HIPOCAT 11, FTA/CL.A3VAR 00/01/50EUR

03.02.2012

Corporate action number CA000006531806
ISIN ES0345672028
Corporate action description

Purpose ofthe offer

Catalunya banc, s.a. Invites holders ofthe outstanding
Asset-backed securities totender such abs for purchase bythe
Offeror for cash atprices tobedetermined pursuant tomodified
Dutch auctions.

Purchase price

The purchase price willbe determined byamodified dutch auction
(abidding process). Asanoteholder you need tosend abidprice
Toeuroclear bank, for the competitive offer
. For the competitive offer:
You need tosend abidprice greater than the relevant minimum
Purchase price for the relevant abs. Bidprices for the abs may
Only bespecified inincrement of0.25per cent. Above the
Minimum purchase prices, being the minimum increment amount

Minimum purchase price

72per cent

For the non-competitive offer:
Send aninstruction without specifying abidprice

The agent willconsider any instruction submitted without
Featuring abidprice, orwith aprice equal tothe minimum
Purchase price aspart ofthe non-competitive offer

Accrued and unpaidinterest

Accrued and unpaidinterest willbe paidup to, but not
Including, the settlement date

Minimum exercise amount

You need totender inaminimum denomination ofeur 73,617.69and
Inmultiples ofeur 73,617.69in excess thereof, inorder to
Validly submit aninstruction for the modified dutch auction

Minimum aggregate offer acceptance amount

The modified dutch auction isnot conditional onaminimum
Aggregate amount ofsecurities being tendered.

Maximum aggregate offer acceptance amount

The issuer isoffering topurchase uptoeur 900,000,000
Aggregate amount ofits outstanding securities (the target
Principal amount) for both the covered bonds and the abs taken
Together

Each series acceptance amount willbe determined bythe offeror,
Inits sole discretion, assoon asreasonably practicable on13
February 2012

Proration

Ifthe aggregate principal amount outstanding ofabs ofthe series
Validly tendered pursuant tonon-competitive tender instructions
Isgreater than the relevant series acceptance amount, the offeror
Intends toaccept such abs for purhcase onapro rata basis such
That the aggregate original principal amount ofsuch abs accepted
For purchase isnogreater than such series acceptance amount
Insuch circumstances, the purchase price for such series willbe
The minimum purchase price for such series, and the offeror will
Not accept for purchase any abs tendered pursuant tocompetitive
Tender instructions

Poolfactor

The outstanding amount ofthe securities including previous
Partial reimbursements, are taken into account when calculating
The proceeds

For the calculation ofthe outstanding amount, see event number
6414253

Market timetable

Market expiry date: 10/02/2012at 5:00pm cet
Market withdrawal date: instructions are irrevocable
Announcement ofresults: assoon asreasonably practicable on
13/02/2012
Expected late settlement date: 16/02/2012

Withdrawal rights

Instructions for the modified dutch auction are irrevocable,
Except inthe limited circumstances described inthe tender offer
Memorandum

Conditions

Refer tothe tender offer documentation for the conditions of
This tender offer

Restrictions

Certain restrictions apply atbeneficial owner level for the
Following countries:

United states, italy, united kingdom, belgium, france, spain,
Portugal, ireland

Further restrictions may apply. Refer tothe offer documentation
For the restrictions ofthis tender offer

Tender agent

Lucidissuer services limited
Leroy house
436essex road
London n1 3qp
United kingdom
Tel: +44 (0) 20 7704 0880
Fax: +44 (0) 20 7067 9098
Email: www.catalunya(at)lucid-is.com
Attention: davidshilson/ sunjeeve patel

Instruction deadline 07-02-2012 18.00 Moscow time
For additional information please contact your account manager
Information provided byEuroclear Bank S.A./N.V.