Royal Decree-Law 24/2012 August 31, Of Restructuring And Resolution Of Credit Institutions.

Original Language Title: Real Decreto-ley 24/2012, de 31 de agosto, de reestructuración y resolución de entidades de crédito.

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I according to the classic definition contained in article 1 of the Royal Legislative Decree 1298 / 1986 of 28 June, on adaptation of the existing law in respect of credit institutions to the of the European communities, the peculiar nature of these credit institutions derives from its form of passive collection, consisting of 'receive funds from the public in the form of deposit loan, temporary transfer of financial assets or similar ones that entail the obligation of restitution". The application of such liabilities "on their own to award credits or other operations of a similar nature" is the other side of the coin of his work of financial intermediation, but is not exclusive of credit, despite the name that it is own.

On the other hand, credit institutions have a key role in the economy, in that they facilitate the flow of credit to the other sectors of productive activity and to citizens. This aspect, in addition to the complexity of the financial system and the fact that some individually considered entities have systemic because of its size and the relationships that remain within the sector, requires to have flexible and effective procedures that permit to guarantee the stability of the financial system, with the minimum cost for the whole of society.

These peculiarities of credit institutions require that any measure of supervision or regulation thereof is primarily aimed to provide security to the public which the institution captures its liabilities, and thus to preserve the stability of the financial system.

In turn, these needs justify that certain situations of transitory non-viability of credit institutions should be overcome by the injection of public funds. The main purpose of these injections is the safeguarding of savings and deposits of all those customers who, otherwise, in case that these props were missing and that should proceed to the liquidation of the credit institution, could lose an important part of their heritage.

Once admitted the necessity of public financial support in certain cases, must be with the rules intended to regulate them to save the necessary balance between the protection of the customer of the credit institution and the taxpayer, minimizing the cost that has to take the second in order to safeguard the first, and not forgetting that in the majority of cases they coincide in citizens a and other conditions. The greater balance is achieved when the injected public funds can be recovered within a reasonable period through the profits generated by the supported entity.

For all the above reasons, the public authorities should support a determined, though balanced, the viability of credit institutions, and regulate the form and the cases in which such support, which necessarily implies a modulation of the principles of universality and of conditio creditorum pars governing insolvency proceedings occurs.

There are many occasions in which certain transitional credit weaknesses can be overcome by injecting public funds, thus preventing the liquidation of the entity and the mere division of assets between the passive and the proportional assumption of losses among all creditors. These are the assumptions of the restructuring of credit institutions.

There are also other occasions in which the ultimate unworkability of credit institutions must not be resolved simply by the concerned division, they should be previously segregated the healthy parts of the entity, and also the hardest, so the application of the ordinary insolvency procedure is carried out only with respect to the remaining If any. In such cases we encounter cases of resolution, true neologism in our legal system, but that it expresses a clear aim: resolve a situation of non-viability of a credit institution in the best possible way.

Finally, there are other cases in which difficulties spanning credit institutions are much milder than the previous character and can be corrected by certain measures, whose basic purpose is to ensure that the credit institution recovers its stability and fully achieves all its regulatory requirements, avoiding the need to inject public funds or making it only way exceptional and transitory. It would be the assumptions of early action.

The structure of the present Royal Decree, intended to regulate in a clear and effective each of these cases, instruments and measures to be adopted with respect to each of them, and the effects that can produce these instruments and measures rests on this triple distinction (early action, restructuring and resolution).

II everything said above has been manifested with particular intensity in the current financial crisis, which has affected so relevant to credit institutions, and has made clear the need to have a robust and effective banking crisis management framework, so that public authorities have the appropriate instruments to carry out restructuring and the orderly resolution , where appropriate, credit institutions troubled.

There are numerous initiatives and actions that have been performed in recent years, aimed precisely to promote the restructuring and resolution mechanisms adapted to the new needs identified as a result of the economic crisis in many areas.

In October 2011, in the framework of the G-20, the financial stability Board approved the document 'Fundamental elements for the effective resolution of financial institutions regime', in which the essential aspects for the establishment of an appropriate resolution of entities regime are outlined. This document aims to promote a legal and operational framework that facilitates authorities restructuring or resolution of financial institutions in an orderly manner without exposing the taxpayer to the assumption of losses arising from support measures, and ensuring the continuity of the vital elements of the entity. It includes, in addition, a number of instruments for a resolution which, as agreed by the Board, is suitable to be at the disposal of the authorities for a resolution of the States.

In a similar vein, the International Monetary Fund on the Spanish financial system reports, published this year in the context of the programme of evaluation of financial system, while valued positively the operation of the Spanish restructuring of institutional architecture, detected the possibility of improvement and suggest that you put at the disposal of public authorities a set of instruments of restructuring and resolution that will allow them to deal with potential situations of crisis Bank.

Already at the level of the European Union, determined steps have been taken to establish a common framework for resolution of financial institutions that extend the instruments of resolution that the competent authorities have, and to establish mechanisms of coordination between the authorities of the Member States. The global nature of the financial system and, in particular, credit activity, thus justified it.

Dated June 6, this year, the European Commission launched a proposal for a directive that sets out a framework for rescue and resolution of credit institutions and companies of investment services, which contains a wide range of measures to take, in the first instance, to prevent a credit institution from a situation of non-viability, which put at risk the stability of the financial system , and, in a second instance, to proceed with the orderly resolution of nonviable entities. All this in order to minimize the risk to financial stability, and under the principle that they are shareholders and creditors that, firstly, should assume the costs of resolution.

In preparing the present Royal Decree-Law have been taken into account, as it could not be otherwise, all these initiatives, so that their content hosts much of the recommendations included therein, and involves a substantial reform of the Spanish scheme of restructuring and resolution of existing credit to date.

In any case, at the time will advance the work carried out in international forums and, especially, in the scope of the European Union when a final text of directive agreed on rescue and resolution entities credit, this standard will be adapted to the new regulations.

III the approval of this standard forms part, on the other hand, the programme of assistance to Spain for the recapitalization of the financial sector, which our country has agreed in the bosom of the Eurogroup and which has led, inter alia, in the adoption of a memorandum of understanding. With this Royal Decree-Law adequate compliance is given to measures whose adoption is scheduled for the month of August this year.

First establishing the system of restructuring and resolution of credit institutions, reinforcing the powers of intervention of the Fund for orderly bank restructuring (FROB).

Next to it, include exercises of subordination of liabilities with voluntary and mandatory for those entities for which a restructuring or resolution procedure has been opened.


Finally, the possibility of establishing a society of asset management from bank restructuring, which is responsible for the management of those troubled assets that must be transferred by credit institutions is expected.

Additional way, has been ahead in this Royal Decree-law compliance with some measures that the memorandum of understanding provides for subsequent dates, which is due to different reasons. First, the inclusion of such measures facilitates the configuration of a normative system homogeneous and coherent, being inappropriate, for systematic reasons, its regulation is made in separate instruments. On the other hand, its entry into force according to the ordinary legislative procedures on schedule, is equally difficult to execute, it seems advisable to include them in a single Royal Decree-law instead of approving several successive character. Finally, although the measures are not enforceable until a later date, the inclusion in this Royal Decree-law allows recipients start preparing your application. According to these criteria the measures cited below have been introduced, among others.

The organizational structure of the FROB is modified to avoid conflicts of interest generated by the participation of the private sector in the Governing Commission, through the guarantee fund for deposits of credit institutions.

Measures are included to enhance the protection to retail investors that have subscribed financial products not covered by the guarantee fund for deposits of credit institutions.

Finally, modify the requirements and the definition of principal that must meet the consolidated groups of credit institutions as well as entities not part a consolidatable group, establishing a unique requirement of nine per cent of exposures weighted by risk to be met from January 1, 2013.

The set of measures provided for in this Royal Decree-law means strengthening extraordinary and unprecedented mechanisms that will count the Spanish public authorities with a view to the reinforcement and renovation of our financial system, providing them with efficient instruments to guarantee the correct functioning of the credit sector.

IV Senalado above, is convenient to go to analyze the most significant of this Royal Decree, or novel aspects taking into account structure for chapters of the standard.

Chapter I contains provisions of general character and a reference to the object of the standard definitions of more important concepts used in the Royal Decree-law.

In particular, defines the term 'decision' because of the novelty that involves the use of this concept in our law, which traditionally has opted for the concept of restructuring. It has been introduced this new term for two fundamental reasons. First, because the proposal for a European directive on the matter, and the international reference documents, use the expression 'the decision'. Second, because the Royal Decree-law distinguish between restructuring and resolution procedures, the latter referring to the processes in which the credit institution is not feasible and it is necessary to proceed to its extinction ordered with greater guarantees for depositors and financial stability.

On the other hand, this chapter introduces a series of objectives and principles of the restructuring and orderly resolution of the credit entities that should inform the entire process, such as avoiding harmful effects for the stability of the financial system, ensure the most efficient use of public resources, or ensure that shareholders and subordinated creditors are the first to assume losses taking into account the established order of priority.

Chapter II is devoted to the procedure of early action, in line with the proposal for a directive of the European Commission which we are talking. Entities that must take these measures are those that fail or it is reasonable that they do not meet the solvency requirements, but it is expected that they can overcome this situation of difficulty on their own or through an exceptional financial support through instruments convertible into shares.

Given that early action measures are integrated with clarity within the oversight functions that correspond to the Bank of Spain, is this institution who has a leading role clear in this initial phase, and therefore it is you decide on which entities have the measures of early intervention, to whose effects must draw up an action plan enabling to alleviate the situation of weakness in the solvency.

During this phase the Bank of Spain may require the replacement of the members of the Board of Directors, in the event that there is a significant deterioration of the situation of the entity.

Chapters III and IV govern the processes of restructuring and orderly resolution of credit, being the fundamental criterion for the application of one or other of the viability of the institution.

In both processes, is the FROB, which assumes responsibility for determining suitable instruments to take them out in an orderly manner and with the least possible cost to the taxpayer. This does not mean a deterioration of skills supervisor, which will continue to be corresponding to the Bank of Spain, which justified its intervention in the restructuring and resolution procedures.

Thus, the resolution process applies to entities which are not viable, while the restructuring process applies to entities that require public financial support to ensure its viability, but that have the ability to return such financial support within the time limits set for each instrument of support in own Royal Decree-law.

In both cases, the elaboration of a plan, is expected either restructuring or resolution, which must be approved by the Bank of Spain, as well as a specific regulation of the instruments of restructuring or resolution that may be applied.

In relation to resolution instruments, has been again into account the proposal for a directive which on the subject presented by the European Commission, including the sale of business of the entity to a third party, the transmission of assets or liabilities to a bridge Bank, or transmission of assets or liabilities to a society of asset management. In the case that the resolution process, to open and also should be the replacement of the Board of Directors.

Chapter V provides the instruments of financial support that may be granted to credit institutions, including, among other, instruments of recapitalization, either through the acquisition of shares or contributions to the share capital or instruments convertible into ordinary shares or contributions to the share capital. This chapter introduces provisions on the calculation of the economic value of the entity and the regime of the acquisition by the recapitalization instruments FROB.

In any case, the application of chapter V will take place taking into account the principle of minimization of public resources in the processes of restructuring and resolution of credit institutions.

Chapter VI provides for FROB to corresponding credit institution order the transfer of the troubled assets to an asset management company. Thus, the first of the articles of this chapter refers to the delimitation of this authority and refers generically to the basic characteristics that will define it in this society which would as a corporation. In a subsequent article, are made some clarifications about the mode of transmission and valuation of the assets being transferred, referring to a further development the specific regulation of these extremes.

Society of asset management is an instrument that will allow the concentration of those assets considered as problematic, facilitating their management.

Chapter VII introduces provisions on the actions of management of hybrid instruments of capital and subordinated debt which clarify the question of who should finance the measures of restructuring and resolution of a banking institution. The principle that is part is that shareholders and creditors have to bear the costs of restructuring or resolution, rather than taxpayers, under a clear principle of liability and assumption of risk.

Line, sets out mandatory and voluntary mechanisms of management of hybrid capital instruments, which will affect both the preferred shares and subordinated debt. It corresponds to the FROB agree on the implementation of these actions and implement them in terms that allow the Royal Decree-Law, assessing the suitability of your application.

It should be made explicit at this point that, in accordance with the principle of liability and assumption of risk, the fact that a credit institution may have to received financial support for reasons of urgency before the express adoption of a decision on its restructuring or resolution, shall not prevent that the FROB, imposed subsequently, hybrid instruments and subordinated debt capital management actions being the objective of these measures, as we have just mentioned, that the cost to assume for taxpayers is the smallest.


Chapter VIII establishes the legal regime of the FROB, making it one of the most important developments in this respect the change in the composition of the governing body of the Fund. Firstly, participation which had credit institutions on behalf of credit deposit guarantee fund, given the possibility that generate situations of conflict of interest, in accordance with the previous legislation had been deleted and the figure of a Director General, who will hold the powers of executive nature of the Fund has been created. Moreover, rules on cooperation and coordination are introduced between the FROB and other competent national or international authorities in terms similar to those already existing for institutions like the Bank of Spain.

This chapter also contains a reference to the powers of the FROB in resolution processes, which can be commercial or administrative; and a reference to the character of the Executive resolution measures, which will not need the consent of the Board or general Assembly, or shareholders, for your application is. The public interest in the processes of restructuring and resolution, which seeks to safeguard the stability of the financial system, justifies the enforceability of these measures of resolution.

Chapter IX Finally, introduces provisions on the procedural regime of challenges to decisions adopted the FROB. It is part of the distinction between the decisions and agreements adopted by the FROB in the exercise of commercial powers, that is his in accordance with the rules laid down for the challenge of social agreements with the specifications provided for in this Royal Decree-Law, and taught acts in the exercise of their administrative powers, which will be contested in contentious with the specifications provided for in this chapter.

Finally, in its additional and final provisions, Royal Decree-Law introduces another type of heterogeneous character, but also of importance, measures required by the memorandum of understanding, for the improvement of the functioning of the financial market. As well, on the one hand they provide investor protection measures, so that the Royal Decree-law give answers decided in relation to the commercialization of hybrid instruments and other complex products to the retail customer, including preference shares, in order to avoid recurrence of irregular practices during the past years.

In addition, intensify the powers of control that has the National Commission of the stock market in relation to the marketing of investment products by the entities, especially in relation to the complex products.

On the other hand, the Royal Decree-law contributes to make a clear separation between the functions attributed to the Bank of Spain and the Ministry of economy and competitiveness for approval and sanction of credit institutions, transferred to the Bank of Spain functions that previously corresponded to the Ministry of economy and competitiveness.

Another aspect of relevance contained in this Royal Decree is the modification of the main capital requirements that must comply with the consolidated groups of credit institutions as well as institutions that are not integrated into a consolidatable group that establishes the Royal Decree-Law 2/2011 February 18, for the strengthening of the financial system. Specifically, the current requirements of eight per cent in General, and ten per cent for entities with difficult access to capital markets and wholesale funding, which predominates will be transformed into a unique requirement of nine per cent which must comply as of January 1, 2013. Not only modifies the level of main capital requirement, but also its definition, keeping it in your deductions to that used by the European banking authority in his recent recapitalization exercise both its Computable elements.

V notes of extraordinary and urgent need that must accompany the adoption of a Royal Decree-law are evident in this standard, given that it is intended to give effect to the measures envisaged in the memorandum of understanding which forms part of the financial assistance requested by our country and which, to a great extent they should be adopted at the end of August of this year. According to this document, the measures that mainly collects this Royal Decree-law must be approved by the end of August of this year.

Taking into account that the memorandum was agreed at the end of last July and given the complexity of the rules to be adopted, it is clear that follow the ordinary procedure of adoption of rules of legal rank, even using the procedure of urgency, not be would have been unable to approve the measures contained in this Royal Decree according to the planned timetable, so there would have been a breach of the obligations undertaken in the memorandum.

