scenarios), would be the following. The date of the assumed the liquidation (under the same hypotheses) of the Fondo is also included:

* The renewable nature of the asset and the variation of its balance during the life of the Fondo render the calculation of a Default Rate associated to its initial balance as not representative.

4.10.2 Tables with the assumed Bond principal and interest payments.

The information included in the following tables is presented for illustrative purposes only and it does not represent the Fondo’s specific payment obligations to third parties on the dates or periods to which they correspond. The data have been elaborated under assumptions of interest rate, default rates and Credit Right Payment Rates previously explained and that are subject to constant change, and as a consequence, investors interested in the Fondo’s expected calendar of payments should request the information from the institutions authorised to distribute it, the Sociedad Gestora and the CNMV.

As has been indicated in 4.10 above, in order to produce these tables 3 payment ratios (15%, 18% y 20%) constant during the life of the Fondo. The choice of these payment ratios is the result of their coherence with those observed by the Seller from other Credit Rights similar to those in the Eligible Portfolio.

IM CITI TARJETAS 1 FTA Scenario 15% 18% 20%

Series A Average life (years) 3.29 3.24 3.22 IRR 3.04% 3.04% 3.04% Duration 3.13 3.09 3.07 Series B Average life (years) 3.58 3.49 3.44 IRR 4.07% 4.07% 4.07% Duration 3.33 3.26 3.21 Date of the Liquidation of the Fondo 22/07/2016 22/06/2016 22/05/2016

Accumulated Default Rate* NA NA NA


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31



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FLOW PER BOND WITH NO WITHHOLDING FOR THE HOLDER, PAYMENT RATE=20% (in Euros)

A Series B Series Fecha de Pago Amort. Gross Total Amort. Gross Total Principal Interest Flow Principal Interest Flow

30/11/2012 22/01/2013 0,00 434,43 434,43 0,00 579,23 579,2322/02/2013 0,00 254,79 254,79 0,00 339,73 339,7322/03/2013 0,00 230,14 230,14 0,00 306,85 306,8522/04/2013 0,00 254,79 254,79 0,00 339,73 339,7322/05/2013 0,00 246,58 246,58 0,00 328,77 328,7722/06/2013 0,00 254,79 254,79 0,00 339,73 339,7322/07/2013 0,00 246,58 246,58 0,00 328,77 328,7722/08/2013 0,00 254,79 254,79 0,00 339,73 339,7322/09/2013 0,00 254,79 254,79 0,00 339,73 339,7322/10/2013 0,00 246,58 246,58 0,00 328,77 328,7722/11/2013 0,00 254,79 254,79 0,00 339,73 339,7322/12/2013 0,00 246,58 246,58 0,00 328,77 328,7722/01/2014 0,00 254,79 254,79 0,00 339,73 339,7322/02/2014 0,00 254,79 254,79 0,00 339,73 339,7322/03/2014 0,00 230,14 230,14 0,00 306,85 306,8522/04/2014 0,00 254,79 254,79 0,00 339,73 339,7322/05/2014 0,00 246,58 246,58 0,00 328,77 328,7722/06/2014 0,00 254,79 254,79 0,00 339,73 339,7322/07/2014 0,00 246,58 246,58 0,00 328,77 328,7722/08/2014 0,00 254,79 254,79 0,00 339,73 339,7322/09/2014 0,00 254,79 254,79 0,00 339,73 339,7322/10/2014 0,00 246,58 246,58 0,00 328,77 328,7722/11/2014 0,00 254,79 254,79 0,00 339,73 339,7322/12/2014 0,00 246,58 246,58 0,00 328,77 328,7722/01/2015 0,00 254,79 254,79 0,00 339,73 339,7322/02/2015 0,00 254,79 254,79 0,00 339,73 339,7322/03/2015 0,00 230,14 230,14 0,00 306,85 306,8522/04/2015 0,00 254,79 254,79 0,00 339,73 339,7322/05/2015 0,00 246,58 246,58 0,00 328,77 328,7722/06/2015 0,00 254,79 254,79 0,00 339,73 339,7322/07/2015 0,00 246,58 246,58 0,00 328,77 328,7722/08/2015 0,00 254,79 254,79 0,00 339,73 339,7322/09/2015 0,00 254,79 254,79 0,00 339,73 339,7322/10/2015 0,00 246,58 246,58 0,00 328,77 328,7722/11/2015 0,00 254,79 254,79 0,00 339,73 339,7322/12/2015 0,00 246,58 246,58 0,00 328,77 328,7722/01/2016 23.446,72 254,79 23.701,51 0,00 339,73 339,7322/02/2016 23.087,01 194,52 23.281,53 0,00 338,80 338,8022/03/2016 22.744,41 127,09 22.871,51 0,00 316,94 316,9422/04/2016 22.382,18 78,06 22.460,25 0,00 338,80 338,8022/05/2016 8.339,67 20,51 8.360,18 100.000,00 338,80 100.338,80

100.000,00 9.854,61 109.854,61 100.000,00 13.912,57 113.912,57


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4.10.3 Estimated table for the Deferred Purchase Price.

The following is the expected evolution of the Deferred Purchase Price during the life of the Fondo, taking into account the hypothesis detailed in section 4.10.1 above.

Deferred Price Estimated Balance

Bond Balance (A+B)

Credit Card Outstanding

Balance

% Deferred Amount Balance / Credit Card

Balance Payment Date PR 15 PR 18 PR 20 PR 15 PR 18 PR 20

% Live

Balance % Live

Balance % Live

Balance 30/11/2012 1.000.000.000 22/01/2013 100,00% 100,00% 100,00% 1.007.041.943 0,70% 0,70% 0,70% 22/02/2013 100,00% 100,00% 100,00% 1.014.083.886 1,39% 1,39% 1,39% 22/03/2013 100,00% 100,00% 100,00% 1.032.361.501 3,13% 3,13% 3,13% 22/04/2013 100,00% 100,00% 100,00% 1.049.364.140 4,70% 4,70% 4,70% 22/05/2013 100,00% 100,00% 100,00% 1.071.919.256 6,71% 6,71% 6,71% 22/06/2013 100,00% 100,00% 100,00% 1.071.561.291 6,68% 6,68% 6,68% 22/07/2013 100,00% 100,00% 100,00% 1.057.002.904 5,39% 5,39% 5,39% 22/08/2013 100,00% 100,00% 100,00% 1.065.716.349 6,17% 6,17% 6,17% 22/09/2013 100,00% 100,00% 100,00% 1.072.076.679 6,72% 6,72% 6,72% 22/10/2013 100,00% 100,00% 100,00% 1.085.265.909 7,86% 7,86% 7,86% 22/11/2013 100,00% 100,00% 100,00% 1.099.857.350 9,08% 9,08% 9,08% 22/12/2013 100,00% 100,00% 100,00% 1.106.977.908 9,66% 9,66% 9,66% 22/01/2014 100,00% 100,00% 100,00% 1.108.569.438 9,79% 9,79% 9,79% 22/02/2014 100,00% 100,00% 100,00% 1.085.925.081 7,91% 7,91% 7,91% 22/03/2014 100,00% 100,00% 100,00% 1.069.291.102 6,48% 6,48% 6,48% 22/04/2014 100,00% 100,00% 100,00% 1.055.652.620 5,27% 5,27% 5,27% 22/05/2014 100,00% 100,00% 100,00% 1.062.219.994 5,86% 5,86% 5,86% 22/06/2014 100,00% 100,00% 100,00% 1.054.968.696 5,21% 5,21% 5,21% 22/07/2014 100,00% 100,00% 100,00% 1.037.816.932 3,64% 3,64% 3,64% 22/08/2014 100,00% 100,00% 100,00% 1.037.999.054 3,66% 3,66% 3,66% 22/09/2014 100,00% 100,00% 100,00% 1.036.694.238 3,54% 3,54% 3,54% 22/10/2014 100,00% 100,00% 100,00% 1.043.400.715 4,16% 4,16% 4,16% 22/11/2014 100,00% 100,00% 100,00% 1.053.273.221 5,06% 5,06% 5,06% 22/12/2014 100,00% 100,00% 100,00% 1.059.522.705 5,62% 5,62% 5,62% 22/01/2015 100,00% 100,00% 100,00% 1.065.911.934 6,18% 6,18% 6,18% 22/02/2015 100,00% 100,00% 100,00% 1.057.816.003 5,47% 5,47% 5,47% 22/03/2015 100,00% 100,00% 100,00% 1.051.668.705 4,91% 4,91% 4,91% 22/04/2015 100,00% 100,00% 100,00% 1.046.276.272 4,42% 4,42% 4,42% 22/05/2015 100,00% 100,00% 100,00% 1.053.976.509 5,12% 5,12% 5,12% 22/06/2015 100,00% 100,00% 100,00% 1.047.800.831 4,56% 4,56% 4,56% 22/07/2015 100,00% 100,00% 100,00% 1.031.843.002 3,09% 3,09% 3,09% 22/08/2015 100,00% 100,00% 100,00% 1.029.042.930 2,82% 2,82% 2,82% 22/09/2015 100,00% 100,00% 100,00% 1.025.178.739 2,46% 2,46% 2,46% 22/10/2015 100,00% 100,00% 100,00% 1.029.556.466 2,87% 2,87% 2,87% 22/11/2015 100,00% 100,00% 100,00% 1.037.365.419 3,60% 3,60% 3,60% 22/12/2015 100,00% 100,00% 100,00% 1.041.558.292 3,99% 3,99% 3,99% 22/01/2016 85,31% 82,31% 80,30% 1.046.605.562 18,49% 21,36% 23,27% 22/02/2016 70,84% 64,88% 60,91% 1.036.406.788 31,65% 37,40% 41,23% 22/03/2016 56,58% 47,72% 41,81% 1.028.565.198 44,99% 53,61% 59,35% 22/04/2016 42,55% 30,82% 23,01% 1.021.823.883 58,36% 69,83% 77,49% 22/05/2016 28,74% 14,19% 0,00% 1.028.447.228 72,06% 86,20% 100,00% 22/06/2016 15,14% 0,00% 0,00% 1.021.339.257 85,18% 100,00% 22/07/2016 0,00% 1.004.659.555 100,00%


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4.11 Representation of the holders of the securities.

No Bondholders syndicate will be established for the securities of this Bond Issue.

The Sociedad Gestora will be entitled to manage and legally represent the Fondo as defined by Art.12 of Real Decreto 926/1998, and, therefore to defend the rights of the Bondholders and other regular creditors of the Fondo. As a consequence, it will subordinate its actions to such defence and will comply with the requirements established at any given time.

4.12 Resolutions, authorisations and approvals for the issue of securities.

a) CORPORATE AGREEMENTS

Agreements to incorporate the Fondo and issue the Bonds.

The Board of Directors of INTERMONEY TITULIZACIÓN in its meeting held on 10 September 2012, agreed:

(i) The incorporation of IM CITI TARJETAS 1, FTA in accordance with Real Decreto 926/1998 and Ley 19/1992, for aspects not covered by said Real Decreto, and when applicable, and any other applicable current legal provision.

(ii) The grouping in the Fondo of the Credit Rights derived from Credit Cards issued to the Debtors by Citibank España.

(iii) The issue of the Bonds with charge to the Fondo.

Agreement to sell the Credit Rights:

The Board of Directors of Citibank España in its meeting held on 18 October 2012, agreed to authorise the sale of the Credit Rights.

b) CNMV REGISTRATION:

Prior to the incorporation of the Fondo and the Bond issue this Prospectus and any other supportive documents must be registered in the Official Registers of the CNMV, in accordance with Art.5.1.e of Real Decreto 926/1998.

This Prospectus has been registered in the Official Registers of the CNMV on 22 November 2012.

c) GRANTING OF THE PUBLIC DEED INCORPORATING THE FONDO:

Following registration at the CNMV of this Prospectus, the Sociedad Gestora and Citibank España, as Seller of the Credit Rights, will proceed to grant the public Deed of Incorporation of IM CITI TARJETAS 1, FONDO DE TITULIZACIÓN DE ACTIVOS under the terms established in Art.6 of Real Decreto 926/1998. The Deed of Incorporation will be granted prior to the Date of Subscription of the Bonds.

The Sociedad Gestora, on behalf of the Fondo, declares that the contents of the Deed of Incorporation will coincide with the Deed of Incorporation Project forwarded to the CNMV and that, under no circumstance, the terms of the Deed of Incorporation contradict, modify, alter or invalidate the terms of this Prospectus.

The Sociedad Gestora will forward a copy of the Deed of Incorporation to the CNMV to be included in the Official Registers.


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4.13 Date of issue of the securities.

The issue of the securities will take place on the Date of Incorporation through the granting of the Deed of Incorporation, 23 November 2012.

4.13.1 Group of potential investors.

Citibank España will subscribe 100% of the Bonds in order to make available liquid assets that can be used as guarantee of credit operations in the Euro System or sold in the market. As a consequence of this, the conditions of the Bond Issue do not constitute a price estimation for these products in the secondary market or of the valuations that could possibly take place in the Euro System in order to use them as guarantee instruments in its loan operations within the banking system.

This note regarding the value of the Bonds is made in order to inform third parties, specifically investors taking bonds as guarantees, like the European Central Bank for credit operations in the Euro System.

If the Subscriber agrees to sell them, once the issue is registered at the AIAF Market, any investor may purchase the bonds.

4.13.2 Date of Subscription.

The Sociedad Gestora will enter in a Direction and Subscription Agreement for the Bond Issue by which the Subscriber of the Bonds will undertake to subscribe the entire Bond issue.

The Subscription Date will be the second Business Day prior to the Closing Date.

4.13.3 Form and Closing Date.

On the Closing Date, the Subscriber will pay the full issue amount of each Bond into the Treasury Account. Notwithstanding the above, in the event of an agreement between the participants, payment of these amounts may be in net amounts.

The Closing Date is 30 November 2012.

4.13.4 Form and term to deliver the subscription forms to the subscribers.

Ownership of the Bonds will be credited through the corresponding accounting register, as they are represented as book entries.

4.14 Restrictions to the free transmission of securities.

The Bonds may be freely transferred by any legal procedure. Ownership of each Bond will be conveyed through an accounting transfer. Registering the sale in the accounting ledger will have the same effect for the buyer as the delivery of the deeds and will, thereupon, be enforceable before third parties. In this sense, the third party purchasing the bonds from an individual, legally entitled to do so according to accounting registry, will not be subject to claims unless at the time of sale acted in bad faith or with gross negligence according to Art.12 of Real Decreto 116/1992.

5 AGREEMENTS FOR THE ADMISSION TO LISTING AND TRADING.

5.1 Market in which the securities will be traded.

Following Art.2.3.a of Real Decreto 926/1998, the Sociedad Gestora will request, immediately after the Closing Date, the admission to listing of the issue at the AIAF Mercado de Renta Fija, an official


36


secondary market created by the Asociación de Intermediarios de Activos Financieros. The admission must be completed in the 30 days that follow the Closing Date.

The Sociedad Gestora hereby states that it is aware of and will comply with the requisites and conditions necessary to admit, maintain and cancel securities at the AIAF Mercado de Renta Fija in accordance with current legislation and the requisites of its ruling bodies.

If the admission to listing fails to comply with the terms established, the Sociedad Gestora will immediately inform the Bondholders, including the reasons for such failure in the AIAF Bulletin, irrespective of the possible contractual responsibility of the Sociedad Gestora if such failure can be assigned to it.

Further, the Sociedad Gestora will request the admission of the Bonds to IBERCLEAR so that they may be settled and cleared in accordance with the rules of operation for securities admitted to listing in the AIAF Fixed Yield Market and represented as book entries that have been established or that might be approved in the future by IBERCLEAR.

5.2 Paying Agent.

The payment service of the Bond issue will be attended through the Payment Agent. The Sociedad Gestora, in the name of the Fondo, and Citibank International, will sign the agreement that will regulate these functions and that is described in section 3.4.7.1 of the Additional Building Block. The Paying Agent’s data can be found in section 5.2 of the Registration Document.

Interest and amortisation payments will be advertised using channels generally accepted in the market (AIAF Market, IBERCLEAR) and that guarantee the adequate diffusion of the information in time and content.

Notification Dates for the payments to be made by the Fondo on each Payment Date shall be the second Business Day prior to each Payment Date.

6 EXPENSES OF THE OFFER.

The expected initial expenses are:

ISSUE EXPENSES EUROS CNMV fees 52,517.53

AIAF 60,500.00 IBERCLEAR 1,210.00

Credit Rating Agencies 401,720.00

Notary fees, servicing, legal advice, audit, initial commission of the Sociedad Gestora, translation, printing and others. 1,434,052.47

TOTAL INITIAL EXPENSES 1,950,000


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7 ADDITIONAL INFORMATION.

7.1 Declaration regarding the capacity of the advisers mentioned in the Securities Note.

Clifford Chance has provided legal advice on the incorporation of the Fondo and the issue of the Bonds and has revised the declarations regarding the taxation regime of the Fondo that are included in section 4.5.1 of the Registration Document.

7.2 Other information in the Securities Note audited or revised by auditors.

Not applicable.

7.3 Declaration or report attributed to an individual acting as an expert.

KPMG has audited a series of attributes of the Credit Rights in the terms covered in section 2.2 of the Additional Building Block.

7.4 Information from third parties.

As part of its duties to verify the information contained in this Prospectus, the Sociedad Gestora has received confirmation from the Seller of the accuracy of the characteristics of the Seller and the Credit Rights, included in section 2.2.8 of the Additional Building Block, and also regarding the remaining information on the Seller and the Credit Rights included in this Prospectus. The Sociedad Gestora confirms that the information provided by the Seller regarding the Credit Rights has been accurately reproduced and that, to its knowledge and from the information provided by the entity, it can determine that no information has been omitted that might render such information inaccurate or misleading or that this Prospectus omits significant facts or data that may be relevant to the investor.

7.5 Credit Ratings.

The Sociedad Gestora, as legal representative of the Fondo, and Citibank España, as Seller of the Credit Rights, have agreed to request Bond credit ratings for each Series from the Credit Rating Agencies in accordance with Art.5 of Real Decreto 926/1998. On the date of registration of this Prospectus the provisional ratings assigned by the Credit Rating Agencies to the Bonds are:

SERIES FITCH RATINGS ESPAÑA

DBRS RATINGS LIMITED

A Series A (sf) AAA (sf)

B Series No Rating C (sf)

All bonds rated by Fitch have a stable outlook. In the absence of the Credit Rating Agencies’ confirmation of any of the preliminary ratings prior to the beginning of the Subscription Period for the Bonds, the CNMV will be immediately notified, following the procedure established in section 4 of the Additional Building Block. This situation would force the cancellation of the incorporation of the Fondo, the Bond issue and the remaining agreements of the Fondo.


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Consideration on the ratings assigned to the Bonds by the Credit Rating Agencies.

The ratings assigned by Fitch to each Bond Series are an opinion on the due payment of Bond interest and principal during the life of the operation and, in any event, before the Final Date, in accordance with the conditions stipulated in the operation’s documents.

The ratings, according to DBRS’s definitions, constitute an opinion on the payment of interest and principal of the mentioned Bonds prior to or on the Final Date, in accordance with the documentation of the operation. The rating takes into consideration the structure of the Bond Issue, its legal aspects and those of the Fondo issuing them, the characteristics of the selected Credit Cards to be sold to the Fondo and the regularity and continuity of the flows of the operation.

The ratings assigned by the Credit Rating Agencies do not constitute an evaluation of the probability that the Debtors prepay the principal or in what measure such prepayments vary from the initial assumption. The ratings are, under no circumstance, a rating of the actuarial yield level.

The ratings assigned, together with any revision or suspension:

(i) are issued by the Credit Rating Agencies on the basis of the numerous information received and of which they do not guarantee their accuracy or that they are comprehensive, so they can not be held in any way responsible; and

(ii) do not constitute and can not in any way be interpreted as an invitation, recommendation or encouragement for the investors to undertake any transaction in relation to the Bonds and, specifically, to purchase, retain, tax or sell such Bonds.

The final ratings may be revised, suspended or withdrawn at any time, based on any information that may come to the attention of the Credit Rating Agencies. These events, which do not constitute early liquidation events of the Fondo, shall be immediately notified to the CNMV and the Bondholders, in accordance with section 4 of the Additional Building Block.

In carrying out the rating and monitoring process, the Credit Rating Agencies rely on the accuracy and wholeness of the information provided by the Seller, the Sociedad Gestora, the auditors of the Eligible Portfolio and the legal advisors.

Folleto Informativo IM Citi Tarjetas 1, FTA

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ADDITIONAL BUILDING BLOCK TO THE SECURITIES NOTE (ANNEX VII OF THE REGULATION (EC) 809/2004

APRIL 29, 2004)

1 SECURITIES.

1.1 Minimum denomination of the issue.

IM CITI TARJETAS 1, FONDO DE TITULIZACIÓN DE ACTIVOS, represented by InterMoney Titulización will be arranged with the Credit Rights sold by the Seller upon its incorporation, with a principal equal to an amount as close as possible to 1,000,000,000 de euros. In any event, the Maximum Size of the Fondo during its life will not exceed 2,460,000,000 Euros, in terms of Aggregate Outstanding Balance of the Credit Cards. The Maximum Size has been calculated taking into account the Outstanding Balance and the Open-to-buy of the Portfolio on the reference date plus an aggregate OCL level for the entire portfolio of 10%. Additionally, as is established in section 4.9.3 of the Securities Note, in the event that the Aggregate Outstanding Balance exceeds 1,650,000,000 Euros, the Period of Bond Amortisation will begin.

1.2 Confirmation that the information relating to a company or Debtor taking part in the issue has been exactly reproduced.

Not applicable.

2 UNDERLYING ASSETS.

2.1 Confirmation of the capacity of the securitised assets to produce the cash flow to fund the securities.

The Sociedad Gestora confirms that the cash flows (of regular principal and interest) generated by the securitised Credit Rights permit, in accordance with its agreements, the payment of all the amounts due that are derived from the Bonds issued. Nevertheless, in order to cover possible delinquencies of the Debtors of the securitised assets a credit enhancement structure has been established to cover, to different degrees, the amounts paid to the Bonds and that mitigate the interest rate risk of the Assets and the Bonds. Even so, exceptional circumstances may render the credit enhancement instruments insufficient. These operations are described in sections 3.4.2 of the Additional Building Block. Not all Bonds issued share the same risk of default and this is reflected in the credit ratings assigned to the Bonds by the Credit Rating Agencies, detailed in section 7.5 of the Securities Note. In the event of (i) a substantial alteration or permanent damage to the financial equilibrium of the Fondo as a result of an event or extraordinary circumstance unrelated to the operation of the Fondo itself, or (ii) a payment default indicating a serious and permanent unbalance affecting any of the Bonds takes place or is expected to happen, the Sociedad Gestora will proceed to the Liquidation of the Fondo and the Prepayment of the Bond Issue in accordance with the rules of section 4.4.3 of the Registration Document.

The Sociedad Gestora highlights the above as a result of the declarations made by the Seller in respect of the Credit Cards and the Credit Rights originated from them, all the information the


40


Seller has provided on the Credit Cards, their initial audit report and the assessment resulting from the provisional rating assigned to the Bonds by the Credit Rating Agencies.

2.2 Assets backing the issue.

The assets backing the issue are Credit Rights derived from the use (Credit Card Withdrawals) of a group of Credit Cards issued by Citibank España to private individuals (the Debtors). Each Credit Right corresponds with the right to collect, at any given moment, the Outstanding Balance of each Credit Card. On 31 October 2012, the Eligible Portfolio included 595,663 Credit Cards issued by Citibank España to private individuals in accordance with the Entity’s internal criteria, described in section 2.2.7 of the Additional Building Block. On this date, the Credit Cards had an Outstanding Balance of 1,046,582,754 Euros and an Open-to-Buy of 1,188,659,634 Euros. The Aggregate Credit Limit of the Eligible Portfolio on that date was 2,235,242,388.10 euros. All Credit Cards in the Eligible Portfolio have been issued to Debtors that are residents in Spain. In relation to the Fondo, each credit card agreement is linked to a single Debtor, holder of the line of credit granted by the Seller. Nevertheless, a Debtor may have more than one (physical) card assigned to the same line of credit. This means that the Debtor may have authorised other users to have a card linked to the same account although the agreement and the line of credit are unique. At the end of September 2012, Citibank España had 1.1 million cards whose debtors have an average age of 42 and an average salary of 25,376 Euros. The Eligible Portfolio is comprised of Debtors with an average age of 45 and an average salary of 25,235 Euros. Citibank España offers different types of credit cards (Visa Classic, Visa Oro -Gold-, Visa Copse...); these types do not alter the underlying credit conditions or the Debtors. Credit lines associated to the Credit Cards of the Eligible Portfolio share the same contractual conditions. In this sense, changes in the type of card of a Credit Card (for example, upgrade from Visa Classic to Visa Gold) do not alter the contractual conditions of the line of credit from which it is derived. Citibank España has subscribed the Credit Card Agreements, from which the Outstanding Balances sold to the Fondo derive, following the usual procedures for analysis, credit risk evaluation and credit limits described in section 2.2.7 of the Additional Building Block. The Credit Rights are linked to payments made by Debtors and, therefore, are directly affected by the evolution, delays, advances or any other related incident. How Credit Cards work. Credit Cards are lines of credit through which Debtors are entitled to freely use the amounts they consider appropriate up to the credit limit established in the agreement, and are obliged to pay their balance and corresponding interest, periodically. The Debtor’s use of the credit card to make any type of payment or to withdraw cash means a withdrawal from the line of credit granted by Citibank España. Withdrawals are accounted for in monthly billing or liquidation cycles or periods that do not necessarily coincide with the calendar month. The Outstanding Balance of a credit card is defined as the balance that is owed at any given moment from the line of credit linked to such credit card. On a specific date, the Outstanding Balance is the result of the sum of (i) the Outstanding Balance of such Card at the closing of the immediately prior billing period, plus (ii) the sum of the Withdrawals made since the closing of such period, minus (iii) payments and charges made since the last billing period. Credit Limits and OCLs Each Card has a Credit Limit, defined as the maximum amount that the Debtor can withdraw from the card. By aggregation, the Aggregate Credit Limit is the sum of the Credit Limits of all the Credit Cards. The Seller established the approved Credit Limit according to the granting and


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monitoring criteria established. Some of the variables considered to establish the initial Credit Limit are the type of card offered, the originating cannel, the Debtors type of job, the level of income and the internal scoring assigned by the Seller. The initial credit limit of the cards can oscillate between 500 and 6,000 Euros, although recently (August 2012) the maximum initial credit limit has been reduced to 4,500 Euros. The Seller can modify these limits throughout the life of the Credit Card, both upwards and downwards, depending on the behavioural variables of the Debtor, analysed through the different scoring models. In this sense, credit card credit limits are revised periodically. The Seller notifies the Debtor of these systematic revisions by post and applies them in the billing period that follows such notification. Internally, the new credit limit is recorded in the Seller’s databases. When the Debtor requests credit limit increases, specific analysis is required, assessing the new risk profile of the Debtor based on a series of parameters defined by the Seller’s scoring system. Furthermore, the Seller can also reduce the credit limit upon request from the Debtor. The positive difference between the Credit Limit and the Outstanding Balance of each Card is defined as Open-to-Buy of the Card. Nevertheless, when some Credit Cards carry out Withdrawals in excess of the Credit Limit established by the Seller, they could be temporarily OCLs. Currently, the Seller only approves Over Credit Limits to Cards with a minimum seniority of 3 months, a favourable observed Debtor behaviour (that is, a minimum risk scoring of Low or Very Low) and no negative Debtor credit information at any credit institution. When these conditions are met, if there is an OCL, it is automatically approved. The maximum Over Credit Limit must not exceed 20% of the Card’s Credit Limit. Interest and charges Credit Cards accrue regular interest depending on their contractual conditions established in their corresponding agreements. For each billing period, interest is calculated in relation to the Outstanding Balance that exists at the end of each corresponding billing period. 99.01% of the cards accrue an interest rate of 24%. The average interest rate of the Eligible Portfolio is 20.96%, as is included in the tables in this section. Nevertheless, under certain circumstances, uniquely and temporarily and as part of specific marketing campaigns, the Seller may offer reduced interest rate financing for certain purchases during a limited period of time. The applicable interest rate for Over Credit Limit balances and those that are in default will be the one applied to the remainder of the outstanding balance at the time credit moves over the limit or enters in default. Over Credit Limits or default fees are applicable. Credit Cards apply certain charges or fees to different services, like: cash withdrawals charges, delayed payment fees, Over Credit Limit fees, charges for issuing card duplicates, SMS alerts, etc. These charges are included in the Credit Card Agreements signed by each Debtor and Citibank España. Credit Card charges are part of the rights conferred to the Fondo through the sale of the Credit Rights that originate from them under the terms described in section 3.3 of the Additional Building Block. Amortisation of Outstanding Balances Cards have an established minimum monthly amortisation amount for all Debtors (Minimum Amount). The current Minimum Amount applied to each billing period is the sum of (i) 1% of the credit withdrawn; (ii) interest of the corresponding billing period; (iii) minimum payable from the previous billing period if outstanding and (iv) charges and other items that correspond as per agreement. This minimum can never be less than 18 Euros. The Debtors may modify specific monthly amortisation conditions for the Outstanding Balance of each Credit Card. Under the terms and conditions of the Credit Card agreements, each Debtor can choose the amortisation amount of the Outstanding Balance, both in terms of the


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percentage of the debt or fixed amounts, at the closing of the billing period or cycle assuming the minimum amounts established above. To do this, the Seller sends the Debtor an extract of the outstanding bill up to 15 days prior to the charge being credited to the corresponding bank account. During this period, interest accrued but not paid is considered when calculating the amount available for the corresponding card. With this margin of time, the Seller is assured that there are no errors in the amount cleared and offers the Debtor flexibility to establish the most satisfying method of payment for each billing period or cycle. In this sense, the choice is between specific amounts or percentages of the balance withdrawn. The option to change the method of payment is available up to 4 days prior to the date in which the credit card bill will be debited to the bank account. All Credit Card billing periods or cycles are monthly (and not necessarily coincide with calendar months). Tables in section 2.2.2 of the Additional Building Block include monthly amortisation rates (Payment Rates) for the Credit Cards included in the Eligible Portfolio, in accordance with the current instructions issued by the corresponding Debtor. The Payment Rate is the percentage of the Outstanding Balance amortised on a specific liquidation date. As indicated, payment rates are variable as they depend directly on the modifications carried out by the Debtors on the payable amounts. As a consequence, Payment Rates shown in the tables included in this section are merely for information purposes and could change in the future as a result of these modifications. Method of payment Each Credit Card is linked to a current account (Collection Accounts) where Citibank debits each month the charges due from each Card. Collection Accounts are current accounts in the name of the Debtors at different banking entities. Currently, less than 2% of Debtors holds a Collection Account at Citibank. Tables in section 2.2.2 of the Additional Building Block detail the distribution of Collection Account by financial institution. Although all credit cards have a corresponding collection account, Debtors can exceptionally also use other methods of payment like post transfers, cheques, internet transfers, payments at branches of Citibank España. Returns and refunds Credit Card Debtors may return a purchase made with the card (by returning the product purchased or if the good or service purchased was not received), in which case the retailer reimburses the amount of the purchase to Citibank España who then reimburses it to the customer. Returns imply a readjustment of the Outstanding Balance of the Debtor; therefore, the Debtor is automatically entitled to withdraw such amount. Insurance Credit Cards have the option to arrange a payment protection insurance policy in the event of death, temporary or permanent incapacity, unemployment or hospitalisation. These insurance policies are completely voluntary on the part of the customer and are based on a monthly quota that insures the Outstanding Balance of the corresponding month. As described in section 2.2.10 of the Additional Building Block, insurance policies are arranged with ALICO and the Outstanding Balance of the Credit Cards insured at the end of September 2012 was 333,356,338 Euros. Cards Actual Credit Cards are issued in accordance with current market standards. Each card is issued with period of validity of 36 months. Once the card has expired, if the associated line of credit again meets all the criteria for renewal, a new card is issued for another 36 months. Communication channels with the Debtors Debtors can notify changes in the Payment Rates and request increases to their limits using different channels of communication: via phone, via the Internet (Citibank online) or at Citibank España's branches. For any of these methods accreditation is necessary and any modification


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is registered in the Seller's systems. In relation to changes to limits, current Citibank España criteria are applicable in respect of authorisation or modification. Guarantees The approval and issue of the Credit Cards does not establish any other guarantee except the personal guarantee of each Debtor. Sale to the Fondo As detailed in section 3.3 of the Additional Building Block in relation to the conditions for the sale of the Credit Rights to the Fondo, the Credit Rights that represent the Aggregate Outstanding Balance of the Credit Cards will be sold to the Fondo. On the Date of Incorporation, the Aggregate Outstanding Balance of the Credit Cards on that date will be sold to the Fondo (Initial Aggregate Outstanding Balance). On each one of the Business Days falling between the Date of Incorporation and the Date of the Liquidation of the Fondo (Purchase Date), the Fondo will purchase Additional Withdrawals made by the Debtors, as defined in section 3.3.1 of the Additional Building Block. Credit Card audit report KPMG audited the Credit Rights on 31 October 2012, in compliance with Art.5 of Real Decreto 926/1998. This report has been carried out using sampling techniques, a method generally accepted to verify an entity’s registries in relation to a group of entries (population), and allowing for a conclusion of said population through the analysis of the number of entries (sample) bellow the number of entries of the population. The level of confidence indicates the possibility that the real number of entries with deviations in respect of the existing trend in a real population does not exceed a predetermined limit (precision). The size of the sample and the level of confidence chosen, determine that the absence of errors in the sample corresponds to a maximum number of errors inferred for the population, other than zero. Those Credit Rights selected for the audited sample and which present errors in any of the attributed studied in the audit report not be sold to the Fondo on the Date of Incorporation. The Sociedad Gestora declares that all the Credit Rights to be grouped in the Fondo originate from the Credit Cards included in the audited Eligible Portfolio mentioned in this section. The results of the audit are included in a report carried out by KPMG that is available for consultation as established in section 10 of the Registration Document. Detailed information on KPMG can be found in section 5.2 of the Registration Document. Audited attributes in the report:

• Ownership of the Credit Rights • Nature of the Debtor sold • Identification of the sold Debtor • Transmission of the Credit Rights • Ratification of the Credit Card • Outstanding Balance of the Credit Cards • Open-to-buy of the Credit Cards • Credit Limit of the Credit Cards • Relation between Outstanding Balance and Credit Limit • Delays in payment • Interest rate • Minimum Amortisation Amount • Periodicity of payment • Collection account • Guarantees • Withdrawal limits approval


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2.2.1 Legal jurisdiction governing the group of assets to be securitised .

Spanish Law governs the securitised assets.

2.2.2 General characteristics of the Debtors and the economic environment, and global statistical data of the assets to be securitised.

The following tables show the relevant distributions of the Credit Cards:

List of distribution tables

1. Year of issue. 10. Type of Debtor Employment

2. Current Outstanding Balance. 11. Geographical Distribution

3. Current Open-to-Buy. 12. Origination Channel

4. Credit Limit. 13. Payment Method

5. Initial Credit Limit. 14. Direct Debit Entity

6. Interest Rate 15. Debtor Nationality

7. Current Payment Rate 16. Liquidation Frequency

8. Months in default 17. Internal scoring

9. Debtor age

*Note: there is no Debtor concentration table as the debtor with the highest outstanding balance (19,968.27 Euros) represents less than 0.002% of the Aggregate Outstanding Balance.

1. Distribution by Year of Issue.


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2. Distribution by Outstanding Balance.


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3. Distribution by Open-to-Buy.


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4. Distribution by Credit Limit.

5. Distribution by Initial Credit Limit.


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6. Distribution by Interest Rate.

7. Distribution by Payment Rate.


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8. Distribution by Months in Default.

*Defaulted balance is the Minimum Amount that the Debtor has not paid on the corresponding billing date. The Defaulted Balance is part of the Outstanding Balance of the corresponding Credit Cards.

As is mentioned in section 2.2.8 of the Additional Building Block, no Credit Rights derived from Credit Cards whose Debtors accumulate delayed payments in excess of 90 days will be sold to the Fondo.


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9. Distribution by Debtor Age.

10. Distribution by Type of Employment.

11. Geographical Distribution (Debtor’s province of residence).


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12. Distribution by Origination Channel.


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13. Distribution by Method of Payment.

14. Distribution by Bank (for direct debit account collection).

15. Distribution by Nationality (of Debtor).

16. Distribution by Frequency of Liquidation/Billing.


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17. Distribution by Internal Scoring.

2.2.3 Legal nature of the assets.

The Credit Cards and the Credit Rights that derive from them are subject to Spanish Legislation. The main Acts applicable to credit cards are:

• Ley 16/2009, de 13 de noviembre, de Servicios de Pago, the transfer of Directive 2007/64/CE concerning payment services;

• Orden EHA/1608/2010, de 14 de junio, sobre transparencia de las condiciones y requisitos de información aplicables a los servicios de pago;

• Ley 16/2011, de 24 de junio, de contratos de crédito al consumo, the transposition of Directive 2008/48/EC regarding consumer credit agreements;

• Orden EHA/2899/2011, de 28 de octubre, de transparencia y protección del cliente de servicios bancarios; and

• Circular 5/2012, de 27 de junio, del Banco de España, a entidades de crédito y proveedores de servicios de pago, sobre transparencia de los servicios bancarios y responsabilidad en la concesión de préstamos.

The Seller and the Sociedad Gestora, in the name and on behalf of the Fondo, will agree the sale of Credit Rights derived from Credit Cards will be agreed in the Deed of Incorporation.


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2.2.4 Date or dates for the maturity or cancellation of the assets.

Credit Cards are issued for an undefined period of time, regardless of the cancelation of the agreement under the terms described in the Credit Card Agreements and that are summarised below.

Debtors are entitled to cancel their corresponding agreements at any time with a 15-day notice period. Citibank España is equally entitled to cancel with a 2-month notice period. In both cases, the Debtor will not be able to make further withdrawals with the credit card. The cancellation of these assumptions does not affect the obligation to pay the existing debt. Nevertheless, the amortisation of the outstanding balance upon cancellation can be carried out on the basis of the Debtor's payment conditions prior to cancellation.

Citibank España is also entitled to cancel the agreement via notification but without a notice period in the event of the deterioration of the solvency of the Debtor, the breach of its obligations or inactivity of the account. In these cases, the corresponding Debtor will pay the full amount of the debt, except if there is a specific payment calendar approved by Citibank España.

Finally, in the event of Debtor default, Citibank España is entitled to immediately demand the total outstanding amount, including principal, interest, charges, expenses and any other amount due and derived from the corresponding credit card. In any event, Citibank España has the ability to issue bills for amounts smaller than the total amount owed if it considers that this will facilitate the collection of the full amount owed.

Despite the unlimited duration of the agreement, each credit card has a limited validity period printed on each card, after which it will not be operational. Prior to the expiry date, Citibank España sends the corresponding Debtor a new card to replace it. This renewal upon expiry is the right of Citibank España.

Additionally, and depending on the conditions of the agreement, all credit cards have a Minimum Amount of Amortisation, described in section 2.2 of the Additional Building Block.

2.2.5 Amount of the assets.

The amount of the Outstanding Balance of the Credit Cards grouped in the Fondo on the Date of Incorporation will be an amount equal or as close as possible to 1,000,000,000 Euros.

The maximum amount of the Outstanding Balance of the Credit Cards grouped in the Fondo will be equal to the Maximum Size of the Fondo, 2,460,000,000 Euros.

Nevertheless, and as is detailed in section 4.9.3 of the Securities Note, in the event that the Aggregate Outstanding Balance of the Credit Cards exceeds 1,650,000,000 Euros on a specific Purchase Date, the Period of Amortisation of the Bonds would begin automatically.

2.2.6 Loan-to-value ratio or level of collateralisation.

Not applicable.

2.2.7 Asset creation methodology.

Introduction Citibank España S.A. started its credit card business in 1989 and currently has 2.9% of the customers in the market and 10% of the Outstanding Balance (Data from 31/12/2011, according to Servired and Datamonitor, and the entity’s own estimations). Its position in the market has been based on the establishment of its line of business with independence from other banking products and to mark a difference with its competitors. The main differences are the independence of the business, the focus on credit cards as financing methods and the use of direct sale channels as distribution, among others. Internal organisation Citibank España’s credit card division is organized in 12 areas of operation of which the main 5 are directly controlled by the head of the credit card division in Spain. These areas are:


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1. Acquisition / new customer targeting. 2. Product development and new areas of business. 3. Customer and portfolio management. 4. Decision management and business analysis. 5. Services and operations management. The management team includes the head of the division and 1 director per each of these 5 areas. Each of these 6 directors has more than 15 years experience in the industry. Citibank España’s credit card division has over 60 employees directly linked to the business. Additionally, it employs more than 750 individuals from other areas of Citibank España that carry out support roles (including administration and recovery services). Direct employees have worked for the company an average of 10 years. Risk analysis

a) Operational structure The credit card division has the support of Citibank España’s risk division, headed by the National Risk Director. The risk team has a total of 44 professionals assigned to 4 specific areas of business. Of these 4, the most relevant are the credit card approval policy area and the scoring and collection strategy areas. The first area is responsible for defining policies and procedures for the approval and issue of new products. For its part, the scoring and collection strategy area is responsible, among others, for the development, monitoring and updating of the scoring model, defining its limits. A data monitoring and analysis area and a fraud control area reinforce these two initial areas. Citibank España’s credit risk department monitors and manages the risk portfolio of the credit cards on a regular basis. To do so, it applies tools that have been developed internally and concludes it with a yield analysis

b) Scoring models Citibank España’s method of credit card approval is based on the application of scoring models that have been developed internally. The use of these models is essential to approve customers and to assign the initial credit limits and to eventually update them. There are currently five scoring models for this origination process – a model for each of the main channels (Telesales, Mobile – SME / commercial outlet visits-, Stands – stands in shopping centres and transportation hubs-, CEPSA and other channels). The results of the model are based on the assessment of economic and demographic variables. Among the most significant variables are those that define the profile of the customer, such as age, marital status, gender, address, employment situation, time in employment and level of income. Each variable has a specific weight and the final score obtained the Debtor is classified in levels of risk: very low, low, medium, medium-high and high. There are minimum scores that automatically prevent the issue of the credit card and there is a limit to the number of approved Debtors with a high level of risk. The initial credit limit granted to a credit card depends mainly on the cannel of origin, the type of employment, the level of income and the level of scoring obtained. Both applied variables and model results are available to risk analysts through the entity’s database, accessing behavioural data from customers for periods up to 5 years. Scoring results are checked monthly so it is an essential tool in risk control. Additionally, there is a quarterly supervision of the performance of the model for possible recalibration depending on the real behaviour of the assets. The model is recalibrated by contrasting the default rates


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observed in the portfolio and the statistical significance of the different variables established and the correlation between such variables and the degree of hits obtained. Credit limit monitoring and update is also carried out through a scoring model. In this analysis, the key variables are those relative to the historical behaviour of the Debtor. Among them are: average and final balance, balance variability, seniority of the card, degree of relationship with the customer, average payment rate, times Over Credit Limits or in default, use of card per type of transaction (purchases or cash withdrawals) and frequency. In this sense, to increase credit limits, a low or very low risk rating is required, and the amount of increase granted is related to the use and current limit of the card. As of 31 October 2012, as shown in the tables included in section 2.2.2 of the Additional Building Block, 531,356 Credit Cards from the Eligible Portfolio, representing an 82.95% of the Aggregate Outstanding Balance had a rating equal to “Very Low”. Approval process and assignation of credit limits a) Acquiring new customers: origination channels. Citibank España has established a model to acquire new customers using a number of channels, mostly the direct sales model. A team of 18 people that work in the acquisitions area manages these acquisition channels. This area controls the relationship with the 15 direct sale agencies that Citibank España has authorised with a network of more than 900 sales representatives. Citibank España maintains a comprehensive control policy, both in selection and in the relationship between the agencies and their sales representatives, who carry out:

• Extensive verification of the company prior to selection. • Initial and periodical training courses. • Onsite quality controls (mystery shopper) and monthly and quarterly surveys to

customers. • Management and monitoring of risk indicators. • Management and monitoring of recoveries. • Annual revision programmes. • Internal control tests to verify they meet Citibank España’s criteria • Periodical internal audits.