On the other hand, the situation of the financial sector difficulties in which we find ourselves, requires that public authorities may be available as soon as possible of all those precise instruments to complete the process of orderly restructuring of the banking sector, which is being held in Spain, safeguarding in the best way the general interests.

By virtue, making use of the authorisation contained in article 86 of the Spanish Constitution, a proposal from the Minister of economy, competitiveness and prior deliberation of the Council of Ministers at its meeting of August 31, 2012, available: chapter I. General provisions.

Article 1. Object.

Article 2. Definitions article 3. Objectives of the restructuring and resolution.

Article 4. Principles of restructuring and resolution.

Article 5. Valuation.

Chapter II. Early action.

Article 6. Conditions for early action.

Article 7. Action plan.

Article 8. Content of the plan of action.

Article 9. Early action measures.

Article 10. Temporary replacement of the Board of Directors as an early action.

Article 11. Follow-up to the plan of action and information to the Fund for orderly bank restructuring.

Article 12. Completion of the location of early action.

Chapter III. Restructuring.

Article 13. Conditions for the restructuring.

Article 14. Restructuring plan.

Article 15. Instruments of restructuring.

Article 16. Content of the restructuring plan.

Article 17. Follow-up to the plan of restructuring and information to the Fund for orderly bank restructuring.

Article 18. Completion of the restructuring process.

Chapter IV. Resolution.

Section 1 budget resolution.

Article 19. Conditions for the resolution.

Article 20. Concept of unviable entity.

Section 2 dispute settlement procedure.

Article 21. Opening of the resolution process.

Article 22. Replacement of the Board of Directors as a measure of resolution.

Article 23. Resolution plan.

Article 24. Section 3 specific instruments for resolution preliminary measures.

Article 25. Resolution instruments.

Article 26. Sale of the business of the entity.

Article 27. Bridge Bank.

Chapter V. financial support instruments.

Article 28. Financial support instruments.

Article 29. Instruments of recapitalization.

Article 30. Economic value of the entity and payment of the instruments of recapitalization.

Article 31. Ordinary shares or contributions to the share capital.

Article 32. Instruments convertible into shares or contributions to the share capital.

Article 33. Special scheme for the subscription or acquisition by the recapitalization instruments FROB.

Article 34. Conversion and divestment of convertible instruments in shares or contributions to the share capital.

Chapter VI. Society of asset management.

Article 35. Society of asset management.

Article 36. The transmission of assets regime.

Chapter VII. Management of hybrid instruments.

Section 1-management of hybrid instruments and subordinated debt capital actions.

Article 37. Hybrid instruments and subordinated debt capital management actions.

Article 38. Types of hybrid instruments and subordinated debt capital management actions.

Article 39. Market value.

Article 40. Advertising actions of management of hybrid instruments and subordinated debt capital.

Section 2-management actions of hybrid instruments of capital and subordinated debt by the Fund for orderly bank restructuring.

Article 41. Management of hybrid instruments of capital and subordinated debt by the Fund for orderly bank restructuring.

Article 42. Content of the actions of management of hybrid instruments of capital and subordinated debt that remember the FROB.

Article 43. Assessment criteria.

Article 44. Approval of the action of management of hybrid instruments and subordinated debt capital.

Article 45. Advertising and date of the agreement of the FROB.

Article 46. Modification of hybrid instruments and subordinated debt capital management action.

Article 47. Rights of investors affected by an action of hybrid instruments and subordinated debt capital management.

Article 48. Rights of third parties.

Article 49. Sanctioning regime.

Chapter VIII. Fund for orderly bank restructuring.

1st nature and legal status section.

Article 50. Fund for orderly bank restructuring.

Article 51. Funding.


Article 52. The Fund for orderly bank restructuring government.

Article 53. Director General of the Fund for orderly bank restructuring.

Article 54. Parliamentary control.

Article 55. Cooperation and coordination with other national authorities.

Article 56. Cooperation and coordination with other international authorities.

Article 57. Duty of secrecy.

Article 58. Application of competition law.

Article 59. Adoption of international recommendations.

Section 2 powers of the orderly restructuring fund banking.

Article 60. Powers of the Fund for orderly bank restructuring.

Article 61. Commercial powers.

Article 62. General administrative powers.

Article 63. Executive nature of the measures.

Article 64. Other applicable conditions.

Article 65. Conditions applicable to financial transactions and contractual netting agreements.

Article 66. Emergency measures.

Article 67. Advertising.

Article 68. Powers of suspension of contracts and warranties.

Chapter IX. Litigation system.

Article 69. Appeal against the decisions and arrangements of the Fund for orderly bank restructuring taken pursuant to article 61.

Article 70. Specialties of the appeal against the decisions and administrative acts in the framework of early action, restructuring and resolution processes.

Article 71. Specialties of the appeal against the decisions and administrative acts rendered in hybrid instruments and subordinated debt capital management.

Article 72. Impossibility of execution of judgment in administrative litigation resources referred to in articles 70 and 71.

First additional provision. Provision of the FROB.

Second additional provision. Anticipated income from the Fund for orderly bank restructuring to the public Treasury.

Third additional provision. Constitution and regime of the performances of the intervention delegate of the intervention General of the administration of the State in the FROB.

Fourth additional provision. Tax benefits in the property transfer and stamp tax for operations of the FROB.

Fifth additional provision. Effects of the processes of early action, restructuring and resolution on the continuity of the activities of credit institutions.

Sixth additional provision. Legal regime of the granting of guarantees as collateral for financial obligations payable to the Fund for orderly bank restructuring.

Seventh additional provision. Creation of the company's assets from of the bank restructuring.

The eighth additional provision. Assets to pass to from assets of the bank restructuring society.

Ninth additional provision. Entities obliged to convey assets from assets of the bank restructuring society.

Tenth additional provision. Separate estates.

Eleventh additional provision. Consequences of the losses incurred by credit institutions controlled by the FROB in relation to their net worth.

Twelfth additional provision. Recruitment by the formality of the FROB emergency.

Thirteenth additional provision. Marketing to Computable subordinate financing as equity and convertible preference shares, debt instruments retailers.

Fourteenth additional provision. References to the Royal Decree-Law 9/2009, of 26 June on bank restructuring and reinforcement of the resources of credit institutions.

First transitional provision. Ongoing restructuring processes.

Second transitional provision. Authorization in progress and disciplinary procedures.

Third transitional provision. Received financial support.

Fourth transitional provision. General plan of viability.

Fifth transitional provision. Rule of transfer of assets of the Royal Decree-Law 18/2012 may 11, on sanitation and sale of real estate assets from the financial sector.

Sixth transitional provision. Main capital requirements until December 31, 2012.

Sole repeal provision. Repeal legislation.

First final provision. Modification of the law 13/1985, of 25 may, coefficients of investment, resources and obligations of information of financial intermediaries.

Second final provision. Modification of the Royal Legislative Decree 1298 / 1986 of 28 June, on the adaptation of the existing law in respect of credit institutions to the European communities.

Third final provision. Modification of the law 24/1988, of 28 July, the stock market.

Fourth final provision. Modification of law 26/1988, of July 29, on discipline and intervention of the credit institutions.

Fifth final provision. Modification of law 29/1998, of 13 July, regulating the contentious jurisdiction.

Sixth final provision. Modification of law 22/2003 of 9 July, bankruptcy.

Seventh final disposition. Modification of the Royal Decree-Law 2/2011 February 18, for the strengthening of the financial system.

Disposal the eighth. Modification of the Royal Decree-Law 16, 2011, on 14 October, whereby the deposit guarantee fund of credit is created.

Ninth final disposition. Modification of the Royal Decree-Law 2/2012, 3 February, cleaning up of the financial sector.

Tenth final disposition. Modification of the law 2/2012, of 29 June, the State budget for the year 2012.

Eleventh final disposition. Modification of the Royal Decree-Law 21/2012 July 13, measures of liquidity of the public administrations and in the financial field.

Twelfth final provision. Legal regime applicable to the guarantees established in favour of the Fund ranked bank restructuring and the deposit guarantee fund of credit institutions.

Thirteenth final disposition. Competence titles.

Fourteenth final disposition. Faculty of development.

15th final disposition. Completion of the relevance of Chapter VII.

Sixteenth final disposition. Entry into force.

Chapter I General provisions article 1. Object.

This Royal Decree-law is intended to regulate the processes of early action, restructuring and resolution of credit institutions, as well as establish the legal regime of the Fund for orderly bank restructuring, hereinafter «the FROB» or «the Fund», and its general framework for action, in order to protect the stability of the financial system minimising the use of public resources.

Article 2. Definitions.

1 a the effects of this Royal Decree-Law refers to: to) early action: breach of the procedure applicable to a credit institution when, in accordance with the provisions of chapter II, or there are objective elements according to which is reasonably foreseeable that it can not meet the requirements of solvency, liquidity, organizational structure or internal control, but is ready to return to compliance by their own means without prejudice to the exceptional and limited public financial support referred to in article 9.f).

(b) restructuring: the procedure applicable to a credit institution if, in accordance with the provisions of chapter III, require public financial support to ensure its viability and be foreseeable that such support will be refunded or recovered according to the provisions of chapter V, or when he could not carry out its resolution without badly damaging effects for the stability of the financial system.

(c) resolution: the procedure applicable to a credit institution when, in accordance with the provisions of chapter IV, this is infeasible or foreseeable that it will be so in the near future, and for reasons of public interest and financial stability necessary to prevent its bankruptcy liquidation.

2. these procedures will be end to ensure the continuity of essential functions of the entity, preserve financial stability and ensure its viability in the long term in accordance with the principles and objectives referred to in articles 3 and 4.

Article 3. Objectives of the restructuring and resolution.

The process of restructuring or resolution of credit institutions pursued the following objectives, weighted equivalent form and according to the circumstances present in each case: to) ensure the continuity of the activities, services and operations whose interruption could disrupt the economy or the financial system and, in particular, systemically important financial services and payment systems clearing and settlement.

(b) avoid harmful effects for the stability of the financial system, preventing contagion from difficulties of an entity to the whole system and maintaining market discipline.

(c) ensure the more efficient use of public resources, minimizing the public financial support that may be necessary with extraordinary grant.

(d) protecting depositors, whose funds are guaranteed by the deposit guarantee fund of credit institutions.

(e) protect the reimbursable funds and other assets of credit institutions customers.

Article 4. Principles of restructuring and resolution.

1 the processes of restructuring and resolution shall be based, to the extent necessary to ensure the fulfilment of the objectives set out in the preceding article, the following principles: to) the shareholders, cuotaparticipes or partners, as appropriate, entities will be the first bear losses.


(b) creditor institutions subordinates will support, in your case, losses resulting from the restructuring or resolution after shareholders, cuotaparticipes or partners and in accordance with the order of priority established in the bankruptcy legislation, with the exceptions established in this Royal Decree-law.

(c) creditors of the same rank are treated equivalently unless in this Royal Decree otherwise.

(d) no creditor will be loss of over which they would have supported if the entity was liquidated as part of a bankruptcy procedure.

(e) in the case of resolution of an entity, in accordance with the provisions of article 22, the administrators will be replaced.

(f) pursuant to bankruptcy, commercial and criminal law, managers of the entities will respond for damages caused in proportion to their participation and the severity of those.

2. for the purpose of the application of the principles referred to in the preceding paragraph, and in order to determine the appropriate allocation of costs of restructuring or resolution referred to in Chapter VII, the FROB shall not be considered in any case included among shareholders, cuotaparticipes, members or creditors referred to in the preceding paragraph.

Article 5. Valuation.

1. with prior to the adoption of any measure of restructuring or resolution and, in particular, for the purposes of the application of the instruments referred to in this Royal Decree-Law, the FROB will determine the economic value of the entity or of the corresponding assets and liabilities on the basis of charge assessment reports to one or more independent experts.

2. the objective of the evaluation will be to determine the economic value of the entity or of the corresponding assets and liabilities so that can recognize the losses that may arise from the application of the instruments that will be used. This assessment will form the basis provided that public financial support is granted to an entity.

3. the assessment is subject to the procedure and will take place in accordance with the criteria determined with general character the FROB, by agreement of its Governing Committee, according to commonly accepted methodologies. The assessment will take as a basis the financial projections of the entity, with the modifications and adjustments deemed from the FROB, designated experts and shall take into account the circumstances existing at the time of implementing the instruments to be used and the need to preserve financial stability. In no case shall be taken into account for the determination of the economic value of the entity received public financial support or that are to receive the Frob in the framework of a process of restructuring or resolution, and that it had paid out under any financial assistance to an entity.

4. the FROB will request report prior to the Bank of Spain on the procedure and assessment criteria referred to in the preceding paragraph.

5. for the purposes concerned in accordance with the tax legislation, the economic value to which this article refers means market value.

Chapter II action early article 6. Conditions for early action.

1 when a credit institution, or a group or subgroup consolidatable of credit institutions, breaches or there are objective elements according to which is reasonably foreseeable to it can not meet the requirements of solvency, liquidity, organizational structure or internal control, but is ready to return to compliance by their own means, without prejudice to the exceptional public financial support provided for in article 9.f) the Bank of Spain may adopt some or all of the measures provided for in this chapter.

By regulation, the objective indicators that will be used to determine the presence of the conditions laid down in the preceding paragraph may point out.

2. the measures contained in this chapter shall be compatible with those laid down in existing legislation in the field of management and discipline. However, would not proceed the revocation of the authorisation of a credit institution, from the moment in which that has submitted a plan of action, unless the revocation was sanctioning character.

Article 7. Action plan.

1. when a credit institution or a group or consolidatable subset of credit institutions is in any of the circumstances described in the previous article, the entity, or group or subgroup consolidatable obliged entity, it shall immediately to the Bank of Spain.

Within fifteen days since the previous notification, the entity shall submit to the Bank of Spain a plan of action in which materialize the planned actions to ensure the long-term viability of public entity, group or subgroup consolidatable without financial support. The plan should also detail the deadline for their execution, which may not exceed three months, since its approval, unless express authorization from the Bank of Spain.

2. without prejudice to the provisions of the preceding paragraph, when the Bank of Spain was aware that a credit institution or a group or consolidatable subset of credit institutions is located in any of the circumstances described in the previous article, it will require to the Board of Directors of the entity that you examine the situation and to submit , within the period of fifteen days, the plan of action.

3. the action plan shall be submitted to the approval of the Bank of Spain, which may require modifications or additional measures it considers necessary to ensure the overcoming of the deteriorating situation that confronts the entity. The adoption of the plan will require favourable from the FROB, where the entity apply for public financial support, which must be evacuated in the non-extendable term of ten days. The deadline for final approval of the plan of action shall be one month from his presentation by the entity.

Article 8. Content of the plan of action.

1 the action plan must include, in addition to an analysis of the situation of the entity, a business plan that, proportional and appropriate to the specific circumstances, include at least the following points: to) specific objectives relating to efficiency, profitability, leverage and liquidity of the entity, group or subgroup consolidatable.

(b) specific commitments in the area of solvency.

(c) commitments specific improvement of its efficiency, streamlining its administration and management, improve their corporate governance, reducing costs of structure and downsizing of its productive capacity.

((d) in the case that the entity apply for public financial support, the terms in which this is going to provide, in accordance with the provisions of article 9 f), and the measures that have been implemented to minimize the use of public resources.

2. the Bank of Spain may, through Circular, approve rules and general principles specifying the objectives and commitments referred to in the preceding paragraph.

3. If, as a consequence of the evolution of the economic and financial situation of the entity or the development of market conditions, be warned that the action plan can be not met in the terms in which was approved, the entity may ask the Bank of Spain a modification of these terms.

The modification of the plan of action must be previously informed by the FROB, if this has been appointed interim manager of the entity, pursuant to article 10, or in the event that the institution had requested public financial support.

Article 9. Early action measures.

From the moment in which the Bank of Spain has knowledge that a credit institution or a group or consolidatable subset of credit institutions is located in any of the situations described in article 6.1, may adopt the following measures: to) require the Board of Directors of the entity that should be called, either directly convene if the Board of directors do not within the required period to the Board or general Assembly of the entity, as well as propose the agenda and the adoption of certain agreements.