The main channels used to acquire new customers, in terms of Aggregate Outstanding Balance (data from 31 October 2012 for the Eligible Portfolio) are:

• Telesales: 36.30%. • Mobile (Visits to SMEs and shopping centres): 12.71% • Stands in shopping centres, airports and train stations: 19.37% • Direct sales at CEPSA petrol stations: 19.16%. • Internet: 4.50% • Citibank España branches and other minority channels: 7.96%

With the exception of Citibank España branches and other short-term channels, the operational management of the customer acquisition process is subcontracted.

b) Approval process Once the customer is acquired but prior to the approval, a risk analysis is carried out. Citibank España’s evaluation and approval guidelines are included in their local and corporate policies. Furthermore, the entire decision-making process (distribution, issue, risk management, portfolio management, services and recoveries) is based on a fundamentally analytical and disciplined perspective. Any exception that is not included in its procedures must be documented for approval and monitoring by the department of Global and Regional Risk.


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The evaluation and approval procedure follows the same guidelines for all customers, although in some aspects, like data verification, there might be variations depending on the channel through which the customer was acquired. The credit card issue approval phases are the following: I. Introducing data into the system:

Two external data acquisition companies (XeroX and Graddo) contracted by Citibank España carry out this task. The agencies acquiring customers email all application forms so that they can be introduced to the bank’s database. Citibank España’s credit department carries out daily checks of the applications introduced, data quality and that the paper application form has been delivered to Citibank España. Applications must include the necessary documentation to proceed to the correct identification of the customer and to carry out the risk analysis. Currently, the following is required: (i) photocopy of ID card or VAT ID number, (ii) application form signed by the customer (iii) express authorisation to check data at the Social Security Treasury (TGSS, in Spanish) and at Asnef Equifax / Experian. II. Social Security verification and internal control:

At the TGSS, Citibank España verifies that all customer applications received are included in its database in order to comply with current legislation to prevent money laundering, verifying the information relative to economic activity (type of employment, name of the employer and Standard Industrial Code of the employer). At the same time, all applications are checked in other databases property of Citibank España and CitiFin, S.A. E.F.C. to verify the existence of other products the customer may hold with Citibank España and the customer’s payment history. Depending on the response and based on the results of the verifications at internal databases, the application can be automatically rejected or moved along the approval process.

III. Minimum approval criteria:

In the next phase, each application is examined to verify that it meets the minimum criteria established for each acquisition channel. All Debtors must satisfy certain minimum economic and demographic characteristics to obtain a credit card. These characteristics can vary in relation to the type of card and the employment situation of the customer (employed or self-employed). Some of the minimum criteria are:

• Minimum age for all types of cards: 22 • Maximum age: 70 • Minimum salary between 5,000 – 10,000€ (gross annual income) for all cards • Employment situation: employed (not temporarily), with a minimum employment period

and retired (some exceptions according to income).

IV. Solvency database verification:

In this phase, the presence in any Spanish credit bureaus is verified (Asnef, Equifax and Experian). These companies only offer data if the individual owes any amount, for a maximum of 6 years. Citibank España carries out this verification directly. V. Internal rating assignation:

Throughout the approval procedure, and following the described scoring model, Citibank España’s credit department calculates, at least on two occasions, the scoring and relative level obtained by each customer.


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This phase is established to guarantee that the credit risk and associated expenses of each application are covered by future expected income from each application. VI. Verification:

External companies specialising in telephone verifications, verify a sample of the applications, in order to validate the authenticity of the data provided by the customer or to resolve any discrepancy that may have arisen during the process. Samples are selected from each origination channel and each rating level assigned. In some cases, the entire population must be verified.

VII. Manual revision / automatic approval:

The request may be automatically approved by the system or revised manually by a credit analyst depending on the acquisition channel, type of employment, scoring, internal mark of the customer and verification mark. c) Authorisations, approval capacity and credit limit monitoring Citibank España grants credit analysts with the necessary authority to approve request once they meet the following criteria:

(i) Citibank España’s credit policy manual training (ii) A minimum employment in this role of 90 days (iii) Satisfactory completion of 100 file revisions with the supervisor (iv) Satisfactory completion of 50 file revisions following the manual

Once these requisites are met, supervisors request this power from risk managers for specific analysts. Initially, this power is restricted for limit approvals of 3,000€ and no exceptions. An analyst with higher authority must approve requests that imply exceptions. The maximum number of applications issued under these circumstances must not exceed 4% of the total number of approved requests. Monitoring credit limits The scoring model applied periodically monitors risk depending on the behaviour of the customer, allowing automatic actions on the credit limits of the credit cards. Thus, throughout the life of the card it is possible to:

(i) Increase the limit: automatically, based on the behaviour of the card. This increase can also derive from a specific request from the customer as long as all the previous requisites are met.

(ii) Reduce the limit: monthly, to reduce the exposure of certain risk groups depending on

the rating, the type of client and the information obtained from credit bureaus.

(iii) Obtain an exceptional Over Credit Limit: the card must be at least 3 months old and the customer must not be in any credit bureaus.

There are minimum requirements to increase the limit of the card. Specifically, the card must be at least 9 months old, be active and without defaults, it must not be Over Credit Limit, 9 months must have elapsed since the last limit increase and there must be no negative data about the Debtor in any credit institution. The results of the monthly credit line revision correspond to current criteria coded in the Seller's systems (FICO TRIAD). In this way, changes applied to Cards coincide with the instruction calculated by the system in accordance with the approved criteria of said policies. In the event that the Debtor requests the increase, the analysis must meet all the above criteria. Limit reductions take place to reduce risk exposure. The analysis is based on the Debtors observed behaviour, the type of customer (if there are other additional products) and any negative data obtained from credit institutions.


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Citibank España’s risk policies also include the possibility that the card is blocked or cancelled in the event of the deterioration of the solvency of the Debtor, the breach of its obligations or the inactivity of the account. The Credit Scoring department is responsible for the calibration of scoring models, their monitoring and the control of the correct application of policies to such models (Statistical and Credit Models Development and Management Area, reporting to Citibank España's Risk Department). The Regional Scoring Office revises these actions monthly and the Global Scoring Office does so quarterly. d) Modification and validity of the approval policies. Risk criteria to approve / deny credit cards and their credit limits are updated periodically and systematically meet the general economic situation. Likewise, and as has been detailed, credit limits for each credit card are revised and updated (if applicable) automatically and periodically (monthly and quarterly) depending on the evolution of the Debtor’s risk profile. The approval model based on scoring systems was introduced in 2002 therefore approximately 80% of the Eligible Portfolio is based on the model described in this section. In respect of Credit Cards approved prior to the introduction of these scoring models, in any event, their current credit limits are subject to the same monitoring and updating criteria current today and common for the entire group of credit cards. Additionally, every 36 months and based on the operational process for card renewal, verification is carried out on each associated line of credit to confirm that it still meets all the scoring criteria before the new card, valid for another 36 months, is issued. Approval and credit limit assignation criteria have been strengthened since the second half of 2008 in order to mitigate the deterioration of the credit behaviour of the new accounts resulting from the economic crisis. These actions have been carried out taking into consideration the characteristics of the different acquisition channels in relation to the recent behaviour of the new accounts and the corresponding approval ratios. For instance, approval has been limited in certain provinces in certain channels of distribution, average job seniority has been increased, minimum age has been increased, minimum scoring requirements have been increased, initial credit limits have been modified (reduced) and scorings have been recalibrated. Collection administration and management Citibank España carries out credit card administration through a team that coordinates the different tasks with Citibank’s global departments and with those services that have been subcontracted to third parties. Specifically, the functions carried out internally, under its global infrastructure, are: customer service, arrears recovery, back-office, dispute resolution, development of technological systems and support. Administration activities currently subcontracted are: production of plastic cards and PIN generation with Oberthur, printing of letters to customers (bills, debit notices, claims...) with Emphasis. Collection model Credit card charges are cleared monthly from the customer’s selected collection account. Before the monthly charge takes place, Citibank España issues a debit notice, up to 15 days prior to the collection, to allow the customer to check the amount and to resolve any doubt that might originate. The majority of direct debits (98%) are from banks other than Citibank España. Although credit cards have an associated collection account, Debtors may use other payment methods such as transfers by post, cheques, Internet transfers, payment at Citibank branches or the Post Office. Arrears and recovery management The management of accounts in arrears is carried out through different channels, combining the use of external agencies with the internal capabilities of Citibank España. To define the actions


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and intensity of recovery claims, the risk profile of the Debtor is taken into consideration, as is the historical behaviour that is included in internal scoring models. The entity has a series of management tools for general collection. The use of these tools depends on the degree of severity of the arrear, and the response of the customer:

(i) Phone calls: automatic or made by an agent. Periodicity depends on the severity of the arrear.

(ii) Payment claim letters. (iii) Certified payment claim letters. (iv) Phone messages. (v) Telegrams. (vi) External recovery agencies. (vii) Legal action.

In general, for delays up to 15 days, external recovery agencies carry out a first action by sending a SMSs reminder, reminders by post and/or low intensity phone calls. For accounts with arrears between 15 and 180 days, Citibank España, differentiating the intensity of the actions in sections of 15-90 days delay and 90-180 days delay, carries out actions internally. In excess of 180 days, collection management is subcontracted once more to external collection agencies. Citibank España has over 190 collection agencies. In the final phase, actions include personal visits to Debtors and legal actions. Citibank España’s internal team decides the assignation of clients to the different agencies depending on the risk profile. Assignation follows a rotational basis and is established depending on recovery success criteria. Furthermore, the team defines recovery strategies by structuring them in different levels that range from total recovery of arrears, payment plans, mitigation efforts and, for extreme default cases, partial condonation in exchange for the immediate payment of a specific amount and/or the initiation of legal claims against the Debtor. The ability to withdraw is automatically blocked by the system the moment a Debtor is in arrears. This block is only removed when the customer pays the full amount owed from the Credit Card. When the Card is in excess of 90-day arrears, the card is cancelled and the full amount owed is requested, except if there is a standing agreement with Citibank España. Lack of payment of the Minimum Amount agreed in the Credit Card agreement is considered arrears.

2.2.8 Significant representations provided to the Issuer in relation to the assets

The Sociedad Gestora here reproduces the representations and guarantees made by the Seller regarding itself and the Credit Rights, to be ratified in the Deed of Incorporation and, if applicable, on each Purchase Date.

Regarding the Seller:

1) That it is a credit entity rightfully constituted in accordance with current legislation, registered in the Companies House and in the Registry for Credit Entities at the Bank of Spain, and is authorised to grant loans to individuals and to issue credit cards.

2) That neither on the Date of Incorporation of the Fondo or at any other time since its incorporation, has it been in a situation of insolvency that could trigger bankruptcy proceedings.

3) That it has obtained all the necessary authorisations, both administrative and corporate, including those issued from third parties affected by the sale of Credit Rights to the Fondo and for the valid issue of the Deed of Incorporation, the remaining compromises assumed in such Deed and any other agreement related with the Fondo’s incorporation.

4) That it has audited individual and consolidated accounts without exceptions for the years ending on 31 December 2009, 31 December 2010 and 31 December 2011. These annual accounts and audit reports have been deposited at the CNMV and the


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Companies House in accordance with current legislation. Furthermore, it will deposit the annual accounts of future years until the final year of the Date of Liquidation of the Fondo, as a requisite to proceed to additional sales in the terms covered in section 2.2 of Real Decreto 926/1998.

5) That it meets all applicable legislation in the matter of data protection and consumer credit.

6) That in compliance with Art.40.bis of Real Decreto 216/2008, first introduced by Real Decreto 771/2011, the Seller will constantly withhold in the Fondo a significant net economic interest under the terms established by the Bank of Spain.

Regarding the Credit Rights and the Credit Cards.

1) That all the Credit Rights that derive from Credit Cards are duly documented and formalised in a private agreement and that Citibank España holds a copy of such agreement and that it is available to the Sociedad Gestora.

2) That the Initial Assets and the Additional Assets will be sold to the Fondo under the terms covered by section 3.3 of the Additional Building Block. Assets sold to the Fondo during its existence will correspond exclusively to lines of credit from which the Credit Cards derive and with the current Debtors of the Credit Cards sold on the Date of Incorporation.

3) That all the Credit Rights exist, are valid and enforceable in accordance with current legislation.

4) That the Seller rightfully holds all the Credit Rights.

5) That all the Credit Rights are in Euros and are paid exclusively in Euros.

6) That the data related to the Credit Rights included in this Prospectus and the Deed of Incorporation accurately reflect their current situation on the Date of Incorporation as set out in their private agreements that document the Credit Rights and in the IT files of the Credit Cards, and that such data are accurate, complete and do not lead to error. Any additional information regarding the characteristics of the Eligible Portfolio included in the Prospectus is accurate and does not lead to error.

7) That all the Credit Rights are clearly identified and properly deposited at the Seller, both in IT files and in their private agreements and are analysed and monitored by the Seller since their issue, in accordance with standard procedure.

8) That, from issuance, the Seller services all Credit Cards and Credit Rights originating from them in accordance with its standard procedures for servicing credit cards.

9) That there are no legal claims of any kind in relation to the Credit Rights that may adversely affect their validity or that may force the application of Art.1535 of the Civil Code.

10) That to its knowledge none of the Debtors of the Credit Rights has been declared bankrupt.

11) That to its knowledge none of the Debtors is in a position to oppose a settlement right (“derecho de compensación”), without prejudice to the rights of the Debtors that hold deposits or accounts with the Seller and the rights derived from any of the Dilutions (as defined in section 3.4.2.2 of the Additional Building Block).

12) That no Debtor can claim against the Seller any exception in the payment of any amount relative to the Credit Rights.

13) That in the agreements that document the Credit Rights there are no clauses that prohibit the sale of the Credit Rights or which require any type of authorisation to carry out such sale.

14) That no Credit Rights derived from Credit Cards will be sold to the Fondo when their Debtors accumulate payment delays in excess of 90 days.


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15) That all the Credit Cards have a Minimum Amortisation Amount, as defined in section 2.2 of the Additional Building Block.

16) That Credit Card payment from which the Credit Rights derived is made through direct debit, although the direct debit bank account is normally different than Citibank España. Nevertheless, other methods of payment for credit card debt are acceptable.

17) That on the Date of Incorporation of the Fondo, each Credit Card has a seniority above 1 month and that they have cleared at least one monthly payment.

18) That all Credit Cards are billed monthly.

19) That all Credit Cards have been issued to individuals residing in Spain.

20) That none of the Credit Cards have been issued to Citibank España employees.

21) That no person has preferential rights over the Fondo, as holder of the Credit Rights, for the collection of amounts derived from it, except legal rights.

22) That the granting of the Credit Cards and the sale of Credit Rights to the Fondo and all related aspects, have been carried out in accordance with market criteria.

23) That all the data and information relative to the Credit Cards and the Credit Rights selected for their sale to the Fondo included in section 2.2.2 of the Additional Building Block accurately reflect their situation on the corresponding date and that they are correct and complete.

24) That to establish the credit limits of each Credit Card from which the Credit Rights originate, Citibank España has duly followed its risk policy, in accordance with 2.2.7 of this Additional Building Block.

25) That the Credit Rights have not arranged real guarantees in favour of the Seller.

Compliance with Real Decreto 216/2008 and Circular 3/2008

In compliance with Art.40.bis of Real Decreto 216/2008, introduced by Real Decreto 771/2011, and in Rule 56 bis of the Bank of Spain’s Circular 3/2008, in the wording established by Bank of Spain Circular 3/2008, the Seller has notified the Sociedad Gestora that it will permanently maintain at the Fondo a significant net economic interest, in accordance with the terms required by the Bank of Spain. To this end, the Seller has notified the Sociedad Gestora and will ratify in the Deed of Incorporation, that “permanently” shall mean that the net economic interest will not be hedged or sold, except as a result of the adjustments derived from the amortisation of the Bonds described hereon and that do not affect the compliance to maintain such interest. In the Deed of Incorporation, the Seller undertakes to include on its web site www.citi.es (or the site that replaces it in the future) reference to the location of the updated data regarding the net economic interest.

Despite the above, the following details are included in this Prospectus:

- That, in accordance with Art.40.bis.1 section d), and Rule 56 bis.1d) of Circular 3/2008, the Seller, as originator of the securitisation will undertake in the Deed of Incorporation to withhold the amount of the B Bonds so that represent, at least, 5% of the maximum balance achievable by the Credit Rights grouped in the Fondo, without prejudice to the possibility of using the withheld interest as guarantee in asset-backed financing operations and, in particular, transactions for the temporary sale of assets, provided such transactions do not include characteristics that allow the transfer of credit risk of such withheld interest.

- That in the Deed of Incorporation, the Seller will undertake to notify the Sociedad Gestora each month (or at least with the same frequency of the periodical reports the Sociedad Gestora issues for investors) of the fulfilment of the withholding and also, when applicable, the change of withholding schedule allowed by Art.40.bis.1 and Rule 56 bis so that the latter can publish such information on its web site (www.imtitulizacion.com). In order to do so, the Seller must explicitly declare that it has not carried out any action (hedging of the credit risk, sale, taking short positions, etc.) that might have undermined the application of the withholding requirement.


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In compliance with the second paragraph of Art.40.4 of Real Decreto 216/2008 and Rule 56 bis of Circular 3/2008, the Seller must ensure that possible investors can easily access all necessary data to comply with their due diligence obligations. To this end, in the event that there is a sale of any amount of securitisation bonds to third parties, the Seller will include on its web site, www.citibank.es, (or the site that replaces it in the future) reference to the location of said data that, if relevant, will include information on the credit quality and the evolution of the underlying securitisation exposures, treasury flows and real guarantees backing securitisations, and any other information necessary to carry out detailed and documented resistance tests for the cash flows and the value of the real guarantees that back the underlying exposures.

2.2.9 Replacement of the securitised assets.

In the exceptional event that, following the Date of Incorporation and the relevant Purchase Date and despite the representations of the Seller and its diligence to guarantee their fulfilment, it is detected that any of the Credit Cards and the Credit Rights originating from them has vicios ocultos (hidden defects), including that they do not adjust on the Date of Incorporation to the representations of section 2.2.8 of the Additional Building Block and the Deed of Incorporation, the Seller will undertake to reimburse the cash amount, the Outstanding Balance of the affected Credit Rights and any other amount that may correspond to the Fondo, and deposit such amounts in the Treasury Account, cancelling the sale of the affected Credit Rights.

Such reimbursement will be notified to the CNMV and the Credit Rating Agencies.

The Seller will pay expenses derived from the reimbursement.

2.2.10 Relevant insurance policies related to the securitised assets

Credit Cards include an optional insurance policy for credit payments covered by Citibank. This insurance protects the Seller from the possibility that the Debtor is unable to make credit card payments as a result of death, full or temporary disability, temporary or full incapacity, unemployment (not for self-employed) and covers the Outstanding Balance of the Credit Card.

Compensations made by the insurer are part of the rights conferred to the Fondo as a result of the sale, as detailed in section 3.3.2 of the Additional Building Block.

Insurance policies have all been arranged with ALICO (American Life Insurance Company), of the Metlife Group, España. S.A.

The Aggregate Outstanding Balance of the Credit Cards insured at the end of September 2012 was 333,356,338 Euro.

2.2.11 Information related to the Debtors when the securitised assets include obligations from 5 or less Debtors that are legal entities, or if a single Debtor represents 20% or more of the assets or if a Debtor entails a significant part of the assets.

Not applicable.

2.2.12 Details of the relationship, if material to the issue, between the issuer, the guarantor and the Debtor.

There is no relationship between the Fondo, the Sociedad Gestora and other participants in the operation other than those covered by sections 5.2 of the Registration Document.

2.2.13 If the assets include fixed income securities, description of the main conditions.

Not applicable.

2.2.14 If the assets include equity securities, description of the main conditions.

Not applicable.


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2.2.15 If the assets include equity securities that are not traded in an official market or equivalent, if they represent more than 10% of the securitised assets, description of the main conditions.

Not applicable.

2.2.16 Reports assessing the property and the treasury/income flows for cases where a large portion of the assets are backed by properties

Not applicable.

2.3 Assets actively managed which are backing the issue.

Not applicable.

2.4 Declaration in the event that the issuer intends to issue new securities backed by the same assets and description of the method used to notify the holders of this class.

Not applicable.

3 TRANSACTION STRUCTURE AND TREASURY.

3.1 Description of the structure of the operation.

3.1.1 Diagram of the operation

Deferred paymentof the AdditionalAssets purchase

Seller of theCREDIT RIGHTS

Principal + interests Bonds Series B

Financial AgentCITIBANK

INTERNATIONAL

SecuratizatedAssets

Debtors

IM CitiTarjetas 1 FTA

Administrator of theCredit Rights

Provider of theSubordinated Loans

Management Company

INTERMONEY TIULIZACION

Bonds Series A

Director of the BondIssue

CITI GLOBAL MARKETS

Provider of theReinvestment

Account Guarantor

CITIBANK N.A.


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3.1.2 Initial balance of the Fondo.

BALANCE OF THE FONDO (upon issuance) EUROS

ASSETS LIABILITIES

A Bonds 840,000,000Credit Rights 1,000,000,000 B Bonds 160,000,000

Subordinated Loan for Reserves 19,450,000

Treasury 21,400,000 Subordinated Loan for Initial Expenses 1,950,000

Total Assets 1,021,400,000 Total Liabilities 1,021,400,000

3.2 Description of the entities participating in the issue and description of the functions to be performed by them.

The description of the institutions taking part in the issue and the description of their respective duties are included in section 5.2 of the Registration Document.

3.3 Description of the method and date of the sale, transfer, novation or asset assignation or any other right and/or obligation in the assets

3.3.1 Sale of the Credit Rights

The Fondo is structured as an open fund (renewable and expandable) in assets and closed in liabilities.

On the Date of Incorporation, the Seller will sell to the Fondo, the Initial Assets. Initial Assets are understood as the Outstanding Balance of each Credit Card and their associated lines of credit that are part of the Eligible Portfolio and that are effectively sold to the Fondo on the Date of Incorporation. By aggregation, the Aggregate Outstanding Balance is understood as the sum of the Outstanding Balance of each Credit Card.