(b) require the termination and replacement of members of the organs of management or Directors General and similar.

(c) require the development of a programme for the renegotiation or restructuring of its debt with the whole or part of its creditors.

(d) without prejudice to the next letter, take any of the measures established in the regulations in the field of management and discipline.

e) in the event that the above measures were not enough, temporary replacement of the organ of administration of the entity in accordance with the provisions of the following article.


(f) in exceptional cases, and complying to the effect with the Spanish legislation and EU competition and State aid and trying to minimize the use of public resources, require measures for recapitalization of those provided for in article 32, in which the time of repurchase or amortization of the instruments convertible into shares not exceeding two years in which case the action plan will require a favourable report from the FROB and shall be subject to the provisions in chapters I, V and section 2 of Chapter VIII. This single measure will be applicable when there are objective elements that make reasonably foreseeable that the entity will be able to buy or redeem instruments convertible into committed terms and, in any case, cited within a maximum period of two years. Any other measure of recapitalisation required by the entity that may not comply with the above requirements, can only be provided within a process of restructuring or resolution than those laid down in chapters III and IV.

Article 10. Temporary replacement of the Board of Directors as an early action.

1. the Bank of Spain may agree interim replacement of the organ of administration, in accordance with the procedure laid down in title III of law 26/1988, of July 29, on discipline and intervention of the credit entities, and with the specifications provided for in this chapter.

2 provisional replacement agreed on the basis of this article will remain in force during the period of one year. However, this term shall be renewable for periods equal to both be carried out operations in which the action plan is realized.

Article 11. Follow-up to the plan of action and information to the Fund for orderly bank restructuring.

1. on a quarterly basis, the entity shall transmit to the Bank of Spain a report on the degree of compliance with the measures envisaged in the plan of action. The Bank of Spain will give transfer of the report to the FROB.

2. in order for the FROB to exercise the powers laid down in the Royal Decree-Law, the Bank of Spain will inform you.

(a) when a credit institution or a group or consolidatable subset of credit institutions is or there are objective elements according to which it is reasonably foreseeable that you will find in any of the circumstances described in article 6.1.

(b) of the final adoption of the plan of action, including, where appropriate, amendments or additional measures required by the Bank of Spain.

(c) quarterly, of the degree of fulfillment of the plan of action and liquidity of the entity.

(d) of the completion of the location of early action.

3. the Bank of Spain may require the adoption of measures to ensure the fulfillment of the plan of action.

4 will the opening of the process of restructuring or resolution when any of the following circumstances: to) if finally it was not possible to overcome the situation of deterioration of the entity is any of the circumstances under which appropriate restructuring or resolution of the same.

(b) in the term that referred to in article 7.2, the entity not present the required plan of action or demonstration of the impossibility of finding a viable solution for your situation to the Bank of Spain.

(c) the plan presented was not viable or will reveal insufficient, according to the Bank of Spain, to overcome the situation of weakness facing the entity, or not they accept this modifications or additional measures required by the Bank of Spain.

(d) breach seriously by the entity lead time or the concrete measures envisaged in the plan of action or any of the intervention measures imposed by the Bank of Spain, so that put at risk the achievement of the objectives of the early action.

5. Since the adoption of the action plan, the FROB may require the Bank of Spain all the information related to the entity or its group or subgroup consolidatable needed to prepare for an eventual restructuring or resolution.

The FROB may also perform during this phase of early action the necessary actions to determine the economic value of the entity for the purposes of articles 5 and 30.

Article 12. Completion of the location of early action.

Where the credit institution stops found in the circumstances described in article 6.1, the Bank of Spain declare after the situation of early action.

Chapter III restructuring article 13. Conditions for the restructuring.

Shall the restructuring of a credit institution where this require public financial support to ensure its viability and objective elements that make reasonably foreseeable that such support will be refunded or recovered within the time limits set for each instrument in chapter V. also exist, it may provide for the restructuring of a credit institution without the presence of the former objective elements When the resolution of the entity would be seriously harmful to the stability of the financial system as a whole, so that its restructuring is preferable to minimize the use of public resources.

The severity of the adverse effects that the preceding paragraph refers, shall be determined by the Bank of Spain according to criteria such as volume of activities, services and operations provided by the entity on the whole of the financial system, its interconnection with other entities or the possibilities of spread of its difficulties to the whole of the financial system in the event of a resolution.

Article 14. Restructuring plan.

1. when an entity is in any of the circumstances described in the foregoing article, it shall inform immediately the FROB and the Bank of Spain and, within fifteen days from the above-mentioned notification, it will present them a restructuring plan in which materialize the measures envisaged to ensure the viability of the entity's long-term. The plan should also detail the deadline for their execution, which may not exceed three months, since its adoption, except for express clearance of the FROB.

2. without prejudice to the provisions of the preceding paragraph, when the Bank of Spain was aware that an entity is located in any of the circumstances described in the previous article, it will require to the Board of Directors of the entity that should examine the situation and present, within the period of fifteen days, the restructuring plan.

3. the FROB, before remember elevation plan of restructuring the Bank of Spain for his approval, may require amendments to the submitted plan or additional measures it considers necessary to ensure the overcoming of the situation of deterioration to facing the entity and the objectives and principles specified in articles 3 and 4.

4. the restructuring plan will be submitted to the approval of the Bank of Spain, which will evaluate it in the framework of its powers as the authority responsible for the supervision of solvency, performance and compliance with the specific rules of the credit institutions and of their powers with regard to the promotion of the smooth functioning and stability of the financial system and payment systems. The deadline for approval of the restructuring plan shall be one month from its presentation by the entity.

5. with prior to the approval of its restructuring plan, the Bank of Spain will request report to the competent bodies of the autonomous communities that have their domicile savings and, where appropriate, the credit unions involved, which must be submitted within the period of ten days.

6. the approval by the Bank of Spain of the restructuring plan will determine that specific operations to be instrumente restructuring, including possible acquisitions of significant shareholdings and statutory amendments which, if any, occur as a result of these operations, do not require any further administrative authorization in the field of the regulation of credit institutions.

7. in addition, the FROB rise to the Minister of finance and public administration and the Minister of economy and competitiveness an economic report that will detail the financial impact of the restructuring plan presented on funding charged to the general budget of the State. On the basis of the reports issued by the General Directorate of the Treasury and financial policy and the General intervention of the administration of the State, the Minister of finance and public administration may object, accordingly, in the period of five working days since the memory is high you.

Article 15. Instruments of restructuring.

1 restructuring instruments are: a) financial support in the terms provided for in chapter V, b) transmission of assets or liabilities to a society of asset management.

2. the FROB may adopt the previous instruments individually or jointly.

Article 16. Content of the restructuring plan.


Content of the restructuring plan will include, in addition to the elements provided in article 8 for the plans of action, instruments of restructuring that will implement those provided for in the preceding article. In addition, will include an analysis of the situation of the entity in accordance with which is justified, or their ability to make public financial support requested may be recovered or repaid within the period provided for each instrument or, if not, seriously damaging effects for the stability of the financial system that would lead to its resolution. You must also collect the measures that have been implemented to minimize the use of public resources and, in particular, the actions of management of hybrid capital and subordinated debt instruments that are going to be carried out, to ensure a proper allocation of costs of restructuring of the entity in accordance with the objectives and principles laid down in articles 3 and 4.

The restructuring plan shall contain a mention of the term of refund or recovery of financial support have been provided where appropriate.

The FROB may include, on the proposal of the Bank of Spain, any measure of early action, in the restructuring plans.

Article 17. Follow-up to the plan of restructuring and information to the Fund for orderly bank restructuring.

1. on a quarterly basis, the entity shall send a report on the degree of compliance with the measures envisaged in the plan of restructuring and its liquidity situation FROB and the Bank of Spain.

2 to the object that the FROB exercise competences foreseen in this Royal Decree, the Bank of Spain will inform you: to) when he has knowledge or there are objective elements according to which it is reasonably foreseeable that a credit institution not you expect to make the repayment of the public within the periods provided for financial support or go to renege on any other measure of restructuring.

(b) of the final approval of the restructuring plan.

(c) of the completion of the restructuring situation.

3. the Bank of Spain or the FROB may require the adoption of the necessary measures to ensure compliance with the restructuring plan and, in any case, exercise the powers of article 9, and finally if not possible to overcome the situation of deterioration of the entity or public financial support were not refunded or recovered in the committed terms or if , according to the Bank of Spain, the harmful effects on the stability of the financial system that prevented the resolution are already insufficient, the Bank of Spain will proceed to the opening of the process of resolution of the entity in accordance with the provisions in chapter IV.

4. during the whole process of restructuring, the FROB may require the entity the information, related to the entity or its group or subgroup consolidatable, necessary to prepare an eventual resolution.

Article 18. Completion of the restructuring process.

Where the credit institution stops found in the circumstances described in article 13, the Bank of Spain declare completed the restructuring process.

Chapter IV resolution section 1 budget resolution article 19. Conditions for the resolution.

1 without prejudice to the provisions of articles 11.4 and 17.3, resolution of a credit institution shall when, simultaneously, on it the following two circumstances: to) is not feasible or is reasonably foreseeable that it will be so in the near future.

(b) for reasons of public interest, it is necessary or desirable to undertake resolution of the entity to achieve any of the objectives mentioned in article 3, since the dissolution and liquidation of the entity in the context of a bankruptcy procedure would not reasonably achieve those objectives in the same measure.

2 also will be the resolution of a credit institution when, in addition to the circumstances provided for in (b)) of the previous paragraph, if any one of the following: to) within the period of article 14.2, the entity does not present the required restructuring plan or demonstration to the Bank of Spain of the impossibility of finding a viable solution for your situation.

(b) the plan presented was not appropriate, in view of the Bank of Spain, in the terms provided in article 14, or not accepted by the entity changes or additional measures required.

(c) breach by the entity lead time or any of the measures provided for in the restructuring plan, so that put at risk the achievement of the objectives of the restructuring.

Article 20. Concept of unviable entity.

1 means that a credit institution is not feasible if: to) the entity is located in any of the following circumstances: i) the entity breaches significantly or is reasonably foreseeable that it breaches significantly in the near future solvency requirements; or, ii) enforceable liabilities of the entity are superior to their assets or it is reasonably foreseeable that they are in the near future; or, iii) entity can not or is reasonably foreseeable that in the future it to fulfil promptly its enforceable obligations.

(b), and it is not reasonably foreseeable that the entity can redirect the situation within a reasonable time by its own means, to markets or through the financial support referred to in chapter V.

For the purposes of considering that a credit institution is not viable or it is reasonably foreseeable that it will be so in the near future, be taken into account equally the financial situation of the group which, in his case, form part.

2. the criteria referred to in the preceding paragraph will be developed according to the rules.

Section 2 procedure article 21. Opening of the resolution process.

When an entity is unviable as provided for in the previous article and does not result from the restructuring, the Bank of Spain, ex officio or upon proposal from the FROB, remember the immediate opening of the process of resolution, giving motivated account of his decision to the Minister of economy and competitiveness and the FROB. Also, the Bank of Spain shall be informed promptly of the decision to the entity and, where appropriate, to the authority of the European Union to the European banking authority and responsible for the supervision of the Group eventually affected.

Article 22. Replacement of the Board of Directors as a measure of resolution.

1. following the initiation of the process of resolution in accordance with provisions in the previous article, and always and when the FROB does not possess a share that gives him control of the Board of Directors of the entity, the Bank of Spain remember replacement organ administration of the entity on the basis of provisions of law 26/1988 July 29, on discipline and intervention of the credit institutions, with the specifications provided for in this Royal Decree-Law, and appointed as administrator of the entity to the FROB, which, in turn, will appoint the person or persons or legal entities which, on its behalf, shall exercise the functions and attributions of this condition.

2. the previous measurement will remain in force until the resolution process is complete.

3 in its status as the entity manager, the FROB will aim to promote solutions and adopt the necessary measures to protect the interests of the company and resolve the situation that is, in accordance with the objectives and principles laid down in articles 3 and 4.

Article 23. Resolution plan.

1 within two months since his appointment, as administrator or, in the case that holds a participation granted control of the Board of Directors of the entity, since it communicates the openness of the process of resolution FROB will draw up a plan of resolution for the entity or, where appropriate, determine the origin of the opening of an insolvency procedure. In the latter case, the FROB will communicate it immediately to the Bank of Spain, the Minister of economy and competitiveness and to the guarantee fund for deposits of credit institutions.

At the reasoned request of the FROB, the Bank of Spain may extend cited within two months to a maximum of six.

2 resolution plan must collect at least the following contents: to) the conditions on which rests the opening of the resolution process in accordance with the provisions of article 19.

(b) resolution instruments already implemented or it intends to implement the FROB, and faculties that intends to make application to such effect, as well as the commitments made to minimize the use of public resources and any distortions to competition resulting from such instruments and powers.

(c) the financial support measures which will be implemented by the deposit guarantee fund of credit institutions in accordance with the relevant regulations. For these purposes, the FROB, in accordance with the principle of efficient use of public resources, may be granted funding, under market conditions, to the guarantee fund for deposits of credit institutions so that it can undertake its assigned functions.

(d) economic valuation of the entity or their respective assets and liabilities.

(e) the actions of management of hybrid capital and subordinated debt instruments that are going to perform.

(f) the maximum lead time.


3. the Bank of Spain, prior to adopting its resolution plan, request report to the competent bodies of the autonomous communities that have their domicile savings and, where appropriate, affected credit unions, which must be submitted within the period of ten days.

4. the plan of resolution will be submitted to the approval of the Bank of Spain, which will evaluate it in the framework of its powers as the authority responsible for the supervision of solvency, performance and compliance with the specific rules of the credit institutions and of their powers with regard to the promotion of the smooth functioning and stability of the financial system and payment systems. Subsequent amendments to the plan for a resolution that can remember the FROB, for the implementation of new instruments or for the modification of the already included, shall be subjected to the same procedure of approval by the Bank of Spain.

5. the approval by the Bank of Spain of the resolution plan will determine that specific operations to be instrumente resolution, including possible acquisitions of significant shareholdings and statutory amendments which, if any, occur as a result of these operations, do not require any further administrative authorization in the scope of the legislation on credit institutions.

Article 24. Preliminary measures the Bank of Spain, when you appreciate well-founded indications of the possible occurrence of conditions for resolution, prior to the eventual opening of a resolution process and in order to reduce or eliminate the obstacles that may arise during this may agree on the following measures: to) require the signing of contracts for the provision of services to ensure the effectiveness of critical character either with Group companies or third parties.

(b) require the limitation of the exhibitions of the entity to the individual and aggregate levels.

(c) impose specific information requirements or regular additional, including, among others, the maintenance of files and records specific and detailed financial transactions and contractual netting agreements referred to in section 2 of the Royal Decree-Law 5/2005 of 11 March, urgent reforms to boost productivity and for the improvement of public procurement.

(d) require the divestiture of certain assets.

(e) require the limitation or cessation of certain activities that come developing or that projected in the future.

(f) restrict or prevent the development or sale of new lines of business or products.

(g) require changes to the legal or operational structure of the organisation, group or subgroup consolidatable, reducing their complexity, with the objective that critical services can be legally and financially separate from other services through the adoption of measures of resolution.

Section 3 specific instruments of article 25 resolution. Resolution instruments.

1 resolution instruments are: a) the sale of the business of the entity.

(b) the transfer of assets or liabilities to a bridge Bank.

(c) the transfer of assets or liabilities to a society of asset management.

(d) the financial support to purchasers of the business, the bridge Bank or society of asset management when necessary to facilitate the implementation of the previous instruments and to minimize the use of public resources.

2. the FROB may adopt the previous instruments individually or jointly.

3. If apply partial resolution instruments, once the partial transmission of business or assets and liabilities, the entity will dissolve and settled within the framework of a bankruptcy procedure.

Article 26. Sale of the business of the entity.