The Aggregate Outstanding Balance on such Date of Incorporation (Initial Aggregate Outstanding Balance) will be equal or slightly inferior to 1,000,000,000 Euros.

From the Date of Incorporation and until the Liquidation of the Fondo, the Sociedad Gestora, representing the Fondo, will acquire on each Purchase Date, Additional Assets. Additional Assets are the Additional Withdrawals made by the Debtors of the Credit Cards from which the Initial Assets derive (as from those that as described in section 2.2, may replace them as a result in a commercial or operational change in the type of card).

A Credit Card Additional Withdrawal during a certain period is the sum of the withdrawals made by the Debtor during such period of time. This does not include balance increases derived from the capitalisation of interest and recovery fees from the Credit Cards that correspond to the Fondo as a result of section 3.3.2 to follow. By aggregation, Aggregate Additional Withdrawals of a certain period shall be the sum of the Additional Withdrawals of all the Credit Cards in such period.

The Outstanding Balance of each Credit Card is the balance owed at any given moment from its associated line of credit and that, therefore, is pending reimbursement on behalf of the Debtor. The Outstanding Balance on a particular date is the result of the sum of (i) the Outstanding Balance of such Card at the closing of the immediately prior liquidation period, plus (ii) the sum of Withdrawals made since such closing, minus (iii) payments and charges that may have taken place since such last liquidation.


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Thus, at any given moment, the Fondo will maintain as Credit Rights the amount that correspond to the Aggregate Outstanding Balance of the Credit Rights which is comprised of the sum of Withdrawals made by the Debtors and that remain to be amortised.

3.3.1.1 Sale of Initial Assets

The Seller will sell the Initial Assets upon the Incorporation of the Fondo and this will be instrumentalized through the Deed of Incorporation that will include the necessary terms to carry out such sale.

The Deed of Incorporation will detail the Outstanding Balance, the Credit Limit and the Open-to-Buy for each Credit Card of which the Outstanding Balance is being sold to the Fondo.

The difference between the price of subscription of the Bonds and the amount destined to pay the price of the sale of the Credit Rights on the Date of Incorporation will be deposited in the Treasury Account.

In the event of the cancellation of the incorporation of the Fondo, the remaining agreements of the Fondo and, as a consequence, the Bond Issue, the Fondo’s obligation to pay the price of sale will also be cancelled

3.3.1.2 Sale of the Additional Withdrawals

The Sociedad Gestora, in the name and on behalf of the Fondo, will make daily purchases of the Additional Withdrawals on each Purchase Date falling between the Date of Incorporation (excluded) and the Date of Liquidation of the Fondo (the Acquisition Period).

During the Acquisition Period, the Fondo will purchase the Additional Withdrawals. Nevertheless, the Aggregate Outstanding Balance will not exceed the Maximum Amount of the Fondo.

On each Purchase Date, the Fondo will acquire all the Additional Withdrawals charged to the Credit Cards from the immediately prior Purchase Date. This acquisition will be documented thus:

(i) On each Purchase Date, the Seller will electronically forward IT files to the Sociedad Gestora including details of all Additional Withdrawals made by each Debtor from their Credit Cards, understanding such delivery as: (i) an irrevocable offer of withdrawals in compliance with the sale obligations of the Seller and (ii) the Seller’s declaration that all the declarations included in section 2.2.8.a) and b) of this Additional Building Block have been met. On each Purchase Date, the Seller will email confirmation of the delivery, without prejudice to the full validity of the offer and the declaration made by the electronic delivery if such confirmation is not made.

This offer will be understood to be accepted as a purchase obligation of the Fondo, except if the Sociedad Gestora expressly rejects it on the same day it is received and only in the event of the breach of the declarations made in section 2.2.8 of the Additional Building Block.

(ii) On each Payment Date, the Sociedad Gestora will electronically forward to the CNMV the detail of the Additional Withdrawals, using the CIFRADOC/CNMV service and also of the corresponding variation in the Aggregate Outstanding Balance of the Credit Cards. The Sociedad Gestora will also forward to the CNMV for verification the monthly declaration, subscribed by the Seller, that declares the fulfilment of all the declarations included in section 2.2.8.a) and b) of this Additional Building Block, in accordance with Art.2.2.c).2º of Real Decreto 926/1998.

In the event that, at any time and for any reason, the Sociedad Gestora is unable to use this system, it undertakes to, together with the Seller, forward on the Payment Date to the CNMV a document or notification with the same content.


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3.3.2 Rights conferred to the Fondo through the sale of the Credit Rights

At any given moment, each Credit Right derived from a Credit Card participates of 100% of the Outstanding Balance of each one. The Fondo is entitled to collect the following:

- Principal from the Credit Cards since the Date of Incorporation (included);

- Interest from the Credit Cards since the Date of Incorporation (included);

- Fees from the Credit Card since the Date of Incorporation; and

- Capitalisation of interest and penalty fees from the Credit Cards since the Date of Incorporation.

Credit Card interest accrued prior to the Date of Incorporation will correspond to the Seller who will collect such amounts with preference over the amounts that are due to the Fondo when the Debtor makes the payment.

The Fondo, as Credit Rights holder, is entitled to receive all payments made by the Debtors linked to these Credit Cards, including any accessory right, like compensations from insurance policies, etc.

Finally, the Fondo is also entitled to any amounts originating from any recovery procedure that is activated in relation to the Defaulted Credit Rights.

3.3.3 Validity of the sale.

The sale of Credit Rights will be in full vigour from the Date of Incorporation of the Fondo and on each Purchase Date and will be full and unconditional for each Credit Right.

3.3.4 Price of the sale.

The price of sale of the Initial Assets will be its nominal value and will coincide with the Outstanding Balance on the Date of Incorporation of each Credit card from which the Credit Rights grouped in the Fondo derive.

The price of sale of the Additional Assets shall be equal to their principal and will coincide with the withdrawals made by the Debtor. It will be paid in accordance with the rules established in section 3.3.5 below.

If the incorporation of the Fondo is cancelled and, as a consequence, the sale of the Credit Rights is also cancelled, the Fondo’s obligation to pay the price of sale will also be cancelled and the Seller will regain the ownership of the Credit Rights in question. In this event, the Seller will pay all the expenses derived from the incorporation of the Fondo and the issue of the Bonds up to an amount equal to the amount established as Subordinated Loan for Initial Expenses.

3.3.5 Payment of the price of sale.

On the Closing Date, the Sociedad Gestora, on behalf of the Fondo, will pay the Seller the price of the Initial Credit Rights, value that day, once the Fondo has received the Price of subscription of the Bonds.

Payment of the price of the Additional Assets will take place on the Payment Dates of the Fondo, depending on the Available Resources of the Fondo, and following the rules established in sections 3.4.6.3, 3.4.6.4 and 3.4.6.5. However, the Fondo is entitled to postpone in full or in part the payment of the acquisitions of the Additional Credit Rights grouped in the Fondo. This postponement will imply the acceptance of a liability of the Fondo in favour of Citibank España, equivalent to the amount effectively postponed (Deferred Purchase Price).

As reference, the Deferred Purchase Price will be equivalent, on each Payment Date, to the difference (if positive) between the Aggregate Outstanding Balance of the Non Defaulted Credit Cards and the Outstanding Principal Balance of the Bonds once the amount for amortisation is applied on each Payment Date, if applicable.


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The Deferred Purchase Price is exclusively linked to the purchase of Additional Asset and, therefore, under no circumstance acts as guarantee of the liquidity of the Fondo, or of the payment of interest or principal of the Bonds.

The Fondo will calculate the Deferred Purchase Price on each Payment Date. For situations in which such amount is reduced between two Payment Dates, the Seller will be entitled to receive the difference on such Payment Date, depending on the Available Resources and in accordance with section 3.4.6.4 of the Additional Building Block.

3.3.6 Responsibility of the Seller as seller of the Credit Rights.

The Seller, in compliance with Art.348 of the Commercial Code and Art.1529 of the Civil Code, is responsible to the Fondo only for the existence and validity of the Credit Rights sold on the Date of Incorporation and on each Purchase Date, together with the legal personality under which it effects the sale but does not assume any responsibility for the default of the Debtors of the Credit Rights for either principal or interest or any other amount that might be owed from such Credit Rights. Neither will it assume, under any other form, responsibility in guaranteeing, directly or indirectly, the success of the operation neither will it issue guarantees or sureties, either by virtue of the Deed of Incorporation or of any other pact or agreement. This does not affect the Seller’s responsibilities described in section 4.4.5 of the Registration Document regarding the right of first refusal to buy the Credit Rights, the Seller’s responsibility for the declarations and guarantees made in section 2.2.8 of this Additional Building Block and the Deed of Incorporation and the agreements undertaken in section 2.2.9 and 3.7.2 of the Additional Building Block regarding the management of the Credit Rights.

Furthermore, the Seller is responsible for the reductions in the Outstanding Balance that result from any of the Dilutions (as defined in section 3.4.2.2), and must, in its case, pay the Fondo, on each Payment Date, an amount equal to such dilutions.

In the event that the Fondo is forced to pay third parties any amount that has not been paid at the time of the sale because the Seller has provided incomplete Credit Right information, the latter will be responsible for any damage, expense, tax or fine affecting the Fondo.

3.3.7 Fund advance.

The Seller will not advance any amount to the Fondo on behalf of the Debtors, either for principal or regular interest of the Credit Rights.

3.3.8 Sale Notification.

The Seller will continue to service the Credit Rights, in accordance with section 3.7.2 of the Additional Building Block. The Sociedad Gestora and the Seller agree not to notify the Debtors of the sale of the Credit rights on the Date of Incorporation or on successive Purchase Dates.

Nevertheless, the Sociedad Gestora will instruct the Seller about the obligation to notify the sale of the Credit Rights and that the payments derived from the Credit Cards to which the Fondo is entitled to will only be releasable if they are made in the name of the Fondo into the Treasury Account, or the account designated for such purpose by the Sociedad Gestora, to the Debtors, as soon as it considers it appropriate for the defence of the rights of the Bondholders. This also applies to the replacement of the Seller as servicer of the Credit Cards and in the event of bankruptcy of the Seller, or the revocation of its right to operate as a credit entity in Spain; to notify such event, the Sociedad Gestora will select the most operative, fast and efficient channel.

As a result of the above paragraph, the Sociedad Gestora will be entitled to request from the Seller, and the Seller will be obligated to supply any information the Sociedad Gestora considers necessary or convenient.

When required to do so the Seller will immediately notify the Debtors the immediate sale (upon notification from the Sociedad Gestora) of the Credit Rights and will vouch to the Sociedad Gestora, in the 20 Business Days that follow the instruction, for the positive notification to the Debtors by presenting receipt of such communication.


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In any event, from the date in which the Seller receives such instruction list it will immediately transfer to the account designated by the Sociedad Gestora (at an entity with the required ratings to act as counterparty of the Treasury Account and described in section 3.4.4.1 of the Additional Building Block) any amount derived from the Credit Rights in its power at that moment and will continue to transfer, on a daily basis, any amount it continues to receive from such Credit Rights.

Nevertheless, the Seller issues the widest possible and legal powers to the Sociedad Gestora so that it can notify the sale of the Credit Rights when it considers it necessary. In particular, the Sociedad Gestora will immediately notify the sale of the Credit Rights if the Seller is replaced as servicer of the Credit Rights, and in the event of its bankruptcy, if the Seller does not vouch for its positive notification in the 20 Business days thereto established.

In this respect, the Seller undertakes to immediately notify the Sociedad Gestora of the occurrence of bankruptcy.

The Seller will pay all the notification expenses to the Debtors even when carried out by the Sociedad Gestora and undertakes to work together with the Sociedad Gestora in such notifications.

3.3.9 Credit Right Withholding Tax.

The returns from the Credit Rights that constitute income of the Fondo are not subject to Corporate Tax, as is established by Real Decreto 1777/2004 (Rules for Corporate Tax Act.

In the event that any direct or indirect tax is established in the future that affects such payments, they will be paid by the Seller and reimbursed to whom they correspond if recovered by the Fondo.

3.3.10 Set-off

In the exceptional event that any of the Debtors has a legal credit right or an opposable claim against the Seller and, despite of the declarations included in section 2.2.8 of the Additional Building Block, therefore, as a result any Credit Right is settled in full or in part, the Seller will resolve such circumstance with the Debtor and if such remedy is not possible, will transfer to the Fondo the amount compensated plus interest accrued that would have corresponded to the Fondo until the day of the transfer, calculated in accordance with the applicable conditions of the corresponding Credit Right.

3.4 Explanation of the fund flows

3.4.1 How the asset flows will meet the Issuer’s obligations with the Bondholders

In accordance with this section, the Fondo will attend all payment obligations derived from the Bonds and its remaining liabilities by applying the resources generated by the Credit Rights and other applicable rights. The Fondo will enjoy additional protection mechanisms that are described in this section. These mechanisms will be applied in accordance with the rules of this Prospectus and their purpose is to guarantee that the flow of income of the Fondo is sufficient to attend its payment obligations, in accordance with the Interest Waterfall, the Priority Waterfall and the Liquidation Waterfall established in sections 3.4.6.3, 3.4.6.4 and 3.4.6.5 of the Additional Building Block.

Monthly, on each Payment Date, it will pay the Bondholders the interest accrued and, once the Accumulation Period is over, will also pay the reimbursement of the principal of the Bonds, in accordance with the conditions established in this Prospectus and the Principal Waterfall included in section 3.4.6.4 of the Additional Building Block.

3.4.2 Financial operations arranged and credit enhancement


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3.4.2.1 Financial operations arranged

Upon the granting of the Deed of Incorporation, in order to consolidate the financial structure of the Fondo, to increase its security or Bond payment regularity, to cover the temporary deficit between the cash flow (principal and regular interest) generated by the Credit Rights and the Bonds, and to supplement the servicing of the Fondo, the Sociedad Gestora, on behalf of the Fondo, will proceed to sign the following agreements and transactions in accordance with applicable legislation:

- Subordinated Loan for Initial Expenses, as described in section 3.4.3.1 of the Additional Building Block.

- Subordinated Loan for Reserves, as described in section 3.4.3.2 of the Additional Building Block.

- Paying Agency Agreement, as described in section 3.4.7.1 of the Additional Building Block and section 3.4.4.1 of the Additional Building Block in relation to the Treasury Account.

- Reinvestment Account Agreement, as described in section 3.4.4.2 of the Additional Building Block.

- Guarantees Agreement, as described in section 3.4.4.3 of the Additional Building Block.

- Administration Agreement, as described in section 3.7.2 of the Additional Building Block.

- Direction and Subscription Agreement. The Sociedad Gestora may extend or modify the agreements it subscribes on behalf of the Fondo and replace each of the participants, including and if necessary arrange additional agreements or open bank accounts at third parties (included the Bank of Spain) to replace current providers as long as it is in accordance with current legislation. In any event, such actions will require the prior notification to the CNMV or its prior authorisation (or from the relevant authority), and to the Credit Rating Agencies. Such actions must not lower the rating assigned to the Bonds by the Credit Rating Agencies.

The description of the agreements included in this Prospectus accurately reflects the most relevant information they contain and does not omit any information that might affect the contents of this Prospectus.

Such agreements may be cancelled if:

- the Credit Rating Agencies fail to confirm, prior to the beginning of the Subscription Period, the provisional ratings assigned to the Bonds included in this Prospectus; or

- if prior to the Subscription Date, an unforeseen and unforeseeable event takes place and prevents the fulfilment of the Subscription Agreement for the Issue in accordance with Art.1105 of the Civil Code.

Additionally the Fondo will enjoy the protection mechanisms derived from the preferential and subordinated structure of Bond principal and interest, established in section 4.8 and 4.9 of the Securities Note.

3.4.2.2 Dilution Reserve

Purpose:

As credit enhancement to counter possible losses derived from Credit Card Dilutions and in order to facilitate payments due by the Fondo in accordance with the corresponding Waterfall, the Fondo will have a Dilution Reserve.

Dilutions are defined as the reduction of the Aggregate Outstanding Balance of the Credit Cards that corresponds to any of the following situations: (i) the amount generated by the Debtor’s return or rejection of a product or service of which the Debtor has issued a claim, that is under dispute or an amount compensated by the Debtor; (ii) the amount reduced by the Seller or the


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Servicer from a bill as a result of discounts, special offers or errors (including Servicer errors) and (iii) amounts derived from frauds or improper use of Credit Cards.

The amounts of the Dilution Reserve will be deposited at the Fondo’s Reinvestment Account.

Initial size and Targeted Amount of the Dilution Reserve:

The Fondo will have an initial Dilution Reserve of 10,625,000 Euros on the Closing Date. This amount is known as the Targeted Amount of the Dilution Reserve. To Fund this initial amount, the Fondo will obtain a Subordinated Loan for Reserves granted by Citibank España.

On each Payment Date, the Dilution Reserve will be provided from the Interest Available Resources until it reaches the Targeted Amount of the Dilution Reserve.

Use of the Dilution Reserve:

On each Payment Date, the balance of the Dilution Reserve will be part of the Principal Available Resources until the amount of the Dilutions unpaid by the Service is reached, up to a maximum amount of the Targeted Amount of the Dilution Reserve and in accordance with the Principal Waterfall.

3.4.2.3 Commingling Reserve

Purpose:

As credit enhancement to counter possible liquidity losses derived from situations in which collections of the Fondo are lost, interrupted or withheld by the Administrator (hereon, Commingled Collections) and in order to facilitate the Fondo’s payments in accordance with the corresponding Waterfall, the Fondo will have a Commingling Reserve.

Commingled Collections are collections belonging to the Fondo, that have been lost, interrupted or are being retained by the Servicer due to its insolvency.

The amounts of the Commingling Reserve will be deposited at the Fondo’s Reinvestment Account.

Initial size and Targeted Amount of the Commingling Reserve:

The Fondo will have an initial Commingling Reserve of 8,825,000 Euros on the Closing Date. This amount is known as the Targeted Amount of the Commingling Reserve. To Fund this initial amount, the Fondo will obtain a Subordinated Loan for Reserves granted by Citibank España.

On each Payment Date, the Commingling Reserve will be provided with funs from the Interest Available Resources up to the Targeted Amount of the Commingling Reserve.

Use of the Commingling Reserve:

On each Payment Date, the balance of the Commingling Reserve will become part of the Principal Available Resources of the Fondo up to the amount of collections that can be effectively considered Commingled Collections and the maximum Targeted Amount of the Commingling Reserve and in accordance with the Principal Waterfall.

3.4.2.4 Acquisition Reserve

In the event that on a Payment Date of the Accumulation Period an amount remains from the Principal Collections, once the Asset Purchase Price or any Deferred Purchase Price pending from previous Payment Dates are paid, said amount will become the Acquisition Reserve.

The amounts of the Acquisition Reserve will remain deposited in the Reinvestment Account.

During the Accumulation Period, it will be part of the Available Principal Resources and will be applied, when and if necessary, to the Purchase of Additional Assets.

Once the Accumulation Period is over, the balance of the Acquisition Reserve will revert to the Principal Available Resources and will be applied in accordance with the Principal Waterfall.


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3.4.3 Details of any subordinated finance

3.4.3.1 Subordinated Loan for Initial Expenses

The Sociedad Gestora will arrange with Citibank España, in representation and on behalf of the Fondo, with the Seller a commercial subordinated loan agreement for a total amount of 1,950,000 Euros.

The Loan will be disbursed on the Closing Date into the Treasury Account opened at the Paying Agent. The Sociedad Gestora will use the amount of the Loan to pay the initial expenses of the incorporation of the Fondo detailed in section 6 of the Securities Note. If any amount remains the Fondo may use them as Available Resources.

The Loan will accrue at an annual fixed rate of 4.25%, payable on each Payment Date (including the first), subject to the Interest Waterfall and the Liquidation Waterfall established in sections 3.4.6.3 and 3.4.6.5 of the Additional Building Block, provided there are sufficient resources to do so on the corresponding Payment Date.

The amortisation of this Loan will take place on each Payment Date, in an amount equal to the amount remaining of the Available Resources, once prior items in the Principal Waterfall and the Liquidation Waterfall of sections 3.4.6.4 of the Additional Building Block have been paid.

All interest that, in accordance with previous paragraphs, have not been delivered to the creditor will be paid on following Payment Dates in which there are Available Resources to do so, in accordance with the Interest Waterfall (section 3.4.6.3 of the Additional Building Block), or if applicable, the Liquidation Waterfall described in section 3.4.6.5 of the Additional Building Block.

The maturity of the Loan will take place on the date in which it is fully amortised or on the Final Date of the Fondo.

The amounts due and not paid of this Loan will not accrue penalty interest in favour of the creditor.

3.4.3.2 Subordinated Loan for Reserves

On behalf of the Fondo, the Sociedad Gestora will arrange with Citibank España a subordinated commercial loan for a total amount of 19,450,000 Euros.

The amount of this loan will be paid on the Closing Date by deposit into the Reinvestment Account. The Sociedad Gestora will use the Loan to establish the initial provision of the Dilution Reserve and the Commingling Reserve under the terms established in sections 3.4.2.2 and 3.4.2.3 of the Additional Building Block.

The Loan will accrue at a fixed annual rate of 4.25%. Payment of interest will follow the corresponding Interest Waterfall (section 3.4.6.3 of the Additional Building Block) and Liquidation Waterfall (section 3.4.6.5 of the Additional Building Block), to the extent that there are sufficient resources to do so on the Payment Date.

The Loan will mature on each Payment Date in an amount equal to the remaining Available Resources, once all the items of the corresponding Principal Waterfall established in section 3.4.6.4 of the Additional Building Block that precede it have been paid.

All interest that, in accordance with previous paragraphs, have not been delivered to the creditor will be paid on following Payment Dates in which there are Available Resources to do so, in accordance with the Interest Waterfall described in sections 3.4.6.3 of the Additional Building Block or, if necessary, in accordance with the Liquidation Waterfall established in section 3.4.6.5 of the Additional Building Block.

The Loan will mature on the date it is fully amortised or on the Final Date of the Fondo.

The amounts due and not paid of this Loan will not accrue penalty interest in favour of the creditor.

3.4.4 Parameters for the investment of temporary excess amounts and institutions responsible for such investment


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3.4.4.1 Treasury Account

The Fondo will hold a Treasury Account at the Paying Agent (as Provider of the Treasury Account) in accordance with the Paying Agency Agreement, to make all payments due by the Fondo.

On the Date of Incorporation, this Agreement will be signed with Citibank International, plc. Spanish Branch.

Following instructions from the Sociedad Gestora, all payments due to the Fondo will be made through the Treasury Account. In this sense, the Sociedad Gestora will order the transfer of the funds deposited in the Reinvestment Account to the Treasury Account in order to make the payment obligations of the Fondo. Specifically, on the second Business Day prior to each Payment Date, the Sociedad Gestora will order the transfer to the Treasury Account the amounts that correspond to the Available Resources that will be applied on the Payment Date, following the corresponding Waterfall.

Furthermore, on the Closing Date, the resources from the Subordinated Loan for Initial Expenses will be deposited in the Treasury Account.

Without prejudice to the above, and following the instructions of the Sociedad Gestora, the Treasury Account will also receive all amounts normally deposited in the Reinvestment Account if the Provider of such account loses the credit ratings required by the Credit Rating Agencies, as detailed in section 3.4.4.2 below.

The Treasury Account will not have a negative balance against the Fondo and the balances of the Treasury Account will be maintained in cash.

In accordance with the Paying Agency Agreement, the Treasury Account will accrue its balances and will not generate expense for the Fondo.

Criteria linked to DBRS ratings

With independence from the fulfilment of the requirements of the Criteria linked to Fitch ratings section below, in the event that, at any time during the life of the Bonds, the rating of the Provider of the Treasury Account falls below a DBRS long-term BBB rating (not being Under Review Negative), or below any other rating acceptable to DBRS to maintain the current rating assigned to the Bonds, or such rating is withdrawn, the Sociedad Gestora will, in the 30 Business Days following such event, any of the following options to guarantee an adequate level of guarantee for the commitments related to the Treasury Account derived from the Treasury Account Agreement:

a) Obtain from an institution with a minimum DBRS long-term BBB rating (not being Under Review Negative) a first demand unconditional and irrevocable guarantee securing for the Fondo, and merely upon the request of the Sociedad Gestora, prompt payment by the Provider of the Treasury Account of the reimbursement of the amounts deposited at such account during the time such loss of rating is maintained.

b) Transfer the balance of the Treasury Account to an entity with a minimum DBRS long-term BBB credit rating (with no “Under Review Negative”), and arrange the maximum yield possible for its balance. This yield may differ from the one arranged with Citibank International.

Criteria linked to Fitch ratings

With independence from the fulfilment of the requirements of the Criteria linked to DBRS ratings section above, in the event that at any time during the life of the Bonds the short-term unsecured senior debt rating of the Provider of the Treasury Account falls below Fitch’s F-2 and its long-term unsecured senior debt rating falls below Fitch’s BBB+, or below any rating acceptable to Fitch to guarantee the current rating assigned to the Bonds, or any of the ratings are withdrawn, the Sociedad Gestora will, prior consultation with the Credit Rating Agencies and in the 30 Business Days following such event, any of the following options to guarantee an adequate level of guarantee for the commitments related to the Treasury Account derived from the Treasury Account Agreement:


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a) Obtain from an institution with a minimum Fitch short-term unsecured senior debt rating equal or higher than F-2 and a long-term unsecured senior debt rating equal or higher than BBB+, a first demand unconditional and irrevocable guarantee securing for the Fondo, and merely upon the request of the Sociedad Gestora, prompt payment by the Provider of the Treasury Account of the reimbursement of the amounts deposited at such account during the time such loss of rating is maintained.

b) Transfer the balance of the Treasury Account to an entity with a minimum Fitch short-term unsecured senior debt rating equal or higher than F-12 and a long-term unsecured senior debt rating equal or higher than BBB+, and arrange the maximum yield possible for its balance. This yield may differ from the one arranged with the Provider of the Treasury Account.

In the event that the rating of the Paying Agent as Provider of the Treasury Account regains its DBRS BBB rating (with no Rating Watch Negative) and Fitch F-2/BBB+ rating and in the event of situation b) in any of the above scenarios, the Sociedad Gestora will then subsequently return the balance back to the initial Provider of the Treasury Account.

As per contract, the Provider of the Treasury Account will pay all costs related to any of the abovementioned obligations relative to the ratings assigned by DBRS and Fitch. In the event of option b) above, the remuneration and costs related to the functions of the new Provider of the Treasury Account will not be paid by the Provider of the Treasury Account.

The Provider of the Treasury Account must notify the Sociedad Gestora of any lowering of the ratings by the Credit Rating Agencies that may affect the compromises agreed in the Treasury Account Agreement.

3.4.4.2 Reinvestment Account

The Fondo will hold a Reinvestment Account at Citibank España, (the Provider of the Reinvestment Account) in accordance with the Reinvestment Account Agreement, for the Fondo to receive all liquid resources due.

The following are some of the amounts that will be deposited in the Reinvestment Account:

• Income received from the Credit Rights as principal or regular interest payments derived from Credit Cards.

• If applicable, other income from the Debtors or third parties for items other than the payment of principal and regular interest of the Credit Rights and that correspond to the Fondo.

• The amount of the Reserves.

• The result of the liquidation, if and when applicable, of the assets of the Fondo; and

• If applicable, the amount of the Subordinated Loan for Reserves.

The Sociedad Gestora will issue the necessary instructions to make due payments from the Reinvestment Account to the Treasury Account in order to attend the Fondo’s payment obligations to be made through the Treasury Account. Specifically, the Sociedad Gestora will order the transfer, on the second Business Day prior to each Payment Date, to the Treasury Account of the amounts due from the Available Resources and that will be applied on said Payment Date in accordance with corresponding Waterfall.

The Reinvestment Account will not accrue its balances nor generate expense for the Fondo. The balances of the Reinvestment Account will be maintained in cash.

Citibank NA guarantees the balance of the Reinvestment Account, as Guarantor of the Reinvestment Account, in the terms described in section 3.4.4.3.

Criteria linked to DBRS ratings

With independence from the fulfilment of the requirements of the Criteria linked to Fitch Ratings section below, in the event that, at any time during the life of the Bonds, the rating of


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the Provider of the Treasury Account falls below a DBRS long-term BBB rating (with no Under Review Negative), or below any other rating acceptable to DBRS that guarantees the current rating assigned to the Bonds, or such rating is withdrawn, the Sociedad Gestora will, in the 30 Business Days following such event, any of the following options to guarantee an adequate level of guarantee for the commitments related to the Reinvestment Account:

a) Obtain from an institution with a minimum DBRS long-term BBB rating (with no Under Review Negative), a first demand unconditional and irrevocable guarantee securing for the Fondo, and merely upon the request of the Sociedad Gestora, prompt payment by the Provider of the Reinvestment Account of the reimbursement of the amounts deposited at such account during the time such loss of rating is maintained.

b) Transfer the Reinvestment Account to an entity with a minimum long-term DBRS BBB rating (with no Under Review Negative), and arrange the maximum yield possible for its balance. This yield may differ from the one arranged with Citibank España.

c) Transfer the balance of the Reinvestment Account to the Treasury Account as long as the Provider of the latter meets the requirements set out in section b) above.

Criteria linked to Fitch ratings

With independence from the fulfilment of the requirements of the Criteria linked to DBRS ratings section above in the event that at any time during the life of the Bonds the short-term unsecured senior debt rating of the Guarantor of the Provider of the Reinvestment Account falls below Fitch’s F-2 and its long-term unsecured senior debt rating falls below Fitch’s BBB+, or below any other rating acceptable to Fitch that guarantees the current rating assigned to the Bonds, or any of the ratings are withdrawn, the Sociedad Gestora will, prior consultation with the Credit Rating Agencies and in the 30 Business Days following such event, any of the following options to guarantee an adequate level of guarantee for the commitments related to the Reinvestment Account derived from the Reinvestment Account Agreement:

a) Obtain from an institution with a minimum Fitch short-term unsecured senior debt rating equal or higher than F-2 and a long-term unsecured senior debt rating equal or higher than BBB+, a first demand unconditional and irrevocable guarantee securing for the Fondo, and merely upon the request of the Sociedad Gestora, prompt payment by the Provider of the Reinvestment Account of the reimbursement of the amounts deposited at such account during the time such loss of rating is maintained.

b) Transfer the balance of the Reinvestment Account to an entity with a minimum Fitch short-term unsecured senior debt rating equal or higher than F-2 and a long-term unsecured senior debt rating equal or higher than BBB+, and arrange the maximum yield possible for its balance. This yield may differ from the one arranged with the Provider of the Reinvestment Account.

c) Transfer the balance of the Reinvestment Account to the Treasury Account as long as the Provider of the latter meets the requirements set out in section b) above.

In the event that the rating of the Guarantor of the Provider of the Reinvestment Account regains its DBRS BBB rating (with no Rating Watch Negative) and Fitch F-2/BBB+ rating and in the event of situation b) in any of the above scenarios, the Sociedad Gestora will then subsequently return the balance back to the initial Provider of the Reinvestment Account.

As per contract, the Provider of the Reinvestment Account will pay all costs related to any of the abovementioned obligations relative to the ratings assigned by DBRS and Fitch. In the event of option b) above, the remuneration and costs related to the functions of the new Provider of the Reinvestment Account will not be paid by the Provider of the Reinvestment Account.

Any substitution, guarantee or investment is subject to the Credit Rating Agencies’ confirmation of the Bond ratings. The Provider of the Reinvestment Account will pay all costs derived from the breach of the above obligations.

3.4.4.3 Guarantee Agreement.

On behalf of the Fondo, the Sociedad Gestora will sign an agreement with Citibank NA (hereon, the Guarantor) guaranteeing the Fondo, upon request from the Sociedad Gestora, the


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fulfilment of Citibank España’s obligations derived from the Reinvestment Account Agreement and the Management Agreement (jointly and hereon, the Guaranteed Obligations).

The Guarantee Agreement will cover the conditions of the guarantee, which are summarised below.

The Guarantor unconditionally and irrevocably undertakes to pay the Fondo the amount requested, once the Sociedad Gestora, on behalf of the Fondo, delivers written request stating the breach of payment of the Guaranteed Obligations. This is an upon-request guarantee. The obligations assumed by the Guarantor in the Guarantee are abstract and non-ancillary, that is, they are independent from those in the Reinvestment Account Agreement and the Management Agreement.

The Guarantor’s obligations are not affected, and will retain their binding nature, even if (i) the Reinvestment Account Agreement, the Management Agreement or the Guaranteed Obligations are extended or modified; and (ii) in the event of bankruptcy, reorganisation or similar procedure affecting Citibank España.

The Guarantee does not constitute a deposit and is not subject to Art.1822 and following of the Civil Code (therefore, the rights to request and object are not applicable to the Guarantee).

Guaranteed Obligations include, among others, Citibank España’s payment obligations derived from the Reinvestment Account Agreement and the deposit of the amounts deposited on behalf of the Fondo it has collected from the Debtor on each Collection Adjustment Date, in accordance with section 3.4.5. In this case, the amounts originating from the execution of the Guarantee will only be considered Available Resources of the Fondo on a specific Payment Date when they have not been collected by the Fondo from Citibank España, the Servicer of the Credit Cards. Amounts originating in the Guarantor will be deposited in the Treasury Account or in the account designated by the Sociedad Gestora in the name and on behalf of the Fondo. If this collection takes places after the execution of the Guarantee, the amount would be deducted from the Available Resources and paid to the Guarantor unaffected by the corresponding Waterfall.

The Guarantee will remain valid until the first of the following dates (hereon, the Date of the Cancellation of the Guarantee):

(a) the Date of the Liquidation of the Fondo; or

(b) the Final Date; or

(c) the date in which Citibank España notifies Citibank NA and the Sociedad Gestora that is has obtained a DBRS rating equal or higher than BBB (with no Under Review Negative) or a Fitch BBB+/F-2 rating; or

(d) the date established as the cancellation date for the Guarantee in the notification the Guarantor forwards to the Sociedad Gestora (at least 30 days after the notification date).

Notwithstanding the above, the Guarantor is responsible for fulfilling the Guaranteed Obligations generated prior to the Date of the Cancellation of the Guarantee.

3.4.5 Collection of the payments related to the assets.

The Seller, as Credit Right Servicer, will continue to carry out all necessary actions that are pertinent to the Servicing and Payment Collection Policy, summarised in section 2.2.7 of the Additional Building Block, and the quality of service standards, good use and commercial practices that it normally applies in the servicing of its own credit rights to guarantee that all the payments due from the Debtors or third parties obliged to do so, in virtue of the agreements of the said Credit Rights or any other contracts, are collected in accordance with their terms and conditions and on the appropriate dates.

In the event of the Debtors’ payment default, the Seller, as Servicer, will carry out the options described in section 3.7.2 of the Additional Building Block, acting as if it was still holding the ownership of the Credit Right if such actions do not affect the management of the Fondo or the rating assigned to the Bonds by the Credit Rating Agencies.


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Collection Periods shall be the calendar months elapsing between the Date of Incorporation and the extinction of the Fondo. Exceptionally, the first Collection Period will begin on the Date of Incorporation and will end on 31 December 2012. The Seller’s payments, as Credit Right Servicer, will be carried out every Business Day of each Collection Period, into the Reinvestment Account or the account opened in accordance with section 3.4.4 of the Additional Building Block to supplement it or replace it. The amount paid will correspond to the amounts paid by the Debtors on the same Business Day.

Nevertheless, if the Sociedad Gestora considers it necessary in the best interest of the Bondholders and in the event of the forced replacement of the Seller as collection manager for the Credit Rights, it will instruct the Seller to notify each Debtor to pay the amount due directly into the Treasury Account or the account opened to such purpose by the Sociedad Gestora, provided both DBRS’s and Fitch’s criteria requirements described in section 3.4.4.1 of the Additional Building Block are met.

Control of the amounts collected from the Credit Rights.

In the first 5 Business Days of each month the Seller will forward to the Fondo, as information relating to the Credit Rights it administers, a detailed report including the following:

- Outstanding Balance and aggregate amount of Credit Card Withdrawals.

- The amounts received during the previous Collection Period from the established principal from each Credit Right, including prior default recoveries.

- The amounts received during the previous Collection Period from the charges paid from each Credit Right.

- Amounts received during the previous Collection Period from interest from each Credit Right (including prior default recoveries).

- Information on Outstanding Balances and Credit Limits, together with Credit Card Over Credit Limits that have taken place.

- List of Credit Rights declared Defaulted during the previous Collection Period.

- Amount of the default of each Credit Right of principal, due and not paid.

- Amount of the default of each Credit Right of interest, due and not paid.

Additionally, the Seller will provide any other information related to the Credit Rights requested by the Sociedad Gestora and that is necessary to carry out its functions.

The Collections Adjustment Date is defined as the second Business Day immediately prior to each Payment Date. On that Date, the Sociedad Gestora and the Seller will adjust the amounts actually deposited in the Reinvestment Account or the Treasury Account (or at those opened to replace or supplement them) in the Collection Period corresponding to the calendar month immediately prior to such Date, to those that should have correctly been deposited in accordance with each Credit Right agreement.

If there are any discrepancies between the Seller and the Sociedad Gestora with regard to the amount due on the Collections Adjustment Date, both parties will try to settle them. If no agreement is reached prior to the Date in question, the Seller will make a provisional delivery of the amounts established by the Sociedad Gestora –provided they are sufficiently justified by the Sociedad Gestora - to the Fondo, without prejudice to agreeing adjustment to such amount thereafter.

3.4.6 Waterfall.

3.4.6.1 Available Resources.

On the Closing Date Available Resources shall be the funds received from the issue and placement of the Bonds, plus those received from the Subordinated Loans for Initial Expenses and the Subordinated Loan for Reserves.

On each Payment Date, Available Resources will be the following amounts (identified as such by the Sociedad Gestora from the information provided by the Servicer):


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a) Interest Available Resources:

(i) Interest Collection are defined as amounts deposited during the last Collection Period in the Reinvestment Account or the Treasury Account (or additional accounts described in section 3.4.4 of the Additional Building Block) from interest and fees from the Credit Rights, together with any other amounts collected from such until the last day of the previous month (included) that are not considered principal amounts. Interest or fees are the amounts derived from the application of the cost of financing withdrawals, annual fees, cash withdrawal fees, fees from delayed payments and over-credit-limit fees.

(ii) Reinvestment or Treasury Account yields collected during their Interest Collection Periods that are immediately prior to the Payment Date, and from any other account opened by the Sociedad Gestora on behalf of the Fondo.

b) Principal Available Resources:

(i) Principal Collections:

1. Amounts deposited during the last Collection Period in the Reinvestment Account or the Treasury Account (or additional accounts described in section 3.4.4 of the Additional Building Block) from principal from the Credit Rights.

2. In its case, the result of the liquidation of the assets of the Fondo.

3. The Default Retention Amount.

Default Retention Amount on each Payment Date, is the difference between the amount of Accumulated Defaults and the sum of the amounts that have been withheld for the same item in all prior Payment Dates. Accumulated Defaults are the Aggregate Outstanding Balance of the Credit Rights that have defaulted since the Date of Incorporation.

(ii) Surplus amounts from the Subordinated Loan for Initial Expenses following the payment of the expenses of the incorporation.

(iii) Withdrawals from the Reserves, in accordance with sections 3.4.2.2 and 3.4.2.3.

(iv) Amounts deposited in the Acquisition Reserve, as detailed in section 4.2.4 of the Additional Building Block.

(v) Amount corresponding to point (viii) of the Interest Waterfall.

3.4.6.2 Priority Order of Payments on the Closing Date

The Available Resources will be applied, on the Closing Date, to pay for the Credit Rights grouped in the Fondo, the initial expenses of the Fondo, and the provision of the Reserves.

3.4.6.3 Interest Waterfall.

The Interest Waterfall will be applicable on any Payment Date from the Closing Date and until the Date of the Liquidation of the Fondo.

On each Payment Date, Interest Collections will be divided in proportion to the relation between the Outstanding Principal Balance of the Bonds and the Deferred Purchase Price.

The proportional part of the Interest Collections that corresponds to the Deferred Purchase Price will be paid to the Seller directly on each Payment Date and with independence from the Interest Waterfall.

The proportional part of the Interest Collections that corresponds to the Outstanding Principal Balance of the Bonds, plus the remaining Interest Available Resources, will be applied in the following order:

(i) Extraordinary and regular expenses and taxes of the Fondo.

(ii) Payment of A Bond interest.


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(iii) Withholding of Defaults.

(iv) Payment of B Bond interest.

(v) Provision of the Dilution and Commingling Reserves under the terms included in the respective sections.

(vi) Interest accrued by the Subordinated Loan for Initial Expenses.

(vii) Interest accrued by the Subordinated Loan for Reserves.

(viii) Application of any excess resources to the Principal Waterfall.

3.4.6.4 Principal Waterfall.

Principal Collections (except the amount corresponding to Default Retention) will be divided in accordance with the following rules:

- During the Accumulation Period, and on each Payment Date, they will be divided proportionately in accordance with the relationship between the Outstanding Principal Balance of the Bonds and the Deferred Purchase Price on such Payment Date.

- During the Amortisation Period, on each Payment Date, they will be divided in accordance with the relationship between the Outstanding Principal Balance of the Bonds and the Deferred Purchase Price on the Amortisation Starting Date.

The amount that is proportionate to the Deferred Purchase Price will be paid directly to the Seller on each Payment Date, with independence to the Principal Waterfall as deferred purchase price item.

The proportional part of the Outstanding Principal Balance of the Bonds, plus the remaining Principal Available Resources, will be applied in the following order:

(i) In the event of insufficient Available Interest, amounts that correspond to (i) Ordinary and Extraordinary Expenses and taxes of the Fondo and (ii) A Bond interest.

(ii) During the Accumulation Period and with the sum of the amount of Principal Collection and the balances of the Acquisition Reserve as limit, payment of the Purchase Price, of the Deferred Purchase Prices that remain unpaid or, in its case, provision of the Acquisition Reserve.

(iii) During the Amortisation Period, withholding of the Amount Available for Amortisation to be applied to the amortisation of the A and B Bonds, in accordance with the rules of section 4.9 of the Securities Note.

(iv) Amortisation of the principal of the Initial Expenses Subordinated Loan.

(v) Amortisation of the principal of the Subordinated Loan for Reserves.

(vi) Payment of the Variable Commission.

3.4.6.5 Liquidation Date Waterfall.

The Sociedad Gestora will proceed to liquidate the Fondo in the events covered by section 4.4 of the Registration Document and will apply the Available Resources (Interest and Principal) in the following order.

The total amount of the Available Resources will be divided proportionately according to the relationship between the Outstanding Principal Balance of the Bonds and the Deferred Purchase Price at the time of Liquidation.

The proportional part of the Available Resources that corresponds to the Deferred Purchase Price will be paid directly to the Seller on the Date of Liquidation with independence to the Liquidation Waterfall.

The proportional part of the Available Resources that correspond to the Outstanding Principal Balance of the Bonds will be applied in the following order:


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(i) Reserve to cover the tax, administrative and publicity final expenses of the extinction and liquidation.

(ii) Extraordinary and regular expenses and taxes of the Fondo.

(iii) Payment of A Bond interest.

(iv) Amortisation of the A Bonds.

(v) Payment of B Bond interest.

(vi) Amortisation of B Bonds.

(vii) Interest accrued by the Subordinated Loan for Initial Expenses.

(viii) Interest accrued by the Subordinated Loan for the Reserves.

(ix) Amortisation of the principal of the Subordinated Loan for Initial Expenses.

(x) Amortisation of the principal of the Subordinated Loan for the Reserves.

(xi) Payment of the Variable Commission.

3.4.6.6 Other Rules of the Waterfall.

In the event that the Available Resources are insufficient to pay any of the amounts mentioned in previous sections, the following rules will apply:

− The Available Resources will be applied to the different items mentioned above in accordance with the applicable Waterfall and pro rata between those due for payment at the same rank.

− The amounts that remain outstanding will be placed, on the following Payment Date, in the priority level, immediately before their regular position.