1 the FROB will remember and run the transmission to a purchaser who is not a bridge Bank: to) actions, participatory assessments or contributions to the share capital or, in General, instruments representative of capital or equivalent of the entity or convertible in them, any that are their owners.

(b) all or part of the assets and liabilities of the entity.

2. the transmission referred to in the preceding paragraph will be held on behalf and on behalf of the shareholders of the entity, but without obtaining your consent or that of third parties other than buyer, and without having to meet the requirements of procedure relating to structural modifications of commercial companies. Be held, also in market conditions taking into account the circumstances of the particular case.

3 limitations or legal obligations mentioned in the lyrics to), b) and (d)) of article 33.1 nor will be applicable to persons or entities which, in implementation of the provisions of its resolution plan, acquired the shares, fees, contributions or instruments.

4. to determine the amount resulting from the transmission which is payable to the entity or its shareholders, will be deducted from the selling price otherwise, and administrative costs incurred by the FROB, including the cost of the instruments of financial support that this would have been able to adopt in accordance with the provisions of article 28, which will be refunded previously own FROB to charge to the selling price.

5. the FROB may apply this instrument resolution on one or more occasions and in favour of one or more purchasers.

6 to select the purchaser or purchasers, the FROB will develop a competitive process with the following characteristics: to) will be transparent, taking into account the circumstances of the case and the need to safeguard the stability of the financial system.

(b) it will favour or discriminate any of the potential acquirers.

c) it shall take appropriate measures to avoid conflict of interest situations.

(d) it shall take into consideration the need to implement resolution instrument as soon as possible.

(e) will have among its objectives the maximize the selling price and minimize the use of public resources.

7. when, in the terms provided for in article 66, the development of the procedure referred to in the preceding paragraph could make it difficult to achieve any of the objectives listed in article 3 and, in particular, when justify appropriately that there is a serious threat to the stability of the financial system as a result of the location of the entity or is found that the development of this procedure can hinder the effectiveness of the instrument's resolution the selection of the purchaser or purchasers may be carried out without having to comply with all procedural requirements listed in the previous section. The justification of this unique selection procedure will be communicated to the European Commission, for the purposes of the provisions of the rules on competition and State aid.

Article 27. Bridge Bank.

1. the FROB can remember and run the transmission to a bridge Bank of all or part of the assets and liabilities of the entity.

2. for the purposes of the provisions of this article will be considered bridge Bank to a credit institution, including where appropriate the institution itself in resolution, which is owned by the FROB, whose purpose is the development of all or part of the activities of the entity resolution and management of all or part of its assets and liabilities.

The bridge Bank must comply with the standards of management and discipline applicable to credit institutions and shall be subject to the same regime of supervision and sanction.

(3. the total value of liabilities transmitted to the bridge Bank may not exceed the value of the assets transferred from the entity or from any other source, including those relating to the financial support referred to in article 25.1. d).

4. the FROB may apply this instrument on one or more occasions and in favour of one or several banks bridge, as well as pass on assets and liabilities of a bank bridge to the entity or to a third party.

5. the bridge Bank will be administered and managed with the aim of selling it, or sell their assets or liabilities when the conditions are appropriate, and, in any case, within a maximum period of five years from its creation or acquisition by the FROB.

Sale of the bridge Bank or its assets or liabilities will depend on market conditions and will be developed in the context of competitive, transparent and non-discriminatory procedures. The result of the sale will correspond to the shareholders of the Bank bridge, with deduction, where appropriate, the same expenditures set out in article 26.4.

6. it shall revoke the authorization of the Bank bridge as a credit institution and shall cease in its activity after a year since it no longer held by the FROB, or be transferred all or most of their assets and liabilities to another entity and, in any case, within a maximum period of six years from its Constitution.

It should be operating, stopped the Bank bridge, the FROB will proceed to its liquidation, provided that it assumes the majority of the share capital. The amount resulting from the liquidation shall be paid to the entities in resolution whose assets and liabilities had been transmitted to the bridge Bank.

7. the creation and management of the bridge Bank will pursue the most efficient use of public resources and minimize public financial support, taking into account the need to ensure financial stability. For this purpose, adopt this measure for reasons of urgency, in the terms provided for in article 66.

Chapter V article 28 financial support instruments. Financial support instruments.


1. the FROB may adopt instruments of financial support to the extent necessary to achieve the objectives listed in article 3, taking into account the principles listed in article 4.

Prior to the adoption of instruments of financial support decision to which this article refers, the FROB rise to the Minister of finance and public administration and the Minister of economy and competitiveness an economic report that will detail the financial impact of this support on to the FROB funding charged to the general budget of the State. On the basis of the reports issued to effect the General Directorate of the Treasury and financial policy and the General intervention of the administration of the State, the Minister of finance and public administration may oppose, accordingly, the adoption of such instruments of financial support within the period of five business days since the memory is high you.

2 financial support from the FROB may be realized, inter alia, in one or more of the following measures: to) the granting of guarantees.

(b) the granting of loans or credits.

(c) the acquisition of assets or liabilities, and can maintain its management or entrust it to a third party.

(d) the recapitalization in the terms laid down in article 29.

Depending on whether processes of restructuring, in accordance with the provisions of chapter III, or resolution, in accordance with the provisions of chapter IV, the above-mentioned financial support measures may be adopted in relation to the entity, the companies of its group, the acquirer to which refers article 26, a bridge Bank or an asset management company.

3 when the FROB proceed to dispose of assets or liabilities that have been able to purchase in accordance with the provisions of point (c)) of paragraph 2, the disposal must be carried out through procedures that ensure competition.

4. in the event that entities that receive financial support in accordance with provisions in this chapter had been previously issued convertible instruments signed by the FROB, must proceed, if so requested the FROB, to its immediate conversion into ordinary shares or contributions to the share capital under the terms provided in the respective public writings of emission.

Where the corresponding entities are savings, necessarily take the regime laid down in the additional provision fifth of the Royal Decree-Law 2/2011 February 18, for the strengthening of the financial system, in the field of agreements concerning their participation in the Bank through which to develop, where appropriate, its activity as a credit institution.

5 use the FROB in instruments of financial support will not reduce the losses from the restructuring or resolution which corresponds to bear shareholders, cuotaparticipes or partners and creditors subordinated in accordance with provisions in this Royal Decree-Law and in particular, taking into consideration the principles listed in the letters a) and b) of article 4.

6. for the purposes of the application of the law 22/2003, of July 9, bankruptcy, the FROB credits will be considered general privileged credits.

7. the granting of guarantees by the FROB will be subject to the limits which are established in the corresponding annual laws from the State budget.

Article 29. Instruments of recapitalization.

1 the FROB may subscribe or acquire, in the conditions laid down in this chapter, the instruments described below issued by those entities which, within the framework of the provisions of chapters III and IV, need financial support: to) ordinary shares or contributions to the share capital.

((b) convertible instruments in the instruments referred to in to).

The subscription or acquisition shall be in accordance with the principles and criteria that the FROB could be established to effect, following a report from the Bank of Spain.

2. these instruments will be Computable in any case as basic resources and as principal, without prejudice to his special treatment in relation to the actions of management of hybrid instruments of capital and subordinated debt provided for in Chapter VII. Not will them apply the limitations legally established for computation of own resources and of the principal, or it will be mandatory that they are listed on an organized secondary market.

3. the FROB will anticipate in form of loan the subscription price or acquisition of instruments refers to this article in the terms provided in paragraph 3 of the fifth additional provision of the Royal Decree-Law 21/2012 July 13, of measures of liquidity of the public administrations and in the financial field.

Article 30. Economic value of the entity and payment of the instruments of recapitalization.

1 subscription, purchase or conversion of recapitalization instruments are priced to the economic value of the entity applying the discount which applies in accordance with the regulations of the European Union on competition and State aid.

The price of subscription, purchase or conversion will take place prior the General intervention of the administration of the State report on compliance with the applicable rules of procedure for its determination.

2. the payment of the price of subscription or acquisition of the instruments referred to in this article may be in cash or by delivery of securities debt, securities issued by the European financial stabilization or the European stability mechanism, facility or securities issued by the own FROB. Also, the FROB will meet that price by offsetting of credits have his claim against the corresponding entities.

3. to be beneficiaries of the actions of the FROB provided for in this article, savings banks must previously transferred its financial activity to a Bank pursuant to the provisions of articles 5 or 6 of the Royal Decree-Law 11/2010, from July 9, of governing bodies and other aspects of the legal regime of savings banks , within a maximum period of three months from the date in which the approval of the restructuring plan is notified to them.

Addition, the requesting entity of the performance of the FROB provided for in this article if a Bank jointly participated by savings pursuant to article octavo.3 of the law 13/1985, of 25 may, coefficients of investment, resources and obligations of information of financial intermediaries, those must transfer all its financial bank activity and carry on business pursuant to the provisions of articles 5 or 6 of the Real Decree-Law 11/2010, from July 9, within a maximum period of three months from the date in which the approval of the restructuring plan is notified to them.

Article 31. Ordinary shares or contributions to the share capital.

1. with prior to the acquisition by the FROB of ordinary shares or the realization of contributions to the share capital, the entity shall take necessary measures to make such acquisition or contribution suggest a stake in its capital that conforms to the economic value of the resulting entity of the valuation process.

2. the legal regime of the FROB shall not extend to by credit institutions participated in accordance with the provisions in this article, which shall be governed by the private law resulting from application.

3. the subscription or acquisition of these instruments will determine, in any case, by itself and without any other act or agreement, unless proper notice to the register of votes that correspond, the attribution to the political rights FROB corresponding and joining the Board of Directors of the CA. The FROB will appoint the person or persons who have their representation to that effect and will be available in the Board of Directors of as many votes as that result from applying to the total number of votes their percentage of participation in the entity, rounded to the nearest integer.

For the purposes of the seventh paragraph of article 5 of Royal Decree-Law 11/2010, from July 9, not be taken into account the participation of the FROB in the share capital of an entity.

4 in order ensure greater efficiency in the use of public resources and complying to the effect with the Spanish legislation and the European Union in the field of competition and State aid, the divestment by the FROB in the instruments referred to in this article will be made by its disposal through procedures that ensure competition and within a period not exceeding five years from the date your subscription or acquisition.

The FROB may take any of the instruments of financial support to which refers article 28 to support the competitive process of disinvestment.

The FROB will attend together with one or several of the other partners or shareholders of the entity to the eventual processes of sale of securities on the same terms that they can arrange.


5. the disposal will take place following a report of the General intervention of the administration of the State, relative to compliance with the applicable rules of procedure for its execution. In addition, significant holdings divestment processes carried out by credit institutions controlled by the FROB, in accordance with the plan of restructuring and resolution, through direct or indirect shareholdings, and regardless that such entities are subject to private law, shall report of the Ministry of finance and public administration as regards its adaptation to the principles of publicity and concurrence. It will be up to the Governing Committee of the FROB the delimitation of the concept of meaningful participation.

Article 32. Instruments convertible into shares or contributions to the share capital.

1. at the time of the adoption of the agreement of issuance of these instruments, the issuer must approve the necessary agreements for capital increase or the subscription of capital in the amount of required contributions.

2. the entity must commit to purchase or redeem the instruments signed or acquired by the FROB as soon as it is able to do so in the terms provided, and in any event within a period not exceeding five years. In addition, the issuance agreement shall provide for the convertibility of the titles by unilateral decision of the FROB if, before the course of the period of five years, the FROB, the Bank of Spain report, is very unlikely, in view of the situation of the institution or his group, which their repurchase or amortization can be performed within the time limit.

Article 33. Special scheme for the subscription or acquisition by the recapitalization instruments FROB.

1 when the FROB subscribe or purchase any of the recapitalization instruments indicated in the previous articles, you not be of application: to) the statutory limitations of the right to attend meetings or general meetings or the right to vote.

(b) limitations on the acquisition of contributions to the share capital of credit unions.

(c) the limitations established by law to the Computability of own resources and of the principal, or, in General, the limitations set forth at all times in relation to capital-adequacy requirements.

(d) the obligation to submit offer public procurement pursuant to the regulations on stock markets.

2 when the FROB subscribe or purchase contributions to the share capital of a Credit Union, assistance to the Assembly quorum and majorities required for the adoption of agreements will be calculated, and the voting rights are attributed, in proportion to the amount of contributions with respect to the share capital of the cooperative.

3. in the case that suppressing the right of pre-emption of shareholders agreed, need not be obtaining the report of auditor of accounts required by the text revised capital companies Act, approved by Royal Legislative Decree 1/2010, of 2 July.

Likewise, in case that issued the instruments referred to in article 29.1. b), the report of auditor of accounts required by the companies act of Capital, on the bases and modalities of conversion will not be necessary.

Article 34. Conversion and divestment of convertible instruments in shares or contributions to the share capital.

1 after five years from the disbursement or acquisition without titles have been repurchased or amortized by the entity, the FROB may request its conversion. The exercise of this right shall be, where appropriate, within a maximum period of six months from the expiration of the fifth year since the disbursement or acquisition took place.

If as a result of the evolution of the economic and financial situation of the entity or the development of market conditions they could not meet the targets set in the plan of action, restructuring or resolution, you may extend the period mentioned in the preceding paragraph until two years more.

2. the entity and its shareholders shall take the agreements and carried out the necessary actions to ensure that conversion, fulfilling the regulations of EU competition and State aid, the effect is performed in conditions of market and competition and in accordance with the economic value of the entity, pursuant to article 30 and to do so implement actions or contributions or capital reduction transmission operations, either by losses, Constitution or increase of reserves or refund of the value of contributions, which are appropriate.

The conversion will take place following a report of the General intervention of the administration of the State, relative to compliance with the applicable rules of procedure for its execution.

3. without prejudice to any other actions and responsibilities in the event of breach by the organization or those of its shareholders who have the status of credit institution from the obligation established in the preceding paragraph, the Bank of Spain may agree, provided that there had been already, replacement of organs of management or direction of the authority , and those of its shareholders who have the status of credit institution, until the conversion operation is complete. In such a case be appointed administrator the FROB, which, in turn, will appoint the person or persons which, in its name and in the exercise of the functions and attributions of this condition, shall take the agreements and carry out the actions necessary to give effect to the conversion. In his capacity as administrator, the FROB will have all the powers to adopt agreements and carry out the necessary actions to complete the conversion, whether or not provided for in the statutes of the CA and those of its shareholders who have the status of credit and who had also been appointed administrator.

4. in the event that finally there is the conversion of the instruments referred to in this article in ordinary shares or contributions to the share capital of the entity, will be applicable to new instruments the provisions of articles 31 and 33.

Chapter VI article 35 assets management company. Society of asset management.

1. in the terms foreseen in this Royal Decree, FROB may, as a matter of administrative act, forcing a credit institution to transmit certain categories of assets particularly damaged to an asset management company or whose permanence in the balance sheet of the entity is deemed to be detrimental to its feasibility, in order to give those assets from the balance sheet and allow the independent event management.

2. Regulations criteria shall be established to define the categories of assets referred to in the preceding paragraph depending on, among others, the activity to which they were linked, their antiquity in balance and accounting classification. Based on these criteria, the Bank of Spain shall specify for each entity assets likely to be transmitted.

3. the management company of assets, which will be a joint-stock company, will be governed by the provisions of this Royal Decree and the regulations that develop it and, Additionally, by the provisions in the recast of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and other rules of the legal consultancy.

4. the company may issue obligations and values that recognize or create debt without that application becomes the limit laid down in article 405 of the companies act of Capital.

5. for the purposes of the regulation contained in this chapter, the reference to assets will also include liabilities required to transmit.

Article 36. The transmission of assets regime.

1. the transfer of assets to the asset management company will take place without the need to obtain the consent of third parties, by any legal business and without having to meet the requirements of procedure relating to structural modifications of commercial companies.

2 prior to transmission, the credit institution will include the asset valuation adjustments to transmit according to criteria you determine by regulation.

Just prior to transmission, the Bank of Spain will determine the value of the assets on the basis of the assessment reports entrusted to one or more independent experts.

The assessment will take place through the procedure and in accordance with the criteria laid down in the preceding paragraph, according to commonly accepted methodologies consistent with the procedure for the evaluation referred to in article 5.

These methodologies must be coherent and appropriate to provide a realistic estimate of the assets, should maximize the use of observable data and limit as much as possible non-observable.

For the purposes of the provisions of the companies act of Capital, the previous valuation replaced by independent expert.

3. the FROB may require that, prior to its transmission to the society, assets are grouped in a society or do them any kind of operation that facilitates the transmission.

4. the transfer of assets shall be subject to the following special conditions:


(a) the transmission may not be, in any case, subject to termination by implementation of reintegration measures envisaged in the bankruptcy law.

(b) for the transmission of credit having consideration of litigation, will not be applicable as provided in article 1535 of the Civil Code.

(c) the acquiring company will not be obliged to make a public tender offer pursuant to the regulations on stock markets.

(d) the transfer of assets shall not constitute a course of succession or extension of tax responsibility or Social Security, except as provided in article 44 of the consolidated text of the workers ' Statute Act, approved by Royal Legislative Decree 1/1995, of 24 March.

(e) the asset management company will not be liable, in the case that there is the transmission of tax obligations incurred prior to such transfer arising from the ownership, exploitation or management thereof by the transferring entity.

Chapter VII management of hybrid instruments section 1 actions of management of hybrid instruments of capital and subordinated debt article 37. Hybrid instruments and subordinated debt capital management actions.

1. the restructuring and resolution plans that referred to in chapters III and IV, they should include actions of management of hybrid instruments and subordinated debt capital that credit institutions have issued to these plans, which are to ensure a proper allocation of costs of restructuring or resolution of the entity in accordance with the rules of European Union State aid and to the objectives and principles laid down in articles 3 and 4 and, in particular, to protect the financial stability and minimize the use of public resources.

2. actions that include plans for restructuring and resolution for the purposes of the preceding paragraph may affect emissions of hybrid instruments, such as preference shares or convertible bonds, bonds and subordinate obligations or any other financing subordinate, with or without expiration date, obtained by the credit institution, either directly or through a wholly owned entity , directly or indirectly, by it.

3. the hybrid instruments and subordinated debt capital management actions may affect all or part of the emissions or funding referred to in the preceding paragraph, but should take into account the different order of priority that they have each other emissions.

Article 38. Types of hybrid instruments and subordinated debt capital management actions.

1 the hybrid instruments and subordinated debt capital management actions may consist, inter alia, in: to) offers in Exchange for equity of a credit institution, are actions, participatory assessments or contributions to the capital.

(b) offers of repurchase values, either through your direct cash or conditional subscription, in accordance with their current value, the subscription of shares, participatory assessments or contributions to the capital of the entity or reinvestment of the price of repurchase at any other banking products.

(c) reduction in the face value of the debt.

(d) depreciation early to value other than the nominal value.

2. the measures of the previous paragraph shall be voluntary acceptance by investors. (In particular, those of c) and (d)) shall require the prior consent of investors for the modification of the emission which correspond, as provided in the terms and conditions of each. The entity should promote, where appropriate, amendments to the terms of the emission which facilitate measures envisaged in its restructuring or resolution plan, as appropriate.

The measures of the previous paragraph may be accompanied by other changes to the terms of affected emissions and, in particular, the introduction of the discretionary nature of the payment of the remuneration.

3 apply to the credit institutions referred to in article 37.1, for which the hybrid instruments and subordinated debt capital management actions do not reach a proper allocation of costs, as provided for in section 2 of Chapter VII.

Article 39. Market value.

1. the hybrid instruments and subordinated debt capital management actions shall take into account the market value of the debt securities that are directed, applying premiums or discounts that are compliant with the rules of the European Union's State aid.

2. for the purposes of credit market value, the entity will request the preparation of, at least, a report by an independent expert.

Article 40. Advertising actions of management of hybrid instruments and subordinated debt capital.

1. Once approved the plan of restructuring or resolution and in advance with regard to their execution, the hybrid instruments and subordinated debt capital management actions will be announced through relevant fact, published on the website of the entity and, where appropriate, in the Bulletin of quotation of the market in which securities are admitted to trading. Where the credit institution is not obliged to the preparation of a prospectus in accordance with article 30 bis of the law 24/1988, of July 28, the stock market and regulations consistent, this must establish and make available to the affected investors an information document containing all the necessary information so that these can properly assess whether to accept the proposal of the entity.

2. in the case that the acceptance of hybrid instruments and subordinated debt capital management action involves hiring or subscription of new banking or financial products, the entity should design a procedure of acceptance of the offer that will allow the fulfillment of the specific legislation on the protection of investors.

Section 2-management actions of hybrid instruments of capital and subordinated debt by the Fund for orderly bank restructuring article 41. Management of hybrid instruments of capital and subordinated debt by the Fund for orderly bank restructuring.

1. under the terms provided in this section the FROB agreed, with character of administrative act, management actions of hybrid instruments of capital and subordinated debt in the case of credit institutions referred to in article 37.1 for which is has developed a plan of restructuring or resolution, including them in such a plan, if it deems that they are necessary to achieve any of the following objectives (: a) ensure a proper distribution of the costs of the restructuring or resolution of credit institutions, subject to the regulations of European Union State aid and trying to minimize the use of public resources.

(b) preserve or restore the financial position of the credit institutions that receive financial support from the FROB.

2. the actions of management of hybrid instruments of capital and subordinated debt that remember the FROB are binding for credit institutions who are primarily intended for its entities fully participated directly or indirectly through which has been broadcast, and for holders of hybrid instruments and subordinated debt capital. To the extent that these management actions designed to ensure an adequate distribution of the costs of restructuring or resolution, are excluded from these management actions the hybrid instruments of capital and subordinated debt which the own FROB had signed or acquired under the present Royal Decree, regardless of if they have been entered into prior to such actions.

Article 42. Content of the actions of management of hybrid instruments of capital and subordinated debt that remember the FROB.

1. the FROB will determine what emissions or hybrid instruments and subordinated debt capital items are within the scope of action of management, and must respect, in that determination, the different order of priority may have each other emissions. More losses are not proportionally failing to holders that have better range than others, and in any case, it will be necessary that the shareholders, cuotaparticipes or members of the credit institution have assumed losses where possible.

2 the actions of management of hybrid instruments of capital and subordinated debt that may decide the FROB in accordance with the provisions of this section, shall be one or more of which are listed below: a) the deferral, suspension, removal or modification of certain rights, obligations, terms and conditions of all or any of the emissions of hybrid instruments of capital and subordinated debt of the entity in the sense of article 37.2. Modifications may affect, among others, a: 1 interest payment.

2. repayment of the principal.

3 cases of non-compliance.

4th due date.

5 the individual or collective rights of investors.

6 the right to request the Declaration of a breach.

7th the right to demand any payment related to values.

(b) the obligation of the institution from repurchase values affected the price determined by the own FROB.


FROB shall have the right to design the procedure of repurchase, without the price of repurchase total of emissions does not exceed its market value and premiums or discounts that are in conformity with the regulations of the European Union in the field of State aid. In any case, investors will receive an amount not less than that you would have received upon liquidation of the entity in the context of a bankruptcy procedure.

Also, the FROB will stipulate that payment of the price of repurchase is to reinvest in the subscription of shares, participatory assessments or contributions to the share capital, as appropriate, or that said payment is made in kind through the delivery of shares or participation quotas available in direct or indirect treasury stock of the entity.

(c) any other action which the credit institution concerned might have performed through hybrid instruments and subordinated debt capital management action.

3. for the purposes of executing measures that apply in accordance with the preceding paragraph, the FROB may adopt social arrangements and perform actions that were needed, under cover of the provisions of article 61. Likewise, it shall apply the provisions in article 63.1.

Article 43. Assessment criteria.

The Fund for orderly bank restructuring must assess the suitability and content of the action of management that would go to agree on the basis of the following criteria: a) the proportion that represent the hybrid instruments of capital and subordinated debt of the entity with respect to the total assets of this.

(b) the amount of perceived public aid or will perceive the entity and its form of implementation and, in particular, if the entity has received or will receive financial support in the form of social capital.

(c) the proportion that represent State aid received or committed with respect to the entity risk-weighted assets.

(d) the feasibility of the lender without such aid.

(e) the current and future capacity of the credit institution to raise own resources in the market.

(f) the amount that would be the holders of hybrid instruments of the entity of credit and subordinated debt in the event of dissolution and liquidation of this and in the absence of State aid.

(g) the market value of the hybrid capital and subordinated debt instruments that will affect the action.

(h) the effectiveness obtained or that it could obtain an action of management of hybrid instruments of capital and subordinated debt held by the entity.

(i) the degree of likelihood that investors would voluntarily accept the measures provided for in the previous article, taking into account, in addition, the majority profile of investments in each of the emissions that will affect the action.

Article 44. Approval of the action of management of hybrid instruments and subordinated debt capital.

The action of management of hybrid capital and subordinated debt instruments shall be approved by the FROB, which shall forward it, together with a memory with the reasons that led to its adoption, the Bank of Spain.

Article 45. Advertising and date of the agreement of the FROB.

1. the FROB must notify immediate to the credit institution concerned and to the Ministry of economy and competitiveness, the execution of the action of management of hybrid instruments of capital and subordinated debt agreed. The content of the corresponding agreement will be published as a relevant fact, as well as in the «Official Gazette» and on the website of the Fund itself.

2. the credit institution concerned shall ensure the knowledge of the content of the action agreed by the FROB investors affected by it, by posting on its website and, where appropriate, on the website of the National Commission of the stock market and action bulletin quote of the markets in which the affected values are admitted to trading.

3. the agreement shall take effect from the date of its publication in the "Official Gazette".

Article 46. Modification of hybrid instruments and subordinated debt capital management action.

1. at any time, where there are exceptional circumstances, the FROB, in accordance with the procedure laid down in article 44, alter action of hybrid instruments and subordinated debt capital management.

For these purposes, means that exceptional circumstances are if persists instability of the entity or an imminent threat to its stability or the financial system as a whole, and the Bank of Spain estimates that is convenient to modify the terms of action for dealing with such a better situation.

2. the modification agreed upon shall be approved in accordance with the procedure laid down in article 44, shall be published in accordance with the provisions of article 40, and will produce effects from the date of its publication in the «Official Gazette».

Article 47. Rights of investors affected by an action of hybrid instruments and subordinated debt capital management.

1. out of the provisions of article 69, holders of hybrid capital and subordinated debt instruments affected may not start any other procedure amount claim based on a breach of the terms and conditions of the corresponding issuance, if these terms have been affected by an action of management of hybrid instruments of capital and subordinated debt agreed by the FROB and the entity is complying with its content.

2. out of the provisions of article 71.1, holders of hybrid instruments of capital and subordinated debt affected not may claim of the entity or the FROB any economic compensation for damages that would have caused les the execution of an action of hybrid instruments and subordinated debt capital management.

Article 48. Rights of third parties.

The actions of management of hybrid instruments of capital and subordinated debt which are agreed by the FROB, as well as performances by the credit institution aimed at compliance with the same, shall not be considered as a cause of non-compliance or early termination of its obligations to keep the lender with third parties other than those referred to in the previous article. Consequently, hybrid instruments and subordinated debt capital management actions shall not modify, suspend or cease the credit institution relations with third parties, as well as not be granted new rights or impose new obligations to the lender against those. In particular, cited actions of management of hybrid instruments which are agreed by the FROB, as well as performances by the credit institution aimed at compliance with and implementation of the same, not may claim by third parties as a course of alteration of the rank of the order of the payment of the debt of the entity, for the purpose of its invocation to the exercise by them of procedural actions.

Accordingly, the actions of management of hybrid instruments shall not modify, suspend or cease the credit institution relations with third parties, as well as not be granted new rights or impose new obligations to the lender against those.

Article 49. Sanctioning regime.

This chapter VII will have consideration of rules of order and discipline for the purposes of law 26/1988, of July 29, on discipline and intervention of the credit institutions.

In particular, is considered very serious infringement breach or the obstruction of the execution of an action of management of hybrid instruments of capital and subordinated debt agreed by the FROB. You will have the same rating disclosure or dissemination by any means of the terms and conditions of a proposed action for management of hybrid instruments of capital and subordinated debt until it is actually agreed by the Fund.

The credit institution affected by the action be liable for the actions of any of its wholly owned entities that are transmitters of values within the scope of the action.

Chapter VIII Fund restructuring ranked Bank section 50 1st nature and legal status article. Fund for orderly bank restructuring.

1. the FROB shall manage the processes of restructuring and resolution of credit institutions.

2. the FROB is an entity of public law with its own legal personality and full capacity, public and private, for the development of its purposes, which shall be governed by the provisions of this Royal Decree.

3. the FROB will be subjected to the consultancy management, unless he acts in the exercise of administrative powers conferred by this Royal Decree-law or other rules of legal rank. Measures of restructuring or resolution of credit institutions that adopt the FROB communicate, where appropriate, to the European Commission or the national competition Commission, for the purposes of the provisions of the rules on competition and State aid.


4. the FROB will not be subject to the provisions contained in law 6/1997, of 14 April, organization and functioning of the General Administration of the State, nor shall it apply the General rules governing the regime of budgetary, financial, accounting, and control of the public organisms dependent or related to the General Administration of the State, except in the case outside the Court's control , in accordance with the provisions of the organic law 2/1982, of May 12, the Court of Auditors, and the subjugation of the internal regulations for its management in the field of economic and financial to the financial control of the General intervention of the administration of the State as provided for in chapter III of title VI of the Law 47/2003 , of 26 November, General budget. The FROB will not be subject to the provisions of law 33/2003 of November 3, the heritage of the public administrations.

5. the staff of the FROB will be selected respecting the principles of equality, merit and ability and advertising, and will be linked to it by a relationship of employment law. Without limiting the foregoing, the personal officer who will serve in the FROB may do so in the situation of special services. The costs of the staff of the Fund and its managers shall be subject to the limits for State public sector entities.

6. the FROB will have, for tax purposes, the same treatment as the guarantee fund for deposits of credit institutions.

7. the FROB may contract with third parties any material, technical or instrumental activities that are necessary for the proper fulfilment of their functions, to conform to the principles of publicity and concurrence, except in exceptional and urgent cases.

Article 51. Funding.

1. the FROB will have endowments that are made out of the State budget.

2. Additionally, for the fulfilment of its purposes, the FROB can attract funding by issuing fixed-income securities, receive loans, apply for the opening of credits and perform any other operations of indebtedness.

Outside resources obtained by the FROB, which is its instrumentation mode, shall not exceed the limit which is established in the corresponding annual laws from the State budget.

3 the Fund's unencumbered assets must be embodied in public debt or other assets of high liquidity and low risk. Any benefit accrued and posted in their annual accounts enter in the public Treasury. The FROB box service will be conducted by the Bank of Spain that will sign the appropriate agreement.

Article 52. The Fund for orderly bank restructuring government.

1 the FROB will be governed and administered by a nine-member Governing Commission: to) four members appointed by the Bank of Spain, one of which will be the Deputy Governor, who will hold the Presidency of the Governing Commission.

(b)) the General Secretary of the Treasury and financial policy, which will hold the Vice-Presidency of the Governing Committee and shall replace the President in his functions in case of vacancy, absence or illness.

(c) the Undersecretary of economy and competitiveness.

(d) the President of the Institute of accountancy and audit of accounts.

(e) the Director-General of economic policy.

(f) the Director General of budgets).

They will be, also attending the sessions of the Governing Committee, with voice but without vote, a representative appointed by the Comptroller General of the administration of the State and the other by the Attorney General the Director of the service law of the State.

The Executive Committee of the Bank of Spain shall appoint three members of the Governing Committee other than the Governor.