− The amounts due by the Fondo and which have not been paid on their Payment Dates will not accrue additional interest.

3.4.6.7 Variable Commission.

The Seller will be entitled to a Variable Commission. This Commission is defined as the difference between (i) all the income of the Fondo derived from the Credit Rights and any other return that might correspond to the Fondo; minus (ii) all the expenses of the Fondo, including interest from any financing of the Fondo necessary for its constitution and operation, and the hedging of any Credit Right defaults included in the assets. On the Date of Liquidation of the Fondo, or the Final Date, the existing surplus following the payment of all the Fondo’s obligations will also be added.

On the Payment Date, the Sociedad Gestora will pay the Commission up to the limit of the Available Resources and in accordance with the Principal and Liquidation Waterfalls once all prior ranking items have been made.

In its case, the perceiver of the Variable Commission will pay all the taxes related to its payment. In the event that the payment may be subject to taxation, the amount to be paid will be reduced in such a way that increasing the taxation, the amount agreed is maintained. This amount will be considered a total amount including any taxation that might be applied to the Fondo.

3.4.6.8 Expenses of the Fondo.

In this section:

- Ordinary expenses of the Fondo shall be those necessary for its regular operation that will accrue or might accrue in the future, among which are the periodical commission of the Sociedad Gestora mentioned in section 3.7.1 of the Additional Building Block, the commission of the Paying Agent, the commission for the servicing of the Credit Rights, the fees of the Credit Rating Agencies for


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monitoring and maintaining the rating of the Bonds, the expenses derived from the accounting registry of the Bonds represented as book entries, annual account auditing expenses, expenses derived from the amortisation of the Bonds and the expenses derived from the advertising and notifications related to the Fondo and/or the Bonds. It is estimated that these Ordinary Expenses (minus the servicing commission of 0,50%) for the first full period will total, approximately, 150,000 Euros, 0.015% of the initial balance of the Issue. As Ordinary Expenses include fixed and variable elements it is not possible to establish a constant estimate of the percentage they will represent of the Aggregate Outstanding Balance of the Credit Rights.

- Extraordinary expenses shall be the expenses related to the liquidation of the Fondo, expenses derived from the preparation and formalisation of the modification of the Deed of Incorporation and the agreements, and also the arrangement of new contracts, the expenses necessary to initiate the foreclosure of the Credit Rights and those derived from the recovery actions necessary, extraordinary audits and legal advice fees, and, in general, any other extraordinary expense borne by the Fondo or the Sociedad Gestora acting in its representation.

3.4.7 Other agreements relevant to the payment of interest and principal to the investors.

3.4.7.1 Paying Agency.

Citibank International will carry out the financial service of the Bond Issue. The Sociedad Gestora, in representation and on behalf of the Fondo will arrange with Citibank International a financial services agreement to carry out the financial agency of the Bonds issued with charge to the Fondo (hereon, the Financial Agency Agreement”).

The Paying Agent obligations derived from this Agreement are summarised as follows:

- On the Closing Date, and once instructions from the Sociedad Gestora are received, carry out standard payments to meet the disbursement process, the subscription and payment of the sale of the Initial Assets (in accordance with the contractual documents of the Fondo). In any event, if there is agreement between the participants, payment of these amounts may be carried out in net amounts.

- On each Payment Date, payment of interest and reimbursement of principal of the Bonds, once the total tax withholdings have been made accordingly with current tax regulations.

- On each Payment Date of the Fondo, carry out any payment required by the Sociedad Gestora in relation to the Fondo.

In accordance with Art.1105 of the Civil Code, the Agreement will be legally cancelled if the Credit Rating Agencies fail to confirm the ratings assigned to the Bonds prior to the Subscription Period or in the occurrence of an unforeseen and unforeseeable event prior to the Subscription Period that prevents the fulfilment of the Direction and Subscription Agreement.

The Paying Agent may subcontract or delegate to third parties with acknowledged capacity, the functions regulated in the Financial Agency Agreement, when (i) legally possible, (ii) there is prior written consent from the Sociedad Gestora on behalf of the Fondo, (iii) the ratings assigned to the Bonds are not lowered, and (iv) the subcontractor or delegate has waived the right to claim any responsibility from the Fondo. The Paying Agent may cancel such subcontracts or delegations under the same terms.

In any event, this subcontracting or delegation will not incur in extra costs or expenses for the Fondo or the Sociedad Gestora. Neither one of them will assume any additional responsibility as a result of such subcontracting or delegation.

The subcontracting or delegation will not adversely affect the ratings assigned to the Bonds by the Credit Rating Agencies. Any subcontracting will notified to the CNMV and must enjoy, if legally necessary, its previous approval.


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The Sociedad Gestora will be entitled to replace the Paying Agent –in all or some of its functions covered in the Financial Agency Agreement- if legally possible and, when necessary, the appropriate authorisations from the relevant authorities have been issued. The replacement will be notified to the CNMV and the Credit Rating Agencies.

Criteria linked to the ratings assigned by the Credit Rating Agencies

A) DBRS

In the event that the long-term debt of the Paying Agent falls below a DBRS BBB rating (with no Under Review Negative), or below any other rating acceptable to DBRS that guarantees the current ratings assigned to the Bonds, or such rating is withdrawn, the Sociedad Gestora will, on behalf of the Fondo, prior notification to the Credit Rating Agencies, in the 30 business days following such event any of the following options that will maintain an adequate level of guarantee in respect of the compromises derived from the Financial Agency Agreement and protecting the ratings assigned to the Bonds:

(i) Obtain from an entity with a minimum long-term debt DBRS BBB rating (with no “Under Review Negative”), an unconditional and irrevocable guarantee, upon request, that the commitments of the Paying Agent will be met;

(ii) Replace the Paying Agent with an entity with a minimum short-term debt DBRS BBB rating (with no “Under Review Negative”) to assume under the same conditions, the duties of the affected institution and established in the appropriate agreement.

B) Fitch

In the event that the short-term senior unsecured debt rating of the Paying Agent falls below Fitch’s F-2 and its long-term senior unsecured debt rating falls below BBB+, or below any other rating acceptable to Fitch that guarantees the current ratings of the Bonds, or such rating is withdrawn, the Sociedad Gestora will, on behalf of the Fondo, prior notification to the Credit Rating Agencies, in the 30 business days following such event any of the following options that will maintain an adequate level of guarantee in respect of the compromises derived from the Financial Agency Agreement:

i) Obtain guarantees or irrevocable undertakings, unconditional and compulsory upon request from the Fondo, from an entity with a minimum unsecured short-term senior debt rating equal or higher than Fitch’s F-2 and an unsecured long-term senior debt rating equal or higher than Fitch’s BBB+, to guarantee the compromises of the Paying Agent;

ii) Replace the Paying Agent with an entity with a minimum unsecured short-term senior debt rating equal or higher than Fitch’s F-2 and an unsecured long-term senior debt rating no lower than Fitch’s BBB+, to assume under the same conditions, the duties of the affected institution and established in the appropriate agreement.

The Paying Agent may terminate the Agreement, with at least a 2-month prior notification to the Sociedad Gestora, in accordance with such Agreement, whenever (i) it is replaced by another entity with a long-term credit rating at least equal to DBRS’s BBB (with no Under Review Negative) and Fitch’s F-2/BBB+, acceptable to the Sociedad Gestora, in the duties established in the Financial Agency Agreement, (ii) the CNMV and the Credit Rating Agencies are notified, and (iii) the Bond ratings assigned by the Credit Rating Agencies are not lowered. Additionally, this termination will not take place, except when authorised by the Sociedad Gestora, until the 20th of the month following the month of the Payment Date that followed the termination notice. In the event that the replacement is a result of the waiver of the replaced institution, the latter will pay all costs derived from the substitution process.

The Paying Agent will pay all costs derived from the fulfilment of the above obligations related to DBRS and Fitch’s criteria, in accordance with this agreement. In the event of option (ii) above, the Paying Agent will not be responsible for the remuneration and costs relative to the functions of the new Paying Agent.


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3.5 Name, address and economic activities relevant to the seller of the securitised assets.

Citibank España is the Seller of the Credit Rights. Its corporate details can be found in section 5.2 of the Registration Document.

The following are Citibank España’s relevant individual data on 30 September 2012, 31 December 2011 and 31 December 2010. This information has been produced in accordance with International Rules for Financial Information applicable in accordance with EC Rule 1606/2002 and the Bank of Spain Circular 4/2004). On the date of the data, Citibank España meets all the capital requirements established by Real Decreto-ley 2/2011. For a required principal capital level of 8%, Citibank España’s principal capital ratio is 18.69% (last available data on 30/6/2012).


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CITIBANK ESPAÑA, S.A.

BALANCE DE SITUACIÓN INDIVIDUAL DE LA ENTIDAD

A 30/6/2012 A 31/12/11 A 30/6/2011 A 31/12/10

ACTIVO

CAJA Y DEPOSITOS EN BANCOS CENTRALES 8.457 48.595 89.939 92.585CARTERA DE NEGOCIACIÓN 0 0 0 0ACTIVOS FINANCIEROS DISPONIBLES PARA LA VENTA 12.186 12.186 6.310 6.310INVERSIONES CREDITICIAS 3.001.646 2.719.491 2.829.708 2.789.431CARTERA DE INVERSIÓN A VENCIMIENTO 0 0 0 0DERIVADOS DE COBERTURA 0 0 0 0ACTIVOS NO CORRIENTES EN VENTA 0 0 0 0PARTICIPACIONES 20.687 40.104 57.434 83.889CONTRATOS DE SEGUROS VINCULADOS A PENSIONES 0 0 0 0AJUSTES A ACTIVOS FINANCIEROS POR MACRO-COBERTURAS 0 0 0 0ACTIVO MATERIAL 7.279 7.687 8.354 8.188ACTIVO INTANGIBLE 7.462 8.348 10.194 12.540ACTIVOS FISCALES 76.756 76.354 70.462 72.687OTROS ACTIVOS 20.855 23.962 26.361 27.032

TOTAL ACTIVO 3.155.328 2.936.727 3.098.762 3.092.662

PASIVO Y PATRIMONIO NETO

CARTERA DE NEGOCIACIÓN 0 0 0 0

OTROS PASIVOS FINANCIEROS A VALOR RAZONABLE CON CAMBIOS EN PÉRDIDAS Y GANANCIAS 0 0 0 0

PASIVOS FINANCIEROS A VALOR RAZONABLE CON CAMBIOS EN PATRIMONIO NETO 0 0 0 0

PASIVOS FINANCIEROS A COSTE AMORTIZADO 2.492.692 2.273.959 2.437.074 2.552.487 Depósitos de bancos centrales 0 0 0 0 Depósitos de entidades de crédito 561.027 1.354.289 1.368.220 1.397.479 Operaciones del mercado monetario a través de entidades de contrapartida 0 0 0 0 Depósitos de la clientela 1.901.368 887.382 1.013.008 1.105.123 Débitos representados por valores negociables 0 0 0 0 Pasivos subordinados 0 0 0 0 Otros pasivos financieros 30.297 32.288 55.846 49.885AJUSTES A PASIVOS FINANCIEROS POR MACRO-COBERTURAS 0 0 0 0DERIVADOS DE COBERTURA 0 0 0 0PASIVOS POR CONTRATOS DE SEGUROS 0 0 0 0PROVISIONES 60.223 66.430 47.418 50.326PASIVOS FISCALES 3.730 3.131 5.925 4.206PERIODIFICACIONES 25.656 26.031 26.752 36.213RESTO DE PASIVOS 208.991 200.229 196.531 40.751CAPITAL CON NATURALEZA DE PASIVO FINANCIERO 0 0

TOTAL PASIVO 2.791.292 2.569.780 2.713.700 2.683.983

AJUSTES POR VALORACIÓN 3.694 3.694 -419 -419 Activos financieros disponibles para la venta 3.694 3.694 -419 -419 Pasivos financieros a valor razonable con cambios en el patrimonio neto 0 0 0 0 Coberturas de los flujos de efectivo 0 0 0 0 Coberturas de inversiones netas en negocios en el extranjero 0 0 0 0 Diferencias de cambio 0 0 0 0 Activos no corrientes en venta 0 0 0 0FONDOS PROPIOS 360.342 363.253 385.481 409.098 Capital, reservas, prima y otros instrumentos de capital 363.253 406.546 406.547 457.705 Resultado del ejercicio -2.911 -43.293 -21.066 -48.607 Dividendos y retribuciones 0 0 0 0INTERESES MINORITARIOS 0 0 0 0

TOTAL PATRIMONIO NETO 364.036 366.947 385.062 408.679

TOTAL PATRIMONIO NETO Y PASIVO 3.155.328 2.936.727 3.098.762 3.092.662

PRO-MEMORIA RIESGOS CONTINGENTES 4.636 10.109 10.270 9.322

INFORMACIÓN FINANCIERA (datos en miles de Euros)


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RESULTADOS INDIVIDUALES DE LA ENTIDAD

A 30/6/2012 A 31/12/11 A 30/6/2011 A 31/12/10INTERESES Y RENDIMIENTOS ASIMILADOS 163.259 329.907 162.171 352.367INTERESES Y CARGAS ASIMILADAS -24.296 -53.622 -26.504 -77.620MARGEN DE INTERESES 138.963 276.285 135.667 274.747RENDIMIENTO DE INSTRUMENTOS DE CAPITAL 15.330 14.046 0 13.712COMISIONES NETAS 15.089 39.079 17.496 40.582RESULTADOS DE OPERACIONES FINANCIERAS (NETO) -5.156 -291 -548 853DIFERENCIAS DE CAMBIO (NETO) 1.028 1.643 827 1.683OTROS RESULTADOS DE EXPLOTACIÓN -4.520 6.697 3.850 8.154MARGEN BRUTO 160.734 337.459 157.292 339.731GASTOS DE PERSONAL -28.724 -90.164 -32.704 -60.706OTROS GASTOS GENERALES DE ADMINISTRACIÓN -60.965 -121.787 -65.508 -133.805AMORTIZACIÓN -3.501 -8.339 -3.578 -6.962DOTACIONES A PROVISIONES (NETO) -438 -2.985 -428 -11.109PÉRDIDAS POR DETERIORO DE ACTIVOS FINANCIEROS (NETO) -69.439 -162.905 -75.088 -193.285RDO DE ACTIVIDADES DE EXPLOTACIÓN -2.333 -48.721 -20.014 -66.136PERDIDAS POR DETERIORO RESTO DE ACTIVOS 0 0 0

Gananias (pérdidas) en la baja de ativos no calificados como corrientes en venta 0 0 0 0

Ganancias (pérdidas) de activos no corrientes en venta no clasificados como operaciones interrumpidas (OTRAS GANANCIAS)

0 1.055 1.055 -50

RESULTADO ANTES DE IMPUESTOS -2.333 -47.666 -18.959 -66.186IMPUESTO SOBRE BENEFICIOS -578 4.373 -2.107 17.579DOTACIÓN OBLIGATORIA A OBRAS Y FONDOS SOCIALES 0 0 0 0RESULTADO DE OPERACIONES CONTINUADAS 0 0 0 0RESULTADO DE OPERACIONES INTERRUMPIDAS (NETO) 0 0 0 0RESULTADO DEL EJERCICIO -2.911 -43.293 -21.066 -48.607

ROA (Beneficio neto / Activos totales medios) % -0,10% -1,47% -0,67% -1,40%ATM 3.064.101 2.942.773 3.127.565 3.461.973ROE (Beneficio neto / Recursos propios medios) % -0,80% -11,16% -5,25% -13,80%RECURSOS PROPIOS MEDIOS 364.567 387.909 401.229 352.143

DESGLOSE DE RECURSOS PROPIOS CONSOLIDADOSNORMATIVA DEL BANCO DE ESPAÑA

A 30/6/2012 A 31/12/11 A 30/6/2011 A 31/12/10Recursos Propios Básicos 384.226 393.827 420.901 439.287Recursos Propios 2ª categoría 17.029 13.908 10.369 9.345TOTAL RECURSOS PROPIOS 401.255 407.735 431.270 448.632

Ratio de capital principal según RDL 2/2011 (%) 18,69% 19,38% 20,07% 22,30%Coeficiente de Solvencia 13,85% 14,28% 14,60% 15,67%Tier I (%) 13,26% 13,79% 14,25% 15,35%Tier II (%) 0,59% 0,49% 0,35% 0,32%

INVERSIÓN CREDITICIA INDIVIDUAL

Cartera Hipotecaria Total 14.355 16.847 17.865 19.521

CALIDAD DEL RIESGO INDIVIDUAL

Riesgo en mora 171.760 160.314 147.603 152.242Con garantía real 775 601 568 625

CEDULAS HIPOTECARIAS

Saldo vivo 0 0 0 0

MOROSIDAD Y COBERTURA INDIVIDUAL

A 30/6/2012 A 31/12/11 A 30/6/2011 A 31/12/10Cobertura constituida Total 106.200 102.393 90.504 94.511Ratios Morosidad 10,51% 9,70% 8,85% 9,88% Morosidad Tarjetas de Crédito 9,77% 9,14% 7,80% 8,53% Morosidad Hipotecaria 5,13% 3,57% 3,08% 3,20% Morosidad resto activos de la entidad 15,15% 15,14% 14,03% 14,90% Provisión Para Insolvencias sobre Morosos 56,00% 58,00% 55,00% 56,47%


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3.6 Return and/or repayment of the securities related to other assets that are not assets of the issuer.

Not applicable.

3.7 Servicer, calculation agent or equivalent.

3.7.1 Administration and representation of the Fondo and the holders of the securities.

InterMoney Titulización, SGFT, S.A. has arranged the Fondo IM CITI TARJETAS 1, as Sociedad Gestora entitled to such effect, and as a consequence, to administrate and legally represent it, under cover of Real Decreto 926/1998.

In relation to the Fondo, the Sociedad Gestora will carry out all appropriate functions included in Real Decreto 926/1998.

The Sociedad Gestora, as third party manager, will represent and defend the interests of the Bondholders and other creditors of the Fondo. As a consequence, the Sociedad Gestora will subordinate its actions to this defence and always in accordance with current legislation.

The Bondholders will have no action against the Sociedad Gestora except when it is in breach of its duties or the Deed of Incorporation and this Prospectus.

3.7.1.1 Management and representation of the Fondo.

The roles and duties of the Sociedad Gestora are among others:

(i) To carry out the accounting of the Fondo, separating it from the Sociedad Gestora’s own accounting and carry out the tax obligations or of any other legal nature that must be carried out by the Fondo.

(ii) To make sure that the amounts received by the Fondo correspond with those due, following the agreements from which those amounts originate. If necessary, it will carry out all judicial and extra-judicial actions necessary to protect the rights of the Fondo and the Bondholders.

(iii) To apply the income of the Fondo to pay its obligations, in accordance with the Deed of Incorporation and this Prospectus.

(iv) To extend or modify contracts subscribed on behalf of the Fondo in order to manage it in the terms set out in the Deed of Incorporation, this Prospectus and current legislation. All necessary authorisations must be obtained, the Credit Rating Agencies must be notified and the interest of the Bondholders must be protected as must the ratings assigned to the Bonds by the Credit Rating Agencies.

(v) To substitute any participant, following the terms established in the Deed of Incorporation and this Prospectus, if in accordance with current legislation, once the necessary authorisations have been obtained and, if necessary, the Credit Rating Agencies are notified and the rating assigned to the Bonds and the interests of the Bondholders are not affected. In particular, in the event that the Seller is in breach of any of its obligations as Credit Card Servicer, the Sociedad Gestora will undertake the necessary measures to ensure the adequate management of the Credit Rights.

(vi) To give the due instructions to the Paying Agent and the Providers of the Reinvestment Account and the Treasury Account and make sure that the amounts deposited in such accounts produce the agreed yield for each agreement.

(vii) Instruct the Paying Agent on the payments due to the Bondholders and, if applicable, to the remaining entities that should carry out any payment.

(viii) To determine and carry out payments for principal and interest from the Subordinated Loans for Initial Expenses and the Reserves.


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(ix) To designate and substitute, if necessary, the Auditor of the Fondo, with the prior authorisations of the CNMV, if appropriate.

(x) To prepare and forward the information reasonably requested by the Credit Rating Agencies, the CNMV or other supervising body.

(xi) To prepare and forward to the relevant bodies the information reasonably requested in accordance with current CNMV regulations, and to prepare and forward to the Bondholders the legally required information.

(xii) To adopt all appropriate decisions towards the liquidation of the Fondo, including the decision of its Liquidation and the Prepayment of the Bonds. Further, to adopt the necessary decisions in the event of the cancellation of the incorporation of the Fondo.

(xiii) Determine the principal to be amortised of each Series on each Payment Date.

(xiv) To exercise the inherent rights of the ownership of the Credit Rights purchased by the Fondo.

(xv) To facilitate any information or notifications required by current legislation to the Bondholders, the CNMV and the Credit Rating Agencies.

The Sociedad Gestora will have all the necessary documentation and data available to the public, as is established in the Deed of Incorporation and this Prospectus.

3.7.1.2 Replacement of the Sociedad Gestora.

The replacement of the Sociedad Gestora will be regulated the procedure set out by Art.18 and Art.19 of Real Decreto 926/1998 and that follows and in accordance with subsequent regulations that may be established.

In the event of its waiver:

(i) The Sociedad Gestora may waive its duties in all or some of the fondos it manages when deemed appropriate and will voluntarily request replacement through a written request to the CNMV that will include the designation of the replacement company. This request will include the request from the new Sociedad Gestora declaring its intention to accept such function and requesting the pertinent authorisation.

(ii) The waiver of the Sociedad Gestora and its replacement must be approved by the CNMV and must comply with the following:

a) The new management company will receive the accounting and IT files from the Sociedad Gestora replaced. Reception will be understood as complete when the new management company can fully carry out its new duties and so notifies the CNMV.

b) The ratings assigned by the Credit Rating Agencies to the Bonds will not be lowered as a result of the replacement proposal.

(iii) Under no circumstance will the Sociedad Gestora waive the exercise of its functions before the completion of the requisites and formalities necessary for the replacement to fully assume its functions.

(iv) All expenses resulting from the replacement will be paid by the Sociedad Gestora and not by the Fondo.