The Director-General of the FROB may attend the sessions of the Governing Committee, with voice but without vote. Also, the Governing Committee may authorize participation in its meetings of observers, provided that such participation does not generate conflicts of interest that might interfere with the development by the FROB of functions provided for in this Royal Decree-law. The own Governing Committee shall establish the terms that should engage the participation of the observers which, in any case, will not be voting, and will be subject to the duty of secrecy.

2. the Secretary of the Committee governing functions shall be exercised by the person is designated as provided in the regulation of internal regime of the FROB.

3 the members of the Governing Committee shall cease as such by the following causes: a) termination of the respective charges.

(b) ceasefire agreed by the Executive Committee of the Bank of Spain, in the case of the members appointed by the Commission other than the Governor.

4. the Steering Committee shall meet whenever it is convened by its Chairman, on his own initiative or at the request of any of its members. It is also empowered to establish its own regime of calls.

5 equals the Governing Commission adopt decisions relating to the powers and functions attributed to the FROB, without prejudice to the delegations or powers of Attorney that considers appropriate to approve for the due exercise of the same. In any case, the following functions will not be delegated: to) the functions attributed to the FROB for approval of the plans for restructuring and resolution of entities and the actions of management of hybrid instruments and subordinated debt capital.

(b) the adoption of the decision to carry out the financing operations provided for in article 51.2.

(c) approval of the annual accounts of the FROB that will be sent annually to the Minister of economy and competitiveness and the General intervention of the administration of the State for their integration into the General State account and the transfer to the Court of Auditors, as well as of the report that must be raised to the Minister of economy and competitiveness for its referral to the Commission of economy and competitiveness of the Congress of Deputies.

6. for the valid Constitution of the Governing Committee for the purpose of holding meetings, discussions and agreements, will require assistance at least half of its members with right to vote. Agreements shall be adopted by a majority of the members attending, having the President in the event of a tie vote on the number of votes.

7. the Steering Committee shall adopt a regulation of internal regime of the FROB where the basic rules of their performance in the field of economic, financial, patrimonial, budgetary, accounting, organizational and procedural will be collected. Rules collect basic guidelines of its policy of property on the credit institutions which have provided public financial support and include internal mechanisms of control of the Government from the FROB. These rules shall be recorded on the principles of good governance, objectivity, transparency, competition and advertising.

Article 53. Director General of the Fund for orderly bank restructuring.

1. the FROB will have a Director-General who will develop executive functions of direction and day-to-day management of the Fund, and many others are delegated by the Commission governing.

It will be named and separated by Royal Decree of the Council of Ministers, on a proposal from the Minister of economy, competitiveness and consultation to the Governor of the Bank of Spain, between people with ability, technical skills and sufficient experience to develop the functions of this office.

2 corresponds to the Director-General of the FROB the exercise of the following functions: to) promote and monitor all operations that the FROB to be executed in accordance with this Royal Decree-law.

(b) direct the ordinary, administrative and economic management of the FROB.

(c) formulate, subject to verification by the auditor of accounts and raise for adoption by the Commission governing the annual accounts of the FROB.

d) propose to the Governing Committee of the decision-making that is you are in accordance with the provisions of this Royal Decree, without prejudice to the Governing Commission can also adopt them ex officio.

(e) run the Commission governing agreements and many functions delegated, in accordance with article 52.5.

(f) accountability to the Governing Committee of the exercise of its functions.

Article 54. Parliamentary control.

1. on a quarterly basis, the President of the Governing Commission of the FROB will appear before the Commission of economy and competitiveness of the Congress of Deputies, in order to report on the evolution of the activities of the FROB and on the fundamental elements of its economic and financial performance.

In addition, the President of the Governing Commission of the FROB will appear, under conditions to be determined by the Commission of economy and competitiveness of the Congress of Deputies, to report specifically on the restructuring or resolution measures implemented by the Fund.

2. the Steering Committee will raise the Ministers of finance and public administration, economy and competitiveness a quarterly report on the management and performance of the FROB, where due account, will be inter alia, of economic and budgetary nature of greater impact actions undertaken by the FROB during this period. The Minister of economy and competitiveness will be transfer of the report to the Commission of economy and competitiveness of the Congress of Deputies.

Article 55. Cooperation and coordination with other national authorities.


1. the FROB will collaborate with the authorities having entrusted functions related to monitoring, restructuring or resolution of financial institutions, in particular, with the Bank of Spain, the National Commission of the stock market, the General Directorate of insurance and pension funds, the designated authorities of the autonomous communities to perform any of these functions, the Consorcio de Compensación de Seguros the deposit guarantee fund of credit institutions and the investment guarantee fund. For this purpose you can conclude relevant cooperation agreements with them, as well as request the information necessary for the exercise of powers which has attributed.

Also, the FROB will facilitate the authorities which referred to in the previous paragraph the information that is necessary for the exercise of its powers in accordance with the regulations in force.

2 in the case of resolution of credit entities that belong to a group or financial conglomerate: a) the FROB, to adopt measures and exercise the powers which, in effect, gives this Royal Decree, will minimize the impact of such measures and faculties may eventually have on the rest of the entities of the group or conglomerate and the group or conglomerate as a whole.

(b) the Bank of Spain and the FROB, each within the framework of their respective powers, shall assume the function of coordinators of the resolution when the Bank of Spain has assigned the functions of monitoring and oversight of the consolidatable group in which to integrate the parent conglomerate, or, in absence thereof, of the dominant entity considered individually.

Article 56. Cooperation and coordination with other international authorities.

1. in the exercise of its powers and, in particular, in the case of restructuring or resolution of credit institutions that belong to international groups, the FROB will collaborate with the institutions of the European Union, including the European banking authority, and foreign authorities having entrusted functions related to monitoring, restructuring or resolution of financial institutions and may for that purpose conclude appropriate partnership agreements with them as well as Exchange information to the extent necessary for the exercise of the powers which are conferred in relation to the planning and execution of measures of early action, restructuring or resolution. In particular, the FROB will participate in colleges of authorities of resolution that may be established to ensure the necessary cooperation and coordination with foreign authorities for resolution.

2. in the event that the competent foreign authorities do not belong to a Member State of the European Union, the exchange of information will require that there is reciprocity, that the competent authorities are subject to duty of secrecy in conditions which, at a minimum, are comparable to those established by the laws of Spain and that the information is necessary for the exercise by the foreign authority of supervision-related functions restructuring or resolution of financial institutions which, under its national legislation, are comparable to those established by the laws of Spain.

Transmission of information reserved for the authorities referred to in the previous paragraph will be conditioned, when information has originated in another Member State of the European Union, to express compliance of the authority which it had revealed, and the information may be communicated only for the purposes for which that authority has agreed.

3. in the case of resolution of credit institutions belonging to a group or financial conglomerate that also operate in other States members of the European Union and whose consolidated supervision does not correspond to Spanish authorities, before declaring the opening of a resolution process, the Bank of Spain shall consult the authority of the European Union responsible for the consolidated group supervision to which the entity belongs.

The Bank of Spain may not carry out the inquiry referred to in the preceding paragraph in case of emergency, or when you understand that the query can compromise the effectiveness of the relevant measures. In these cases, it shall without delay to the competent authority of the measures taken.

The Bank of Spain will promote the necessary actions that facilitate the adoption of a joint decision with the authorities of other Member States of the European Union resolution.

4. in the case of resolution of credit institutions belonging to a group or financial conglomerate that also operate in other States members of the European Union, the FROB, to adopt measures and exercise the powers which, in effect, gives this Royal Decree-Law, will minimize the effects that such measures and faculties may eventually have on the stability of the EU financial system and in particular in that of the Member States of the European Union, which operates the group or conglomerate.

Article 57. Duty of secrecy.

1. the data, documents and information that held by the FROB pursuant to the functions which entrusted it this Royal Decree-Law will be reserved and, with the exceptions provided for in the regulations, may not be disclosed to any person or authority, or used for purposes other than those for which they were obtained. This reserved character shall cease from the moment in which stakeholders make the facts public to which the data, documents and information referred.

2. the authorities and persons who, in accordance with the provisions of the preceding articles, can receive information from the FROB, as well as the Auditors of accounts, legal advisers and other experts who may be designated by the FROB in relation to the planning and execution of measures of early action, restructuring and resolution, will be also obliged to keep secret and not to use the information for purposes other than that for which it was provided them.

3. without prejudice to the provisions of article 56.1, shall apply to the FROB supplementary character with the provisions on confidentiality and secrecy applicable to the Bank of Spain and, in particular, those set out in article 6 of the Royal Legislative Decree 1298 / 1986 of 28 June, on adaptation of existing law of credit institutions of the European communities , and (1) of the additional provision fifth Royal Decree-Law 21/2012, of 13 July, measures of liquidity of public administrations in the financial field.

Article 58. Application of competition law.

In the exercise of its powers, the FROB and the Bank of Spain will minimize distortions that their actions cause in the conditions of competition, complying to the effect with the Spanish legislation and EU competition and State aid. For this purpose, the FROB and the Bank of Spain will collaborate with the European Commission providing the required information within the framework of the authorisation procedures provided for in the rules of the European Union on competition and State aid.

Article 59. Adoption of international recommendations.

In the exercise of its powers and whenever are not contradictory to the provisions of this Royal Decree-Law and the regulations in force, the FROB will take into consideration recommendations, guidelines, technical standards and other initiatives developed at the international level in the field of restructuring and resolution of credit institutions and, in particular, those adopted by the European Commission and the European banking authority.

Section 2 powers of the Fund for orderly bank restructuring article 60. Powers of the Fund for orderly bank restructuring.

The FROB will exercise powers necessary for the implementation of instruments and measures provided for in this Royal Decree-law. These powers shall be commercial or administrative nature.

Article 61. Commercial powers.

The FROB will exercise the powers conferred by the commercial law in General: to) to the Board of Directors of the entity, when he assumes such a condition.

(b) to the shareholders or holders of any securities or financial instruments, where the FROB has subscribed or purchased such securities or instruments.

(c) to the Board or general Assembly in the cases where this block or reject the adoption of the necessary agreements to carry out the measures of restructuring or resolution, as well as in the cases in which for reasons of extraordinary urgency, it is not possible to comply with the requirements of the current regulations for the valid Constitution and adoption of agreements by the Board or general Assembly. In such cases, shall be attributed to the FROB all those powers which bylaws could be legal or Board or general Assembly of the entity and which are necessary for the performance of the duties provided for in this Royal Decree-law in relation to the restructuring and resolution of credit institutions.

Article 62. General administrative powers.

The FROB will have the following administrative in nature, as well as the remaining powers provided for in this Royal Decree-Law: to) determine the economic value of the entity or their respective assets and liabilities, for the purposes of the application of the measures and instruments provided for in this Royal Decree-law.


(b) require any person any information necessary to prepare and adopt or apply a measure or instrument of restructuring or resolution.

(c) order the transmission of actions, participatory assessments or contributions to the share capital or, in General, instruments representative of capital or equivalent of the entity or convertible in them, any that are their owners, as well as of the assets and liabilities of the entity.

(d) operations of increase or reduction of capital, and emission and total or partial redemption of obligations, participatory assessments and any other securities or financial instruments, as well as the Bylaw amendments related to these operations, being able to determine the exclusion of the right of subscription in capital increases, even in the cases referred to in article 343 of the law of venture capital , or issuance of participatory assessments.

(e) actions of management of hybrid instruments and subordinated debt capital.

(f) determine the instruments that materialize the measures of restructuring or resolution, including, in particular, which involve structural changes to the entity, the dissolution and liquidation of the entity.

(g) dispose of immediately following a report of the National Commission of the stock market, the transfer of the securities held with the entity to another entity that is enabled to develop this activity, even if such assets are deposited in third parties on behalf of the entity providing the service of deposit.

For these purposes, the FROB, in his capacity as administrator of the entity, shall take necessary measures to facilitate access by the entity that will yield deposits of values or their custody to the documentation and accounting and computer records necessary to enforce the assignment.

((h) exercise, in connection with the transmission of values, financial, active or passive instruments of the entity, all or any of the following powers: i) compel the entity and the purchaser to provide the information and assistance necessary.

(ii) require any entity of the group to which belongs the entity to provide the operational services needed to enable this operated effectively transmitted business to the acquirer. When the entity of the group came already providing such services to the entity, it will continue them on the same terms and conditions, and, otherwise, will be provided on market terms.

Article 63. Executive nature of the measures.

1 without prejudice to the requirements laid down in the Royal Decree-Law and the formal obligations of perseverance in deed, registration or advertising which, if any, may be required by the regulations in force, the implementation of administrative acts by the FROB for the application of the instruments referred to in chapters III and IV, as well as the agreements adopted under the protection of article 61.c) It is not subject to approval, ratification, consent, no opposition or any other formality or requirement, including notification, by the Board or general Assembly, to the shareholders of the entity, debenture holders, cuotaparticipes, creditors, debtors, partners or any other third party or authorities, being immediately effective since its adoption, and regardless of which the process or corresponding requirement came imposed by the regulations in force or be enforceable contractually.

2. the implementation of such acts also may be affected by the rules on bank secrecy.

Article 64. Other applicable conditions.

The adoption of any measure of early action, restructuring or resolution, shall not constitute in itself an assumption of non-compliance or allow itself to no counterpart declare the expiration or early termination of the respective transaction or contract, or encourage the execution or the compensation of any rights or obligations arising out of the operation or the contract , given by do not put clauses thus establish it.

Notwithstanding the provisions of the preceding paragraph, the counterparty may declare, in the terms and conditions set forth in the corresponding contract, expiration or early termination of the contract or the corresponding transaction as a result of an alleged breach before or after the adoption or exercise of the corresponding measurement or faculty and not necessarily linked to this.

Article 65. Conditions applicable to financial transactions and contractual netting agreements.

1. in regards to financial transactions and contractual netting agreements referred to in section 2 of chapter II of title I of Royal Decree-Law 5/2005, of 11 March, will be applicable as provided in article 68.3. In addition, it will apply to these operations and agreements provisions of paragraphs second and third from article 68.3 even though the FROB had not made use of the Faculty of suspension to which this article refers.

Consequently, the adoption of instruments of resolution or the exercise of the powers necessary to implement these instruments, shall not constitute by themselves a course of non-compliance nor allow themselves to counterparties of the corresponding operations and agreements declare its expiration or early termination, or encourage its execution or the compensation of any rights or obligations related to such transactions and agreements except if finally the transaction or agreement is not transmitted to the acquirer or Bank bridge.

2. operations to be implemented resolution measures, including, inter alia, the instruments listed in article 25 and chapter VI, as well as hybrid instruments and subordinated debt capital management, will not be cancellable under cover of the provisions of article 71 of the law 22/2003 of 9 July Bankruptcy.

Article 66. Emergency measures.

For reasons of urgency and in order to guarantee the objectives provided for in article 3, the FROB may: a) adopt, prior to the adoption of the plan of restructuring or resolution, instruments provided for in the letters a) and b) of article 25, and the instruments of financial support in the terms provided in chapter V, as well as within the framework of the provisions of Spanish legislation and EU competition and State aid, and taking into account the principle of the more efficient use of public resources and the minimization of public financial support, provide liquidity to the entity of a transitional measure until the adoption of the corresponding plan.

The implementation of these measures must be authorised by the Bank of Spain, which will assess them within the framework of competencies that articles 15 to 24, as appropriate, being application as provided in sections 6 and 5, respectively, of those articles.

(b) a procedure for the estimation of the economic value of the entity in which they are not collected reports by independent experts, for the purposes of the assessment referred to in article 5 and for the application of measures for restructuring and resolution used.

Article 67. Advertising.

1. the FROB will perform the necessary actions to publicize the measures taken pursuant to chapters III and IV and, in particular, to the implementation of the instruments for a resolution and the exercise of the powers concerned, in order that these may be known by the shareholders, creditors or third parties that may be affected by the measures.

2. without prejudice to the provisions of the preceding paragraph, the FROB will notify the measures taken to the entity, the Ministry of economy and competitiveness and the Bank of Spain.

Also, when it is coming, the FROB informed about measures to the European banking authority and the authority of the European Union responsible for the supervision of the Group eventually affected.

3. during the preparation of the restructuring measures and resolution and, in particular, while the assessment referred to in article 5 is carried out and during the stages of study or negotiation of any operation in which the application of any of the instruments of resolution can be realized, the entity will be exempt from the obligation to publish and disseminate any information that may be regarded as relevant information for the purposes of provisions of article 82 of law 24/1988, of 28 July.

Article 68. Powers of suspension of contracts and warranties.

1. the FROB may suspend, with character of administrative act, any obligation to payment or delivery arising out of any contract entered into by the institution for a maximum period which begins with the publication of the exercise of this power until five in the afternoon of the following business day.

As provided for in the previous paragraph will not be applicable to deposits opened in the entity.

2. without prejudice to the provisions of Chapter VII, the FROB may, as a matter of administrative act, prevent or restrict the execution of security over any of the assets of the entity for the limited period of time deemed necessary to achieve the objectives of resolution by the FROB.


3. the FROB may, as a matter of administrative act, suspend the right of partners to declare the expiration or early termination or to urge the execution or compensation of any rights or obligations relating to financial transactions and contractual netting agreements referred by section 2 of chapter II of title I of the Royal Decree-Law 5/2005 , 11 March, as a result of the adoption of any measure of resolution, restructuring or early action, for a maximum period which begins with the publication of the exercise of this power until five in the afternoon of the following business day.

To end this term, whether assets or liabilities relate to which relevant financial transactions and contractual netting agreements have been transmitted to a third party, the counterparty may not declare the expiration or early termination or encourage the execution or compensation of the rights or obligations related to such transactions and agreements if assets and liabilities have been transmitted in accordance with resolution instruments.

However the provisions of the preceding paragraph, the counterpart may declare, in the terms and conditions set forth in the warranty or contractual netting agreements the expiration or early termination of such agreements or the corresponding operations and urge its execution or the compensation of the rights or obligations related to such transactions and agreements as a result of an alleged breach of anterior or posterior to the transmission and not connected to this.

Chapter IX litigation system article 69. Appeal against the decisions and arrangements of the Fund for orderly bank restructuring taken pursuant to article 61.

1. the decisions and agreements adopted by the FROB under the protection of article 61 shall only be contested in accordance with standards and procedures established for the challenge of social arrangements of the capital companies that are contrary to the law. Challenge action expires, in any case, within the period of 15 days counting from the moment that the FROB proceed to publicize these actions in accordance with the provisions of article 23 of the Royal Decree-law.

2. the shareholders, partners, debenture holders, cuotaparticipes, creditors or any other third party who consider that their rights and legitimate interests have been injured by the decisions taken by the FROB in its capacity as administrator may request, in accordance with article 241 of the companies act of Capital, that suffered damages is compensation for them. The social action of responsibility for the actions carried out by the FROB in the framework of the process of restructuring or resolution of the entity may not be exercise.

3 where, in accordance with article 70, has had filed contentious-administrative appeal against any of the acts that can dictate the FROB under cover of this Royal Decree, the commercial judge shall stay the proceedings initiated pursuant to this article until the resolution of the contentious-administrative appeal, when the administrative act in question gave coverage to the decisions taken by the FROB under the protection of article 61.

Article 70. Specialties of the appeal against the decisions and administrative acts in the framework of early action, restructuring and resolution processes.

1. the approval by the Bank of Spain's plans for early action, restructuring and resolution will put an end to the administrative procedure and may be appealed before the Board of the contentious-administrative of the High Court. In challenges to the adoption of the aforementioned plans may be jointly sued the Bank of Spain and the FROB, although the procedural action and possible liability of each will be limited to the scope of powers that they own.

2. the acts and decisions of the FROB dictated in the context of processes of early action, restructuring and resolution, will put end to the administrative procedure and shall be appealable before the contentious-administrative of the High Court.

Article 71. Specialties of the appeal against the decisions and administrative acts rendered in hybrid instruments and subordinated debt capital management.

1 will be eligible for the contentious-administrative appeals against the actions and decisions of the FROB in hybrid instruments and subordinated debt capital management: to) the shareholders or partners of the issuing credit institution of hybrid instruments of capital and subordinated debt representing at least 5% of the share capital and, where appropriate , the wholly owned entity through which emission has been implemented.

(b) holders of securities included in the scope of the action of management of hybrid instruments and subordinated debt capital.

(c) the Commissioner or the representative of the Trade Union or Assembly to bring to the holders of a certain issue affected by the action, provided that it is entitled to do so under the terms and conditions of the issuance and rules governing the functioning of the Union or Assembly.

2. the car by which, in his case, the adoption of measures agreed precautionary it be published in the «Official Gazette» and the credit institution, the Bank of Spain and the FROB will give the same advertising this car than to the action of management of hybrid instruments and subordinated debt capital.

3. in the event that the contentious-administrative appeal by security holders included in the scope of the action of management of hybrid instruments and subordinated debt capital or by the Commissioner or the representative of the Trade Union or Assembly that group them is estimated, the bug will only have effects with regard to the emission or emissions in which it had invested.

4. the credit institution and the FROB will give the same advertising the sentence than to the action of management of hybrid instruments and subordinated debt capital.

Article 72. Impossibility of execution of judgment in administrative litigation resources referred to in articles 70 and 71.

1. the Bank of Spain or the FROB may argue before the judicial authority the causes that determined the material impossibility of executing a judgment declaring contrary to right some of the decisions or acts referred to in articles 70 and 71. The judge or court will appreciate the concurrence or not of these causes and shall determine, where appropriate, the compensation that must be satisfied in accordance with the criteria of attribution of responsibility set out in article 70. The amount of this compensation will reach, at most, the difference between the damage actually suffered by the appellant and the loss that would have withstood if, at the time of adopting the corresponding decision or agreement, occurred the liquidation of the entity in the context of a bankruptcy procedure.

2 to assess the causes that determine the material impossibility of executing a judgment, in accordance with the provisions of the preceding paragraph, the judge or court shall particularly take into account: to) particularly significant volume or complexity of the affected operations or that they could be affected.

(b) the existence of damages that, run the statement in its strict terms, would be derived for the entity and for the stability of the financial system.

(c) the existence of rights or legitimate interests of other shareholders, partners, debenture holders, cuotaparticipes, creditors or any other third parties, protected by the legal system.

First additional provision. Provision of the FROB.

The endowment of the FROB referred to in article 51(1), in no case may make disbursement of larger amounts than expected initially charged to the General State budgets on the Royal Decree-Law 9/2009, of 26 June on bank restructuring and reinforcement of the resources of credit institutions, and the fourth additional provision of the Royal Decree-Law 2/2012 , on 3 February, cleaning up of the financial sector.

For the purpose of liquidating the participation of the deposit guarantee fund of credit institutions in the Fund for orderly bank restructuring, for the contribution that made the deposit guarantee funds from banking institutions, savings and credit unions in the establishment of the Fund, pursuant to Royal Decree-Law 9/2009, of 26 June, will take into account the equity resulting from the annual accounts for the financial year 2011.

Second additional provision. Anticipated income from the Fund for orderly bank restructuring to the public Treasury.

Without prejudice to the provisions of article 51.3, the Treasury may ask the FROB the anticipated entry of any resources generated throughout the year.

Third additional provision. Constitution and regime of the performances of the intervention delegate of the intervention General of the administration of the State in the FROB.

1. for the exercise of the functions of permanent financial control referred to in article 50.4 shall constitute an intervention delegate of the intervention General of the administration of the State in the FROB. Staffing in the aforementioned delegate intervention will be made only with staff available today the General intervention of the administration of the State, by means of reallocation of personnel.


2. with respect to any actions of control over the operations and activities of the FROB that could correspond to the General intervention of the administration of the State under the provisions of this Royal Decree, it shall apply article 145 of the Law 47/2003, of 26 November, General budget.

Fourth additional provision. Tax benefits in the property transfer and stamp tax for operations of the FROB.

It shall not apply the exception to the exemption provided in article 108.2 from law 24/1988, of 28 July, securities operations because of the intervention of the FROB, regulated in articles 26, 27 and 35 of this Royal Decree, including those in which the required tax were bridges banks, asset management companies or third parties who acquire values derived from the interventions of the Fund.

Fifth additional provision. Effects of the processes of early action, restructuring and resolution on the continuity of the activities of credit institutions.

1. Since the opening of the processes of restructuring and resolution, judges may not allow requests for competition of the credit institution. Such actions will be null void.

2 the contest of a credit institution, the commercial judge, suspending the processing of the request, notify requested the FROB so within the period of fourteen days inform it if you plan to open a process of restructuring or resolution of the entity. When you go to open any of these two processes, the judge of the commercial inadmitirá that application.

3. the implementation of resolution instruments and actions of management of capital and debt subordinated by the FROB hybrid instruments shall be regarded as measures of sanitation for the purposes of the provisions of the law 6/2005, of 22 April, on sanitation and liquidation of credit institutions.

4. the implementation by the FROB or by the Bank of Spain of measures and powers provided for in this Royal Decree-Law will not have the status of insolvency proceedings for the purposes of the provisions of law 41/1999, of 12 November, on payment and securities settlement systems, or will be by itself a course of execution for the purposes of the eleventh article of Royal Decree-Law 5/2005 , 11 March, urgent reforms to boost productivity and for the improvement of public procurement.

5. in addition, the implementation of any measure or Faculty of the above shall not affect the operation of the Spanish systems of payment and clearing and settlement of securities and financial instruments recognised under the law 41/1999, of 12 November, including schemes managed by entities of central counterparty in the terms of article 44 ter of law 24/1988 of 28 July, the stock market, or in particular, vesting, firmness and validity of orders of liquidation or their compensation, or to funds, securities or commitments that referred to this Act, or to the guarantees constituted in favor of system managers or the participating entities. Not affect the exercise of the right to compensation or to the implementation of the guarantees established in favour of the Bank of Spain, the European Central Bank or any national central bank of the European Union.

Sixth additional provision. Legal regime of the granting of guarantees as collateral for financial obligations payable to the Fund for orderly bank restructuring.

1 on the basis of provisions of article 114 of law 47/2003, of 26 November, General budget, authorizing the General State administration, subject to the conditions laid down in the additional provision, to grant guarantees guarantee of economic obligations payable to the Fund for orderly bank restructuring, derived from emissions of financial instruments , of the conclusion of operations of loan and credit, as well as any other operations of indebtedness that perform such background.

2. the maximum for the granting of guarantees amounts will be to determine the corresponding laws of the State budget.

3. the granting of the guarantees, which will not bear any Commission, must be agreed by the Minister of economy and competitiveness, in accordance with provisions in the Law 47/2003, of 26 November, and can only be made up to the date of the termination of the Fund.

4. of produce the execution of the guarantee, provided that the same call within 5 calendar days of the date of expiration of the secured obligation, the State will satisfy compensation to legitimate holders of guaranteed values, without prejudice to the amounts payable under the guarantee. The amount of this compensation will be the result of applying to the payment which consists of the execution of the guarantee issued by the Bank of Spain Euro Over Night Average interest rate, or that in his case, determined by the Minister of economy and competitiveness, on the day of the expiration of the obligation secured by the number of days that elapsed between this date and the cash payment by the guarantor , on the basis of a year of 360 days.

5 the Minister of economy and competitiveness is authorized to establish the conditions and procedure for responding to this compensation.

6 authorizes the Secretary of the Treasury and financial policy to make payments both to the execution of the guarantee this compensation through Treasury operations charged to the specific concepts that are created for this purpose.

After its completion, the General Directorate of the Treasury and financial policy will be applying to the expenditure budget of payments made in the year, payments made in the month of December of each year shall apply to the budget of expenses in the quarter immediately following.

Seventh additional provision. The creation of the Sociedad de Gestión de from assets of the bank restructuring.

1. in the period of three months from the entry into force of this Royal Decree, the FROB will constitute, under the name of Sociedad de Gestión de from assets of the bank restructuring, S.A., a society of asset management to acquire the assets of organisations that the FROB determines, in accordance with Chapter VI.

2. this partnership will have exclusive intended tenure, management and direct or indirect administration, acquisition and disposal of assets transferred him credit institutions laid down in the ninth additional provision, as well as those who might acquire in the future. For the purposes of compliance with its object, society will act at all times in a transparent manner.

3. this society shall be constituted by a limited period of time to be determined in the statutes.

4 may acquire the status of shareholders of the company, as well as the FROB, the guarantee fund for deposits of credit institutions, credit institutions, other entities classified as financial in accordance with article 3(3) of the Act 25/2005, 24 November, regulating the companies of venture capital and their management companies, other institutional investors and institutions to be determined according to the rules.

In any case, public participation may be equal or superior to 50% of the capital of the company. Public participation means the set of direct and indirect participations which have public institutional units, as defined in the European system of national accounts.

5 hold the status of Member of the Board of Directors, will require the conditions of commercial and professional honesty required to exercise banking activity. The statutes, shall also provide, the existence of one sufficient number of independent directors, in accordance with regulations.

6. in the event that the proper management of the asset management company so did suitable, the FROB may constitute a management company whose object consists of the management and administration of the patrimony of society asset management, which will represent, in their case, in the operations of its regular traffic, with a view to the realization of such heritage in the best possible conditions , within the term of duration of the aforementioned asset management company. This management company will adapt its legal provisions in the companies act of Capital and other rules of the legal consultancy. Paragraphs 4 and 5 of this additional provision shall apply to the management company.

7. the management company of assets or, in his case, the management company, shall refer to the FROB much information on his activities and the adequacy of the provisions of this Royal Decree-law required them.

The eighth additional provision. Assets to pass to the Sociedad de Gestión de from assets of the bank restructuring.

1. by regulation assets shall be determined to be transmitted, in the terms provided for in chapter VI of this Royal Decree, by the credit institutions referred to in the ninth additional provision.


2 in the event that, in accordance with the provisions of the preceding paragraph, the assets to transmit understand total or partially assets governed by chapter II of the Royal Decree-Law 18/2012 may 11, on sanitation and sale of real estate from the financial sector assets, the transmission to the management company's assets in accordance with the provisions of this article shall comply with the obligations laid down in article 3(1) of the Royal Decree-Law 18 / 2012, May 11.

3. the set of active subject of transmission to the asset management company shall include shares or participation certificates in the asset management companies governed by chapter II of the Royal Decree-Law 18/2012 may 11, that, to date must occur in which transfer to society, already had occurred that transfer , in accordance with article 3(1) of the Royal Decree-Law 18/2012, of 11 May.

Ninth additional provision. Entities obliged to pass assets to the Sociedad de Gestión de from assets of the bank restructuring.

Come forced to transmit the assets listed in the additional provision eighth at society asset management, credit institutions that are mostly owned by the FROB to the entry into force of this Royal Decree-law or which, in the opinion of the Bank of Spain and after independent evaluation of the needs of capital and asset quality in course to the entry into force of this Royal Decree-Law will require the opening of a process of restructuring or resolution under this Royal Decree-law.

Tenth additional provision. Separate estates.

1. in the terms to be determined by regulation, may constitute groupings of assets and liabilities of a company's asset management which will constitute separate, lacking legal personality heritages, although they may be holders of rights and obligations in terms of this Royal Decree-Law and other applicable legislation.

2. these entities will adapt its legal system to this Royal Decree and its regulations of development and, secondarily, to the regulation of companies and venture capital funds, funds of securitization and securitization mortgage, insofar as it is of application. You shall not in any case apply rules on composition, quantitative or qualitative, of assets or liabilities that may be applicable to other similar entities.

Eleventh additional provision. Consequences of the losses incurred by credit institutions controlled by the FROB in relation to their net worth.

1 shall not apply to credit institutions that the FROB holds the position of control or those whose Board of Directors is controlled by the FROB, the cause of dissolution mandatory under paragraph e) of paragraph 1 of article 363 of the companies act of Capital, not resulting them nor application to these entities or your administrators the regime contained in section 2 of chapter I of title The companies act of Capital x.