(v) The replacement will be published, in the following 15-days, in two national newspapers and in the bulletin of the organised secondary market where the Bonds are traded. The Sociedad Gestora will notify the replacement to the Credit Rating Agencies.

In the event of its forced replacement:

(i) In the event that the Sociedad Gestora is declared bankrupt it shall designate a replacement in accordance with the previous paragraphs.


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(ii) If 4 months have elapsed from the date of the event forcing the replacement no replacement is found, the Fondo will be liquidated in advance and the Bonds amortised.

The Sociedad Gestora undertakes to grant all the public and private documents necessary for the replacement in accordance with the above paragraphs. The replacing Sociedad Gestora will be subject to the rights and obligations related to the Deed of Incorporation and in this Prospectus. Furthermore, the Sociedad Gestora will forward the new Sociedad Gestora all the documents and accounting and computing registers of the Fondo it holds.

3.7.1.3 Subcontracting.

The Sociedad Gestora is empowered to subcontract or delegate in third parties of recognised capacity the undertaking of any of the services of management and legal representation of the Fondo in accordance with the Deed of Incorporation and this Prospectus, provided the subcontractor or delegate has waived its right to claim against the Fondo. In any event, this subcontracting or delegation (i) will not increase the costs and expenses of the Fondo, (ii) must be legally possible, (iii) will not force the lowering of the ratings assigned to each Series of Bonds, and (iv) will be notified to the CNMV and will obtain, if necessary, its prior authorisation. Notwithstanding any subcontract or delegation, the Sociedad Gestora will not be exonerated or liberated from any of its responsibilities derived from the Deed of Incorporation and the Prospectus and that are legally demandable.

3.7.1.4 Remuneration of the Sociedad Gestora

The Sociedad Gestora will receive an initial fee, and on each Payment Date, from the first Payment Date, a servicing fee accrued monthly and equal to a fixed amount and a variable amount calculated from the Outstanding Principal Balance of the Bonds on the immediately prior Payment Date. This commission is gross and includes any direct or indirect tax or withholding it might be subject to.

In the event of the replacement of the Sociedad Gestora, in accordance with section 3.7.1.2 of this Additional Building Block, payments mentioned in such section may be modified as a result of the selection of the replacing Sociedad Gestora, prior agreement of the new conditions with the Seller.

3.7.2 Management and custody of the securitised assets.

In accordance with the obligation established in Art.2.2.b of Real Decreto 926/1998, the Seller will maintain the servicing and payment collections of the Credit Cards from which the Credit Rights derive (and, if the sale is notified to the Debtors, on behalf of the Fondo), until they are fully matured or until the extinction or liquidation of the Fondo, accordingly. The Seller will subscribe a Management Agreement with the Sociedad Gestora by which it will undertake to carry out all necessary actions to guarantee their success in the terms hereto established for the Servicer.

To this effect, the Servicer may carry out any necessary or convenient action in relation to this role and will enjoy full powers to do so within the limitations established in this section, the Deed of Incorporation and the Management Agreement signed on the Date of Incorporation.

The appointment of the Servicer may be revoked under the terms described in section 3.7.2.4 below.

The Servicer will pay all direct or indirect taxes, withholdings or expenses derived, incurred or that it is subject to or that it has to apply to the custody and servicing of the Credit Rights, despite its rights to their reimbursement by the Debtors or the Fondo, if such expenses are recovered.

As payment for the servicing and payment collection of the Credit Rights the Servicer will receive an annual remuneration of 0,5% of the Aggregate Outstanding Balance of the Credit Cards on the immediately prior Payment Date (hereon, the Servicing Fee) accrued monthly and paid on each Payment Date. This commission is gross and includes any direct or indirect


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tax or withholding it might be subject to. The Fondo will pay this commission, in accordance with appropriate Waterfall.

3.7.2.1 General Compromises of the Seller as Servicer.

The Servicer undertakes to the following:

(i) Undertake any actions necessary to assure the success of the Credit Rights judicially or extra-judicially.

(ii) Take into consideration the rights of the Bondholders in their relation with the Debtors and when carrying out any action derived from the undertaking of the services set out in the Deed of Incorporation and in this Prospectus.

(iii) Comply with all the requests from the Sociedad Gestora in accordance with the Management Agreement, the Deed of Incorporation and in this Prospectus.

(iv) Carry out all necessary actions to maintain in full vigour licenses, approvals and authorisations that might be necessary or convenient in relation with the undertaking of its duties.

(v) Have available all the equipment and personnel necessary to carry out all its obligations.

The Servicer will not be responsible for the debts of the Sociedad Gestora or the Fondo in respect of the Bonds, or of any obligation of the Debtor.

Specifically, the Servicer will not be responsible for any loss, responsibility, claim or expense experienced or incurred by the Sociedad Gestora and/or the Fondo as a result of carrying out the servicing and payment collection of the Credit Rights, except when such losses, responsibilities, claims or expenses are the result of the breach of the Servicer’s obligations. In this case the Servicer will compensate the Fondo and/or the Sociedad Gestora for the (justified) damages and losses suffered as a result of such negligence.

In any event, the Fondo, through the Sociedad Gestora will be entitled to all necessary actions against the Servicer as a result of the breach of its obligations derived from the Management Agreement.

3.7.2.2 Servicing of the Credit Rights.

General Terms. The Servicer will employ the same amount of time and attention and will execute the same level of care and diligence in its servicing the Credit Rights derived from Credit Cards as it would dedicate to such credit rights not sold and, in any event, will exercise an adequate level of care and diligence when carrying out its duties. The Servicer is authorised to modify the servicing and payment collection criteria for the Credit Rights that is included in the Servicing and Collection Management Policy of the Management Agreement, and summarised in section 2.2.7 of the Additional Building Block as long as such modifications do not damage the servicing of the Credit Rights, are notified to the Sociedad Gestora and the Credit Rating Agencies, and the rating of the Bonds is not affected. Specifically, when the Bond ratings are not lowered or when there exists express authorisation from the Bondholders and the remaining counterparties of the Fondo. Among others, the Servicer will carry out the following activities: (i) To maintain all the deeds, contracts, documents and files related to the Credit Rights

serviced that originate from the Credit Cards (including their corresponding Credit Card Agreements) and of any accessory right and related documents under safe custody, and to not relinquish their custody or control unless there is authorisation from the Sociedad Gestora, on behalf of the Fondo, unless (i) it is in favour of the subcontractor or delegate appointed in accordance with this section and current regulations, or (ii) to allow the Servicer to initiate their foreclosure proceedings.


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(ii) In accordance with section 3.4.5 of the Additional Building Block, the Servicer will carry out the actions pertinent to the Servicing and Collection Management Policy and the usual standards of quality service and good commercial practices that it usually applies when servicing its own credit rights, in order to guarantee the collection of Debtor or third party payments (such as insurance companies) that are due from each Credit Card agreement and any other ancillary right, on the corresponding dates. The Servicer undertakes to carry out all necessary actions to guarantee the success of the Credit Rights. The Servicer will deposit all Credit Card Collections made on each Collection Period in the Reinvestment or Treasury Accounts daily, as detailed in section 3.4.5 of this Additional Building Block.

Procedure in the event of arrears In the event of the Debtors’ Credit Right arrears, the Servicer will carry out the standard procedures applicable if it held the ownership of the Credit Rights and in accordance with good banking practice usually applied to its own Credit Rights and the Servicing and Collection Management Policy. Among other actions, the Seller may temporarily reduce the applicable interest rate for outstanding amounts, readjust monthly payments and agree partial payments with Debtors, as long as such actions does not affect the management of the Fondo, or the Bond ratings assigned by the Credit Rating Agencies, except under the circumstances described in section 3.7.2.3 of this Additional Building Block. All legal actions undertaken by the Servicer to reclaim and collect the amounts owed by the Debtors are also included. The Services must advance any expenses necessary to carry out these actions without prejudice to its right to be reimbursed by the Fondo (except if the Servicer recovers such expenses from the Debtor.

Legal Actions

The Servicer and the Sociedad Gestora, as legal representative of the Fondo, will carry out the appropriate actions against the Debtors that are in breach of their Credit Right payment obligations. These actions will follow necessary judicial or extrajudicial channels in accordance with the Servicing and Collection Management Policy and standard quality of service and good commercial uses and practices normally used by the Servicer to service its own Credit Rights. As a result of this and when necessary, in the Deed of Incorporation the Sociedad Gestora grants the Servicer a wide and sufficient enough legal power so that it may, acting through any of its authorised representatives, in accordance with the instructions of the Sociedad Gestora in the name and on behalf of the Fondo, or in its own name but on behalf of the Sociedad Gestora, request through any judicial or extrajudicial method the Debtor’s payment of the debt, and to judicially act against them making use of its faculties as Servicer. If necessary, these powers may be extended and modified through another deed. Once the judicial or extra-judicial procedures to claim the amounts due from the Debtor are initiated, the Servicer must protect the interests of the Fondo at all times, and will carry out the least damaging actions during the corresponding procedure. The Servicer undertakes to duly notify of the extra-judicial payment claims made to Debtors. Equally, the Servicer undertakes to notify every month of the situation of the judicial or extra-judicial procedures initiated against the Debtors, together with any other circumstances that affect the collection of the amounts due and the Credit Right outstanding payments. Further, the Servicer will provide the Sociedad Gestora with all the documentation requested in relation with such Credit Rights, and in particular, the specific documentation necessary for the Sociedad Gestora to initiate or continue, in each case, the judicial or extra-judicial actions.

3.7.2.3 Credit Right modifications.

The Servicer is authorised to agree modifications of the interest rate and payment conditions (including Minimum Amount) of the Credit Cards in accordance with its standard banking practice, provided the conditions established in this section are verified.


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When renegotiating the interest rate, the Seller must make sure that the new conditions equal the market and are no different from the ones the Servicer applies in the renegotiation or the approval of its Credit Cards.

At any time during the life of the Fondo, the Sociedad Gestora, on behalf of the Fondo, may cancel or suspend the Servicer’s authorisation to modify the Credit Card conditions, if such actions damage the interests of the Fondo and the Bondholders and they may affect the Bond ratings assigned by the Credit Rating Agencies.

Modification of the conditions of the agreement of a Credit Card sold to the Fondo will not breach the declarations and guarantees assigned by the Seller in the Deed of Incorporation.

In the event of the renegotiation of any Credit Right, the Servicer will notify the Sociedad Gestora of the resulting conditions, without prejudice to what is established in this section for the renegotiation of the interest rate.

Without the authorisation of the Sociedad Gestora, the Servicer may not voluntarily cancel outstanding Debtors for reasons other than payment, waiver, remit in part or in full, extend or, in general, carry out any act that might diminish the rank, legal validity or economic value of the Credit Rights, except authorised modifications. Regarding arrears management policies, the Servicer will pursue standard practice but will notify the Sociedad Gestora in advance of any action that may reduce the economic value of the Credit Right so that the latter may evaluate such action.

The Credit Card modifications established in this section will be included in the detailed report the Seller forwards the Sociedad Gestora in the first 5 Business Days of each month, in accordance with section 3.4.5 of the Additional Building Block.

The Servicer must always act with the interests of the Fondo in mind when negotiating modifications.

The Seller or the Debtor will pay any expenses derived from the modification of the Credit Cards and will not be paid, in any situation, by the Fondo.

3.7.2.4 Replacement of the Servicer.

Legal capacity of the Sociedad Gestora

As only legal representative of the Fondo and responsible for its management, and in virtue of the obligation to defend the interest of its creditors (Art.12.2.f of Real Decreto 926/1998), it is the responsibility of the Sociedad Gestora to contract, on behalf of the Fondo, the servicing of the Credit Rights included in its assets. Furthermore, it is the exclusive responsibility of the Sociedad Gestora to decide on the replacement of the entity in charge of such management for a better defence of the interests of the creditors of the Fondo. This legal capacity is detailed in section 3.7.1.1 of this Prospectus.

Procedure to guarantee the continuity of the servicing of the Credit Rights

Taking into consideration the importance of the consequences of the deterioration or interruption of the servicing duties to the interests of the creditors of the Fondo, management surveillance and control mechanisms have been put in place, together with a procedure that seeks to minimize the risk of interruption of such services.

Commitments of the Sociedad Gestora

The Sociedad Gestora, through the Management Agreement, assumes specific obligations in order to preserve the correct servicing of the Credit Rights throughout the life of the Fondo and, in particular, in the events of the replacement of the Servicer. Among other obligations, the Sociedad Gestora undertakes:

• The surveillance of the correct management of the Credit Rights. This implies the individual monthly control of each Credit Right.

• The full availability of the information necessary to carry out all the management functions of the Credit Rights be it by the Sociedad Gestora or by a third party different from the original Servicer. This obligation, in respect of personal data, is conditioned by Ley Orgánica 15/1999 or Data Protection Act and its subsequent developments.


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• The obligation to have the proven technical capacity to transfer information to third parties, with experience in the management functions of the Credit Rights.

• To promote, and if applicable execute the replacement of the Servicer under the terms established in the Deed of Incorporation and the Prospectus.

Commitments of the Servicer

Within the commitments undertaken by the Servicer in the Management Agreement are the following:

• To provide the Sociedad Gestora with all the information related to the Credit Rights in order to carry out their individual surveillance and control. This information must be sufficient to enable experienced third parties to carry out the management.

• On the Date of Incorporation, the Servicer will make available a register with the personal data necessary to issue the collection orders to the Debtors (hereon, Personal Data Register or PDR). It will notify the Sociedad Gestora and the Key for decrypting the file will be deposited at a Notary. Diffusion of this file is protected by the Data Protection Act.

• In the event of the replacement of the Servicer, to collaborate with the Sociedad Gestora and the new Servicer in the replacement process.

• To grant all necessary acts and agreements in which the Servicer must take part to effectively carry out the transfer of functions to the new servicer.

Servicer Alert

The Sociedad Gestora, as part of its role of surveillance and control of the management of the Credit Right, is in a position to detect breaches in the level of diligence expected from the Servicer. It is the obligation of the Sociedad Gestora to identify if the nature of the deterioration of the service will require the replacement of the Servicer. If this need is confirmed, the Sociedad Gestora will notify:

• the Servicer.

• The CNMV, as supervisor of the Fondo.

• The Bank of Spain, as supervisor of the Servicer.

• The creditors of the Fondo, through a Relevant Fact.

• The bankruptcy administrator for the Servicer, if applicable.

• The Credit Rating Agencies.

A Servicer Alert will be: (i) any interruption of the flow of periodical information originating at the Servicer and (ii) the deterioration of the contents of such information. In any event, and irrespective of the causes the Sociedad Gestora believes may trigger the procedure that predates a possible replacement, an Administration Alert will also be: (iii) the deterioration of the solvency of the Servicer, measured by its breach of the expected level of capital described in Real Decreto-ley 2/2011 during a period of 6 months and (iv) when the Servicer is declared bankrupt.

Procedure predating the replacement of the Servicer In the event of a Servicer Alert or the Sociedad Gestora considers there is a possible Servicer Alert and, the replacement is a distinct possibility, the following procedure will take place:

• The Sociedad Gestora will request the RDP Key deposited at the Notary.

• The Sociedad Gestora will carry out tests issuing Credit Card payment bills to the Debtors of the Credit Rights and will subject this process to external audit it considers necessary to guarantee its precision.


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• The Sociedad Gestora will select an entity to replace the Servicer. To this end, it will contact entities supervised by the Bank of Spain and duly registered in the following order of preference:

1. Banks, Savings Banks and Credit Cooperatives, incorporated as public limited companies in Spain.

2. Branches of EU credit entities with a permanent establishment in Spain.

3. Branches of non-EU credit entities with a permanent establishment in Spain.

4. Financial Credit establishments, incorporated as public limited companies in Spain.

5. If none of the above can be appointed, other type of entities.

• To designate the new servicer, the Sociedad Gestora will take into consideration: (i) experience in the servicing of Credit Rights, (ii) experience in the management of assets in arrears, (iii) experience in the management of defaulted assets, (iv) presence in the territory, (v) solvency, (vi) availability of information and control systems and mechanisms, and (vii) cost. The Sociedad Gestora may request expert reports (paid for by the Fondo) to conclude the decision making process.

Specific Servicer replacement situations In any event, the replacement of the Servicer must be justified by:

i. Breach of the servicing obligations, proven by the Sociedad Gestora.

ii. A corporate, administrative or legal decision to liquidate and dissolve the Servicer.

iii. The disappearance of the Servicer for any other reason.

iv. The occurrence of events related to the Servicer that, in the opinion of the Sociedad Gestora, imply damage or risk to the financial structure of the Fondo or to the rights and interests of the Bondholders.

As an alternative to replacement, the Sociedad Gestora may instruct the affected Servicer to subcontract or delegate such functions to another entity that, in its opinion, has the technical capacity to carry them out.

The Sociedad Gestora will take into consideration proposals made by the Seller in relation to its replacement. The Servicer is obliged to carry out such subcontracting or delegation.

The replacement of the Servicer will follow the terms and conditions established in the Management Agreement.

Contingency plan to replace the Servicer In accordance with the Management Agreement, once the Sociedad Gestora has made the decision to replace the Servicer, the following processes will take place:

a) Formalisation of the new management agreement or subrogation of the current agreement with the New Servicer.

b) Activation of the information recovery procedure necessary for the management of the Credit Cards. This includes:

▪ Credit Right database and document transfer from the Servicer.

▪ Recovery of the PDR file generated by the Servicer. ▪ Forwarding of all the Credit Right data in the hands of the Sociedad Gestora

to the new servicer.

c) Activation of the process to notify the Debtors of the sale together with the updating of the payment instruction process. This process will follow the terms set out in the Deed of Incorporation and the Prospectus.

d) Notification of the decision to replace to all parties involved, including the CNMV and the Credit Rating Agencies.


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In any event, the Sociedad Gestora may consider the following as causes for the Liquidation of the Fondo, under the terms described in section 4.4.3 of the Registration Document:

(i) A reasonable expectation that the replacement process could take longer than 6 months, or

(ii) Once the process has been set in motion, it takes longer than 9 months to conclude.

3.7.2.5 Subcontracting of the servicing duties of the Credit Rights.

The Servicer is empowered to subcontract or delegate to third parties of recognised solvency and capacity, the undertaking of its services or to cancel such agreements, when it is acceptable under current law and (i) there is written authorisation from the Sociedad Gestora, (ii) it does not downgrade the rating of the Bonds, and whenever (iii) the subcontractor or delegate has waived the right to claim any responsibility from the Fondo.

In any event, this subcontracting or delegation will not incur in extra costs or expenses for the Fondo or the Sociedad Gestora. Notwithstanding any subcontract or delegation, the Servicer is not exonerated from any of the agreed responsibilities. The Sociedad Gestora will notify the subcontracting to the CNMV and will obtain its prior authorisation, if legally required.

3.8 Name, address and brief description of any counterparty in swap, credit, liquidity or account operations.

Citibank España is the counterparty of the Fondo for the following operations:

(i) Subordinated Loans: Subordinated Loan for Initial Expenses and Subordinated Loan for Reserves, described in section 3.4.3 of the Additional Building Block.

(ii) Reinvestment Account: Reinvestment Account Agreement, described in section 3.4.4.2 of the Additional Building Block.

(iii) Management Agreement.

Citibank International is the counterparty of the Fondo as Paying Agent through the Financial Agency Agreement, described in section 3.4.7.1 of this Additional Building Block and in section 3.4.4.1 in respect of the Treasury Account.

Citibank NA is the counterparty of the Fondo in the Guarantees Agreement, described in section 3.4.4.2 of this Additional Building Block.

4 REPORTING.

The Sociedad Gestora will publish the information related to the Fondo in the manner generally accepted by the market and which guarantee its adequate diffusion in time and content, including the assets and liabilities of the Fondo described in this sections unless another method is set out legally or in this Prospectus.

The information set out in this section will be available on the web site of the Sociedad Gestora: www.imtitulizacion.com.

The Sociedad Gestora will make available to the public all the documentation and information required by the Deed of Incorporation and the Prospectus.

The publication of this information will not affect any other to which the Sociedad Gestora is obliged to, in the name and in representation of the Fondo. In any event, this information will comply with the requisites of Circular 2/2009 and any other requirements established by the CNMV.

4.1 Notification of the amounts due from principal and interest to be paid to the Bondholders.


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Payment of interest and amortisation of the Bonds will be published using channels generally accepted by the market that guarantee the adequate diffusion in time and content.

Notification Dates of Payments by the Fondo to the Bondholders: the second Business Day immediately prior to each Payment Date.

4.2 Periodical information.

The Sociedad Gestora’s notifications to Bondholders derived from the above will be carried out as follows:

• The Sociedad Gestora will issue a monthly report including the following information:

- The Outstanding Balance, Open-to-Buy and Credit Limit of the Credit Cards.

- The Credit Right payment rate.

- The default rate of the Credit Rights.

- The Credit Card Aggregate Outstanding Balance that has become defaulted during the previous calendar month.

- The accumulated Outstanding Balance that is in default since the start of the Credit Card operation.

- The average interest rate of the Credit Right portfolio.

- The balances of the accounts of the Fondo.

• Each month and in the 7 Business Days following each Payment Date, and in addition to the abovementioned monthly information, the Sociedad Gestora will issue a report with the following information:

- The Outstanding Principal Balance of the Bonds of each Series before and after the corresponding payment of the Payment Date of the current month.

- The amortised principal of the Bonds of each Series.

- The percentage of Bonds of each Series pending amortisation.

- The interest accrued by the Bonds of each Series.

- If applicable, the principal balance not paid to the Bondholders due to the lack of funds.

- If applicable, Bond interest of both Series accrued on previous Payment Dates and that remain unpaid.

The Sociedad Gestora will present the CNMV with the annual audited accounts of the Fondo together with their audit reports in the 4 months following the end of the fiscal year of the Fondo that coincides with the calendar year.

The Management Board of the Sociedad Gestora has designated KPMG as auditor of the Fondo. The Management Board of the Sociedad Gestora will notify the CNMV of any change in the designation of the auditors.

4.3 Obligations to notify relevant facts.

During the life of the Fondo, the Sociedad Gestora, as its representative, undertakes to immediately notify in writing the CNMV, the Credit Rating Agencies and the Bondholders (using the most adequate means of communication, including the web site of the Sociedad Gestora) of the occurrence of any relevant fact related to the Credit Rights, the Bonds, the Fondo or the Sociedad Gestora itself, which may affect the trading of the Bonds, and specifically, of the amount due to the Bond holders on each Payment Date, both for principal and interest, and in general, of any relevant changes in the assets or liabilities of the Fondo.

4.4 Information to the Comisión Nacional del Mercado de Valores.


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The Sociedad Gestora will notify the CNMV of the information, both periodical and extraordinary set out in previous sections and any other information that, with independence to the above, is required by the CNMV or current legislation.

4.5 Information to the Credit Rating Agencies.

As soon as it becomes available, the Sociedad Gestora will supply the Credit Rating Agencies with the periodical information and extraordinary information on the Fondo and the behaviour of the Credit Rights so they may monitor the rating of the Bonds. It will equally supply this information when reasonably required to do so and, in any event, when there is a significant change to the conditions of the Fondo, in the contracts the Sociedad Gestora has arranged or in interested parties.

Madrid, 22 November 2012

José Antonio Trujillo del Valle

InterMoney Titulización, S.G.F.T., S.A.

CHAIRMAN


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DEFINITIONS

A Series 8,400 Bonds, totalling 840,000,000 Euros.

Accumulated Defaults The Aggregate Outstanding Balance of the Defaulted Credit Cards.

Accumulation Period Period between the Date of Incorporation of the Fondo and the Amortisation Starting Date. It has a 3-year duration starting from the first Payment Date of the Fondo (January 2013).

Acquisition Period

Each of the Purchase Dates that fall between the Deed of Incorporation (excluded) and the Liquidation Date of the Fondo.

Acquisition Reserve Balance comprising the Excess Collections, if such exists, deposited in the Reinvestment Account on each Payment Date.

Additional Assets Amount of Additional Withdrawals sold to the Fondo on each Purchase Date.

Additional Withdrawals For each Credit Card, the sum of Debtor withdrawals during a specific period.

Additional Building Block Additional module on the securities backed by assets, outlined by of Annex 8 of Regulation 806/2004.

Administration Alert Alerts issued by the Sociedad Gestora for the surveillance and control of the Credit Right management, under the terms established in section 3.7.2.4 of the Additional Building Block of the Prospectus.

AIAF AIAF Mercado de Renta Fija, S.A. a regulated debt (or fixed-rate) market trading assets issued by industrial companies, financial entities and territorial public administrations to obtain funding for their activities.

Aggregate Additional Withdrawals

The sum of the Additional Withdrawals of the Credit Cards.

Aggregate Credit Limit

The sum of the Credit Limits of the entire group of Credit Cards.

Aggregate Outstanding Balance

The sum of the Outstanding Balances of all the Credit Cards.

Amortisation Starting Date The first Payment Date of the Amortisation Period, 22 January 2016.

Amortisation Period Period between the Amortisation Starting Date and the Date of Liquidation of the Fondo.

Amount Available for Amortisation

The lesser of the following amounts: the Principal Available Resources once items included in section (i) of the Principal Waterfall of section 3.4.6.4 of the Additional Building Block have been taken care of and the Theoretical Amount of Amortisation.


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Arrears Rate Percentage of the Outstanding Balance of the Portfolio that has payment delays in excess of 90 days.

Assets or Credit Rights The credit rights grouped as assets of the Fondo originating from Credit Cards granted to the Debtors and comprising the Eligible Portfolio.

Audit Report of the Credit Rights

Report detailing the result of the attribute audit carried out by KPMG on 31 October 2012, to comply with Art.5 of Real Decreto 926/1998.

Auditor KPMG, S.L.

Available Resources Funds available to the Fondo on each Payment Date for payments in accordance with section 3.4.6 of the Additional Building Block.

B Series 1,600 Bonds, totalling 160,000,000 Euros.

Bankruptcy Act Ley 22/2003, de 9 de julio, Concursal.

Bond Issue or Issue Securitised bond issue charged to the Fondo for 1,000,000,000 Euros, arranged in 10,000 bonds of 100,000 Euros each and grouped in Series A and B.

Bonds Bond issued in Series A and B.

Business Day Any day that is not (i) Saturday, (ii) Sunday, (iii) holiday in the city of Madrid, or (iv) holiday according to the TARGET2 calendar (Trans European Automated Real-Time Gross Settlement Express Transfer System).

CET Central European Time.

CGML Citigroup Global Markets Limited.

Charge offs Percentage of the Outstanding Balance that corresponds to the Defaulted Credit Rights.

Circular 2/209 Circular 2/2009, de 25 de marzo, de la Comisión Nacional del Mercado de Valores, sobre normas contables, cuentas anuales, estados financieros públicos y estados reservados de información estadística de los Fondos de Titulización.

Citibank International Citibank International PLC, Spanish Branch.

Citibank España Citibank España, S.A.

Clifford Chance Clifford Chance, S.L.

Closing Date 30 November 2012, day in which the full amount for the Bond subscription must be paid.

CNMV Comisión Nacional del Mercado de Valores.

Collection Accounts Each of the current accounts linked to each Credit Card where Citibank carries out monthly direct debits to charge the corresponding amount due from each Card.

Collection Adjustment Date Second Business Day prior to each Payment Date, day in which the Sociedad Gestora and the Seller will adjust the amounts effectively deposited in the Reinvestment Account, or the account that supplements it, during the Collection Period that corresponds to the calendar month immediately prior to such date, with those that should have been deposited, in


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accordance with each Credit Rights agreement.

Collection Period Each calendar month from the Date of Incorporation until the extinction of the Fondo. The first Collection Period will begin on the Date of Incorporation and will end on 31 December 2012.

Commingled Collections Collections that belong to the Fondo and have been paid by the Debtors but remain withheld by the Servicer due to its situation of insolvency.

Commingling Reserve Credit enhancement mechanism to counteract possible losses derived from situations in which the collections that belong to the Fondo are lost, suspended or withheld by the Servicer (Commingled Collections) and in order to allow the payments the Fondo must make in accordance with the relevant Waterfall.

Credit Cards Each credit card sold to the Fondo on the Date of Incorporation.

Credit Limit The maximum amount a Debtor can charge the Credit Card.

Credit Rating Agencies DBRS and Fitch, agencies assessing the financial risk of the Bonds.

Credit Rights Credit Rights derived from the Credit Cards comprising the Eligible Portfolio sold to the Fondo.

Data Protection Act Ley Orgánica 15/1999, de 13 de diciembre, de Protección de Datos de Carácter Personal.

Date of Incorporation The date of the granting of the Deed of Incorporation, 23 November 2012.

DBRS DBRS Ratings Limited, one of the Credit Rating Agencies.

Debtors Individuals that are holders of Credit Cards included in the Eligible Portfolio.

Deed of Incorporation The public deed of Incorporation of the Fondo, Citibank España’s sale of the Credit Rights to the Fondo, and the Fondo’s issue of the Bonds.

Default Retention On each Payment Date, the difference between Accumulated Defaults and the sum of the different amounts withheld as such on each previous Payment Date.

Defaulted Credit Rights or Defaulted Credit Cards

Credit Rights that (a) on a specific date remain unpaid for over 180 days, (b) are classified as defaulted by the Sociedad Gestora because it is doubtful they will be fully paid or (c) the Debtor has been declared insolvent.

Deferred Purchase Price The amount of the purchase price deferred by the Fondo.

Dilution Reserve Credit enhancement mechanism to counteract possible losses derived from the Credit Card Dilutions and allows the Fondo to make the payments that are due in accordance with the relevant Waterfall.


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Dilutions Reduction in the Aggregate Outstanding Balance of the Credit Cards that corresponds with any of the following situations: (i) amount generated by the Debtor’s return or rejection of a product or service, of which the Debtor has made a claim or if such amount has been compensated by the Debtor; (ii) the amount of the bill deducted by the Seller or the Servicer due to discounts, special offers or errors (including errors made by the Servicer) and (iii) amounts resulting from fraud or inappropriate uses of the Credit Cards.

Direction and Subscription Agreement

Agreement signed on 23 November 2012, by the Sociedad Gestora, in the name and on behalf of the Fondo, and Citibank España, as Subscriber of the Issuer and CGML as Director.

Director Citigroup Global Markets Limited (CGML).

Early Liquidation Events Events described in section 4.4.3 of the Registration Document.

Eligible Portfolio The Credit Card portfolio audited on 31 October 2012, that the Seller has in its balance and from which the Credit Rights to be sold to the Fondo derive, in accordance with section 2.2 of the Additional Building Block. The Eligible Portfolio, on such date, included 595,663 Credit Cards issued by Citibank España to private individuals. On this date, the Credit Cards had an Outstanding Balance of 1,046,582,754 Euros and an Open-to-Buy of 1,188,659,634 Euros. The Aggregate Credit Limit of the Eligible Portfolio on the same date was 2,235,242,387 Euros.

Estimated Amortisation Date

22 May 2018, the Payment Date in which, based on the behavioural data of the portfolio and the characteristics of the liabilities issued by the Fondo, it is estimated that the Bonds will be fully amortised, taking into consideration that the amortisation begins on 22 January 2016.

Excess Spread On any Payment Date, the annual ratio that results from dividing: (a) the Interest Available Resources of each period minus (i) the amount of the Defaulted Credit Rights adjusted in proportion to the Deferred Price and the Outstanding Principal Balance of the Bonds, (ii) ordinary and extraordinary expenses of the Fondo during the period and (iii) A and B Bond interest during such period; by (b) the Aggregate Outstanding Balance of the Credit Cards adjusted in proportion to the Deferred Price and the Outstanding Principal Balance of the Bonds.

Extraordinary Expenses Expenses originating from the liquidation of the Fondo, from the preparation and formalisation of the modifications of the Deed of Incorporation and the agreements, including additional agreements reached, expenses resulting from the foreclosure of the Credit Rights and those derived from recovery actions, extraordinary audit expenses, legal advice and, in general, any other extraordinary expense paid by the Fondo or the Sociedad Gestora, as its representative. Other agreements relative to interest and principal payments to investors.

Final Date 22 May 2020. This day is the result of adding 24 months to the Estimated Amortisation Date.


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Financial Agency Agreement

Agreement regulating the financial service of the Bonds and the opening of the Treasury Account, signed by the Sociedad Gestora, on behalf of the Fondo, and Citibank International, as Payment Agent on the Date of Incorporation.

Fitch Fitch Ratings España, S.A.U., one of the Credit Rating Agencies.

Fondo IM CITI TARJETAS 1 4, Fondo de Titulización de Activos.

Guarantee Citibank España’s obligations guaranteed through the Guarantee Agreement.

Guarantees Agreement Agreement signed by the Sociedad Gestora, on behalf of the Fondo, with Citibank NA that will guarantee to the Fondo, upon request from the Sociedad Gestora, Citibank España’s obligations derived from the Reinvestment Account Agreement and the Management Agreement.

Guarantor Citibank NA.

IBERCLEAR Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.

Initial Aggregate Outstanding Balance

The Aggregate Outstanding Balance of the Credit Cards sold to the Fondo on the Date of Incorporation.

Initial Assets Aggregate Outstanding Balance of the Credit Card finally sold to the Fondo.

Initial Balance of the Bonds

Total amount of the issue of Bonds: 1,000,000,000 Euros.

Interest Accrual Period Period of time between two consecutive Payment Dates (including the first and excluding the last), except for the first Interest Accrual Period which will commence on the Closing Date (included) and will end on the first Payment Date (excluded).

Interest Available Resources

The sum of (i) Interest Collections and (ii) Reinvestment Account or Treasury Account yields ruing their respective Interest Accrual Periods that falls immediately prior to the Payment Date and of any other account that the Sociedad Gestora has opened on behalf of the Fondo.

Interest Collection Interest and charges from the Credit Rights deposited at the Reinvestment Account, Treasury Account or any other account described in section 3.4.4 of the Additional Building Block, during the last Collection Period and any other item charged to them until the last day of the previous month (included) and that is not considered collection of principal.

Interest Waterfall Order in which the Interest Available Resources will be applied to attend the payment or withholding obligations of the Fondo.

InterMoney Titulización InterMoney Titulización SGFT, S.A.


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IRR Internal Rate of Return as described in section 4.10 of the Securities Note.

Issuer IM CITI TARJETAS 1, FONDO DE TITULIZACIÓN DE ACTIVOS.

KPMG KPMG Auditores, S.L.

Ley 19/1992 Ley 19/1992, de 7 de julio, sobre Régimen de Sociedades y Fondos de Inversión Inmobiliaria y sobre Fondos de Titulización Hipotecaria y sus modificaciones.

Ley 2/1981 Ley 2/1981, de 25 de marzo, de Regulación del Mercado Hipotecario.

Ley 3/1994 Ley 3/1994, de 14 de abril, por la que se adapta la legislación española en materia de Entidades de Crédito a la Segunda Directiva de Coordinación Bancaria y se introducen otras modificaciones relativas al sistema financiero.

Ley de Enjuiciamiento Civil Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil.

Liquidation Liquidation of the Fondo and, as a consequence, amortisation of the Bonds on a date prior to the Final Date, in the events and following the procedure established in section 4.4.3 of the Registration Document.

Liquidation Date Date in which the Sociedad Gestora will liquidate the Fondo as a result of any of the Events for Liquidation listed in section 4.4.3 of the Registration Document.

Liquidation Waterfall Order in which the Liquidation Available Resources will be applied on the Final Date or on the Payment Date in which the Liquidation takes place, to attend the payment or withholding obligations of the Fondo.


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Management Agreement Agreement regulating the custody and management of the Credit Rights, signed by the Sociedad Gestora, in the name and on behalf of the Fondo, and Citibank España, as Servicer on the Date of Incorporation.

Maximum Size of the Fondo

Maximum amount of assets that the Fondo may purchase. This Size has been calculated taking into consideration the Eligible Portfolio's Outstanding Balance and Open-to-buy on the Date of Reference plus a level of aggregated Excess for the entire Portfolio of 10%. This amount totals 2,460,000,000 Euros.

Minimum Amount The minimum amount each Debtor must pay every month from the Card’s Outstanding Balance.

Net Outstanding Balance The Outstanding Balance on the Date of Incorporation minus the Debtors’ Withdrawals from the liquidation period that ends on the current Payment Date.

Non Defaulted Credit Cards Credit Cards that have not been considered defaulted credit rights.

Notification Dates The second Business Day prior to each Payment Date.

NTCT New text of the Corporate Tax (TRLIS in the Spanish original).

Open-to-Buy At any given time, the positive difference between the Credit Limit of each Card and its Outstanding Balance.

Ordinary Expenses Expenses necessary for the normal operation of the Fondo that would accrue or accrue in the future; some of these are the periodical Commission of the Sociedad Gestora (section 3.7.1 of the Additional Building Block), the Paying Agent’s Commission, the Servicing Fee for the Credit Rights, the fees of the Credit Rating Agencies for monitoring and maintaining the ratings assigned to the Bonds, the expenses generated by the accounting of the Bonds, annual audit account expenses, expenses generated by the amortisation of the Bonds and expenses derived from publications and notifications relative to the Fondo and/or the Bonds.

Outstanding Acquisition Reserve

On each Payment Date, the accumulated amount from the Collection Excess that can occur during the Accumulation Period.

Outstanding Balance At any given time, the amount pending reimbursement from the line of liquidity that is associated to each credit card and that, therefore, must be paid by the Debtor. On a specific date, it is the sum of (i) Outstanding Balance of each Card at the closing of the immediately prior liquidation period, plus (ii) the sum of Withdrawals that have taken place since the closing of such period, minus (iii) payments and charges made since such last liquidation period.

Outstanding Principal Balance of the Bonds

The sum of the balance pending amortisation prior to the amortisation of all the Bonds on a particular Payment Date.


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Over Credit Limit A situation in which the Credit Limit established by the Seller has been exceeded.

Paying Agent The entity that will provide Bond payment services. Citibank International or the entity that replaces it in such functions.

Payment Date 22nd of each month, or if such days are not Business Days, the following one.

Payment Rate Percentage of the Outstanding Balance that is amortised on each liquidation date of the Credit Cards.

Personal Data Register or PDR

File generated by the Servicer including all the personal data necessary to issue the collection request orders to the Debtors.

Prepayments of the Bonds The amortisation of the Bonds on a date prior to the Final Date under the Events for Liquidation of the Fondo, in accordance with the requisites established in section 4.4.3 of the Registration Document.

Principal Available Resources

The sum of (i) Principal Collections, (ii) remnant amounts from the Subordinated Loan for Initial Expenses, (iii) withdrawals from the Reserves described in section 3.4.2.2 and 3.4.2.3, (iv) amounts deposited in the Acquisition Reserve, once the Deferred Purchase Price amounts have been paid, in accordance with 3.3.5 of the Additional Building Block and (v) the amount of point (viii) of the Interest Waterfall.

Principal Collection The sum of (i) principal of the Credit Rights deposited in the Reinvestment Account, the Treasury Account or any other account described in section 3.4.4 of the Additional Building Block during the last Collection Period, (ii) the Default Retention amount and (iii) the result of the liquidation, if applicable, of the assets of the Fondo.


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Principal Interest Rate Annual fixed interest rate accrued, from the Closing Date, until the full maturity. 3.00% for the A Bonds and 4.00% for the B Bonds. The calculation, for both series, is on an ACTUAL/ACTUAL basis.

Principal Waterfall Order in which the Principal Available Resources will be paid to attend the payment or withholding obligations of the Fondo.

Prospectus The Prospectus that includes the Registration Document, the Securities Note and the Additional Building Block, regulated by Reglamento 809/2004.

Purchase Date Each of the Business Days between the Date of Incorporation and the Liquidation Date, both inclusive.

Purchase Price Price accrued by the sale of the Additional Assets.

Real Decreto 216/2008 Real Decreto 216/2008 de 20 de diciembre sobre recursos propios de las entidades financieras.

Real Decreto 926/1998 Real Decreto 926/1998 de 14 de mayo, por el que se regulan los Fondos de titulización de activos y las sociedades gestoras de Fondos de titulización.

Registration Document Asset backed securities’ registration document that follows the template indicated by Annex 7 of Regulation 809/2004.

Reglamento 809/2004 Reglamento (CE) nº 809/2004 de la Comisión, de 29 de abril de 2004, relativo a la aplicación de la Directiva 2003/71/CE del Parlamento Europeo y del Consejo en cuanto a la información contenida en los folletos, así como al formato, incorporación por referencia, publicación de dichos folletos y difusión de publicidad.

Reinvestment Account Financial account opened at Citibank España in the name of the Fondo in accordance with the Reinvestment Account Agreement, to deposit the liquid resources of the Fondo, as described in section 3.4.4.2 of the Additional Building Block.

Reinvestment Account Agreement

Agreement regulating the opening of the Reinvestment Account, signed on the Date of Incorporation by the Sociedad Gestora, in the name and representation of the Fondo, and Citibank España.

Reserves Jointly, the Commingling Reserve and the Dilution Reserve.

Risk Factors Main risk factors linked to the issue, the securities and the assets backing the issue, included in section 2 of the Registration Document.

ROAC Registro Oficial de Auditores de Cuentas.

Securities Market Act Ley 24/1988, de 28 de Julio, del Mercado de Valores.

Securities Note Note on the securities with an individual value equal or higher than 100,000 Euros, described in Annex 13 of Regulation


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809/2004.

Seller Citibank España, seller of the Credit Rights.

Series Bond Series A and B.

Servicer Entity in charge of the custody and servicing of the Credit Rights. On the Date of Incorporation such entity is Citibank España.

Servicer Revocation Supposition

Suppositions described in section 3.7.2.4 of the Additional Building Block.

Servicing and Collection Management Policy

Guidelines established by the Seller to service and collect payments from the Credit Rights.

Servicing Fee Remuneration paid to the Servicer for the custody, servicing and collection management of the Credit Cards from which the Credit Rights derive.

Sociedad Gestora (Management Company)

Intermoney Titulización, Sociedad Gestora de Fondos de Titulización, S.A.

Subordinated Loan for Initial Expenses

Loan granted by Citibank España to the Fondo in accordance with the Loan for Initial Expenses Agreement, established in section 3.4.3 of the Additional Building Block.

Subordinated Loan for Initial Expenses Agreement

Commercial subordinated loan agreement signed on the Date of Incorporation by the Sociedad Gestora, on behalf of the Fondo, and Citibank España, to cover the initial expenses of the Fondo. A summary can be found in section 3.4.3 of the Additional Building Block.

Subordinated Loan for Reserves Agreement

Commercial subordinated loan agreement signed on the Date of Incorporation by the Sociedad Gestora, in the name and on behalf of the Fondo, and Citibank España, to establish the Dilution Reserve and the Commingling Reserve. A summary can be found in section 3.4.4 of the Additional Building Block.


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Subscriber Citibank España.

Subscription Date The Business Day prior to the Closing Date.

Targeted Amount of the Dilution Reserve

Amount to provide the Dilution Reserve on the Closing Date.

Targeted Amount of the Commingling Reserve

Amount to provide the Commingling Reserve on the Closing Date.

Theoretical Amount On each Payment Date, the positive difference between Aggregate Outstanding Balance of the Non Defaulted Credit Cards at the closing of the Collection Period prior to the previous Payment Date and the Aggregate Net Outstanding Balance of the Non Defaulted Credit Cards at the closing of the Collection Period prior to the relevant Payment Date.

Treasury Account Financial account in the name of the Fondo opened at Citibank International in virtue of the Financial Agency Agreement, through which all the payments due to and by the Fondo will be made.

Variable Commission Difference between (i) all income derived from the Credit Rights plus the yields of the Treasury and Reinvestment Accounts and any other that corresponds to the Fondo and (ii) all the expenses of the Fondo, including financing interest, those necessary for its incorporation and operation, and the hedging of any Credit Right default in its assets.

Waterfall Jointly, the Interest Waterfall, the Principal Waterfall and the Liquidation Waterfall.

Withdrawals Debtor’s use of the Credit Card to make a payment or withdraw cash taken from the line of credit approved by Citibank España.

IM CITI TARJETAS 1 Fondo de Titulización de Activo ASSET … · 2013. 1. 15. · Prospectus...

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