2. in the same way, won't be applicable to these entities as provided in Article 327 of the companies act on compulsory reduction of capital due to losses that reduce equity below two-thirds of the amount of equity Capital.

3 concerned articles of the companies act of Capital again shall apply, where appropriate, from the moment that the FROB no longer hold the position of control or to control the Board of Directors of the affected entity, time which will begin to compute the time limits provided for in the articles 327 and 365.1 of the companies act of Capital respectively.

Twelfth additional provision. Recruitment by the formality of the FROB emergency.

The FROB may apply the processing of emergency regulated in article 113 of the consolidated text of the Public Sector Contracts Act approved by Royal Legislative Decree 3/2011, of 14 November, for those services that are necessary to ensure the effectiveness of the measures taken in the process of restructuring and resolution of credit institutions.

Thirteenth additional provision. Marketing to Computable subordinate financing as equity and convertible preference shares, debt instruments retailers.

Marketing or positioning between customers or retail investors of emissions of preferred shares, convertible debt instruments or Computable subordinate financing as own resources compliance with the solvency of credit institutions, will require compliance with the following requirements: to) the emission has to have a section exclusively directed to customers or professional investors of at least fifty percent of the total of the same While the total number of such investors can be less than fifty, and without having to apply to this case as provided for in article 78 bis.3.e) of law 24/1988, of July 28, the stock market.

(b) in the case of emissions of preference shares, or convertible debt instruments of entities that non-listed companies, in terms of article 495 of the companies act of Capital, the minimum unitary nominal value of the securities will be 100,000 euros. In the case of the remaining emissions, minimum unit nominal value will be 25,000 euros.

This provision is considered standard of management and discipline of the stock market, constituting non-compliance violation very serious as provided for in title VIII of the law 24/1988, of 28 July.

Fourteenth additional provision. References to the Royal Decree-Law 9/2009, of 26 June on bank restructuring and reinforcement of the resources of credit institutions.

References that are made to the Royal Decree-Law 9/2009, of 26 June on bank restructuring and reinforcement of the resources of credit institutions, in the legal system shall be carried out to this Royal Decree-law.

First transitional provision. Ongoing restructuring processes.

1. as provided for in chapter III of this Royal Decree-Law will be applicable to restructuring of credit institutions which, at the date of entry into force of this Royal Decree, are developing in accordance with the provisions in chapter II of title I of the Royal Decree-Law 9/2009, of 26 June on bank restructuring and reinforcement of the resources of credit institutions , and not completed on that date.

2 means that the entities which had received financial support from the FROB as laid down in title II of Royal Decree-Law 9/2009, of 26 June, are in a process of restructuring for the purposes of this Royal Decree-Law, and that those which were subject to a restructuring process involving the FROB as foreseen in article 7 of the Royal Decree-Law 9/2009 26 June, they are subject to a resolution for the purpose of the planning process in this Royal Decree-law. In any case, the Bank of Spain may agree at any time opening of the corresponding process resolution of an entity which had received financial support from the FROB as laid down in title II of Royal Decree-Law 9/2009, of 26 June, if found in the circumstances described in article 19 of this Royal Decree.

However the provisions of the preceding paragraph, the financial support that the FROB had been granted in accordance with the provisions of title II of the Royal Decree-Law 9/2009, of 26 June, will continue to be governed by the legislation applicable on the date that would have been granted.

Second transitional provision. Authorization in progress and disciplinary procedures.

The administrative procedures sanctioning and authorization that had begun at the date of entry into force of the fourth and seventh final provisions of this Royal Decree-Law shall be governed by the previous regulations until its completion.

Third transitional provision. Received financial support.

1. for the purposes of the provisions of articles 41 and 43, when the FROB value public support received by the respective credit institution to ensure a proper allocation of costs from the restructuring or resolution of the entity, must also take into account the public supports the entity would have received from the FROB and which it had paid out cash or values that would have been available under the financial assistance for the recapitalization of Spanish financial institutions referred to in the additional provision fifth Royal Decree-Law 21/2012, of 13 July, measures of liquidity of the public administrations and in the financial field, even when such public support had been received by the Agency before the entry into force of this Royal Decree.

2. exceptionally, the granting of support measures from the FROB to processes of integration of credit unions initiated prior to the entry into force of this Royal Decree, under cover of the provisions of article 10 of the Royal Decree-Law 9/2009, of 26 June, shall be governed by the provisions of this rule, Spanish being excluded such measures from the programme of financial assistance for the recapitalization of financial institutions that are It concerns the fifth additional provision of the Royal Decree-Law 21/2012, of 13 July.


3 the financial support received by a credit institution prior to the entry into force of this Royal Decree-Law no expected will find it application in article 4.2 of the East Royal Decree-law.

Fourth transitional provision. General plan of viability.

The general feasibility Plan provided for in article 31.1 bis of law 26/1988, of July 29, on discipline and intervention of the entities of credit, subject to drafting set in the fourth of this Royal Decree-Law final disposition, will be callable entities, six months since is complete the regulatory development to specify its contents.

Fifth transitional provision. Rule of transfer of assets of the Royal Decree-Law 18/2012 may 11, on sanitation and sale of real estate assets from the financial sector.

The obligation to provide assets awarded or received in payment to the management societies of assets referred to in chapter II of the Royal Decree-Law 18/2012, of 11 may, on sanitation and sale of real estate assets from the financial sector, will not be applicable to those credit institutions participated mainly by the FROB or which were subject to a process of resolution , or to the rest of credit institutions belonging to the group or subgroup consolidatable.

Sixth transitional provision. Main capital requirements until December 31, 2012.

Until 31 December 2012 the groups and credit institutions referred to in article 1 of the Royal Decree-Law 2/2011 February 18, for the strengthening of the financial system, will meet the requirements of main capital in accordance with the requirements and calculation procedures in force before the entry into force of this Royal Decree.

Sole repeal provision. Repeal legislation.

They are hereby repealed many rules of equal or lower rank is contrary to the provisions of this Royal Decree and, in particular, the following: a) the Royal Decree 9/2009, of 26 June on bank restructuring and reinforcement of the resources of credit institutions.

(b) paragraphs two bis and two ter of article 3 of the Royal Decree 2606 / 1996, of 20 December, on deposits of credit guarantee funds.

(c) the third transitional provision and the final third provision of the Royal Decree-Law 2/2011 18 February, for the reinforcement of the financial system.

(d) section 1.3 and annex II of the Royal Decree-Law 2/2012, 3 February, cleaning up of the financial sector.

First final provision. Modification of the law 13/1985, of 25 may, coefficients of investment, resources and obligations of information of financial intermediaries.

(Added the letters k) and l) to paragraph 1 of the second additional provision of Act 13/1985, of 25 may, investment coefficients, own resources and obligations of information of the financial intermediaries, with the following wording: «k) the public sale offer has to have a section exclusively aimed at professional customers of at least 50% of the total number of emission While the total number of such investors can be less than 50 and without having to apply to this case as provided for in article 78 bis. (3 e) of the law 24/1988, of July 28, the stock market.

(l) in the case of emissions from entities that non-listed companies, in terms of article 495 of the Ley de Sociedades de Capital, the minimum unitary nominal value of preference shares will be 100,000 euros and in the case of the remaining emissions, the minimal unitary nominal value of preference shares will be 25,000 euros.»

Second final provision. Modification of the Royal Legislative Decree 1298 / 1986 of 28 June, on the adaptation of the existing law in respect of credit institutions to the European communities.

With effect from 1 January 2013, the letter c is modified) article 6.1 of the Royal Legislative Decree 1298 / 1986 of 28 June, on the adaptation of the existing law in respect of credit institutions to the of the European communities, which is worded in the following way: «c) penalties for serious and very serious offences that entail public reprimand or disqualification of managers or executives.»

Third final provision. Modification of the law 24/1988, of 28 July, the stock market.

Law 24/1988, of 28 July, the stock market, is hereby amended as follows: one. Paragraph 3 of article 27 is drawn up in the following way: «3. except for admissions to trading of non-equity securities whose nominal unit value is equal to or greater than € 100,000, the brochure will contain a summary, prepared in a standardized, in a concise format and in non-technical language, will provide the essential information to assist investors in determining whether or not invest in such securities.»

It means fundamental information, essential and properly structured information that has been provided to investors so that they can understand the nature and the risks inherent to the issuer, the guarantor and the securities which are offered to them or going to be admitted to trading in a market regulated, and that can decide the offerings of securities that should follow examinee.

Without prejudice to what is determined according to the rules, will be part of the essential information, as a minimum, the following elements: a) a brief description of the essential characteristics and risks associated with the issuer and any guarantors, including assets, liabilities and financial position.

(b) a brief description of the essential characteristics and risks associated with investment in the securities concerned, including the rights attached to the securities.

(c) the General conditions of the offer, including estimated costs imposed to the investor by the issuer or the offeror.

(d) information on the admission to trading.

(e) the reasons for the offer and the fate of income.

Also in this overview will warn that: 1 should be read as an introduction to the prospectus.

2nd any decision to invest in the securities should be based on the consideration by the investor of the prospectus as a whole.

3rd not they may require liability to any person solely on the basis of the summary, unless it is misleading, inaccurate or inconsistent with regard to the other parts of the prospectus, or not contribute, read together with the other parts of the prospectus, essential information to assist investors in determining if they invest or not in the values.

Two. Paragraph 4 of article 28 is drawn up in the following terms: «4. is shall not require any responsibility of the persons mentioned in the preceding paragraphs on the basis of the summary or on its translation, unless it is misleading, inaccurate or inconsistent in relation to the other parts of the prospectus, or not contribute, read together with the other parts of the prospectus» «, essential information to assist investors in determining whether they invest or not in values.»

3. Paragraph 1 of article 30 bis is drawn up in the following terms: "1. A public offer for sale or subscription of securities is any communication to persons in any form or by any means to present sufficient information on the terms of the offer and the securities offered, so allow an investor to decide the purchase or subscription of these values."

The obligation to publish a prospectus shall not apply to any of the following types of offers, which, as a result for the purposes of this law, not shall be regarded as public offering: a) an offer of securities addressed solely to qualified investors.

(b) an offer of securities addressed to less than 150 people or legal entities by Member State, excluding qualified investors.

(c) an offer of securities addressed to investors who acquire securities amounting to a minimum of 100,000 euros per investor, for each separate offer.

(d) an offer of securities whose nominal unitary value is at least 100,000 euros.

(e) an offer of securities for a total amount in the European Union less than 5,000,000 euros, to be calculated over a period of 12 months.

«(((Cuando se trate de colocación de emisiones contempladas en las letras b), c), d) and e) of this section, directed to the public in general using any form of advertising, should intervene an entity authorized to provide investment services for the purposes of the marketing of the securities issued.»

Four. (The letter b is modified) of the article 35.5 and add a new letter c), which are worded in the following way: «b) issuers issued only debt securities admitted to trading on an official secondary market or other regulated market whose unitary nominal value is at least 100,000 euros, or in the case the non euro-denominated debt securities whose unit nominal value, at the date of issuance, equivalent to 100,000 euros as minimum.

((c) without prejudice to point (b)), issuers that have only emissions live from debt securities admitted to trading on an official secondary market or other regulated market domiciled in the European Union by December 31, 2010, whose unitary nominal value is at least 50,000 euros, or in the case the non euro-denominated debt securities whose unit nominal value, at the date of issuance, equivalent to € 50,000 as a minimum, during the time in which such obligations are living.»


5. A new wording is given to the third subparagraph of paragraph 3 of article 79 bis and add a new fourth subparagraph, in the following terms: «the information relating to financial instruments and investment strategies should include guidelines and suitable warning about the risks associated with these instruments or strategies. The National Commission of the stock market may require that information that is returned to the investors prior to the purchase of a product, include how many warnings it deems necessary relating to the financial instrument and, in particular, those that stand out that you it's a product not suitable for non-professional investors due to its complexity. Equally, it may require that these warnings are included in the advertising elements.

In the case of values different from actions issued by a credit institution, the information that is returned to the investors shall include additional information to highlight to investors the differences of these products and ordinary bank deposits in terms of return, risk and liquidity. The Minister of economy and competitiveness, or with its express the National Commission of the market of values, you can specify the terms of the aforementioned additional information.»

6. Paragraphs 6 and 7 of article 79 bis are drafted in the following way: «6. when provided the service of portfolio management or investment advice, the entity will get the necessary information about the knowledge and experience of the customer, including potential clients, in the field of investment for the type of product or service in question; " and on the financial situation and investment of those objectives, in order that the entity can recommend the services of investment and financial instruments that most suit you. When the entity has not obtained this information, not it will recommend investment services or financial instruments to the client or potential client. In the case of professional clients the entity will not have information on the knowledge and experience of the customer. The entity will provide to the client in writing or via another durable medium a description of how fits made recommendation to the characteristics and goals of the investor.

7. when provision of services other than those provided for in the preceding paragraph, investment services company shall request the customer included in your case potential customers, providing information on their knowledge and experience in the field of investment corresponding to the specific type of product or service offered or requested, in order that the entity can be evaluated if the service or investment product is suitable for the client. The entity shall present a copy to the customer of the document containing the assessment.

When, on the basis of that information, the entity considers that investment service or product is not suitable for the customer, will warn it is. Also when the customer does not provide the information indicated in this paragraph or this is insufficient, the entity will warn you as that decision preventing him to determine if the investment or projected product service is suitable for it.

Where the investment services provided in connection with a complex instrument as set out in the following paragraph, be required that the contractual document includes, along with the signature of the client, a handwritten expression, on terms to be determined by the National Commission of the market of stock, by which the investor revealed that it has been warned that the product is not suitable or that has not been possible to assess it in terms of this article.

In the terms to be determined by the National Commission of the stock market, institutions that provide investment services shall maintain, at all times, an up-to-date register of customers and products that are not suitable in that it reflect, for each customer, products whose suitability has been assessed with a negative result."

Fourth final provision. Modification of law 26/1988, of July 29, on discipline and intervention of the credit institutions.

Law 26/1988, of July 29, on discipline and intervention of the credit institutions is hereby amended as follows: one. The letter p) article 4 is worded in the following way: «p) the lack of reference to the Bank of Spain by the managers of a credit institution of the plan of return to compliance with the rules of solvency or plans of action or restructuring them referred to in Royal Decree-Law 24/2012, 31 August restructuring and resolution of credit, when it is coming. "Means that there is a lack of remission when the deadline had passed for it, from the moment that administrators knew or must have known that the entity was in any of the conditions determining the existence of such a duty."

Two. With effect from January 1, 2013, article 18 is drawn up in the following way: «without prejudice to the provisions of article 42 of this law, corresponds to the Bank of Spain competition for the instruction of the records referred to in this title and for the imposition of sanctions.

When the Bank of Spain imposed penalties for very serious offences will give reasoned account of its adoption to the Minister of economy and competitiveness.

The Bank of Spain forward with quarterly periodicity to the Ministry of economy and competitiveness General information about processing procedures and the resolutions adopted.»

3. With effect from January 1, 2013, paragraphs 1 and 2 of article 25 are written in the following way: «1. sanctions imposed under this Act shall not insofar as they have not put an end to the administrative procedure. "

2. resolutions of the Bank of Spain that put an end to the procedure shall be appealable in appeal before the Minister of economy and competitiveness, pursuant to the provisions of articles 114 and 115 of the law 30/1992, of November 26, legal regime of public administrations and common administrative procedure.»

Four. Paragraph 1 bis of article 30 bis is drawn up in the following way: «1 bis. Credit institutions and credit institutions consolidated groups shall be provided, in conditions commensurate with the nature, scale and complexity of its activities, an organizational structure that is adequate, with well defined, transparent and consistent lines of responsibility as well as effective procedures for the identification, management, control and communication of risks that are or may be exposed, together with adequate internal control mechanisms including administrative procedures and solid accounting policies and practices of remuneration consistent with the promotion of a sound and effective risk management.

As part of these procedures of Government and organizational structure, consolidated groups of credit institutions and credit institutions shall draw up and keep updated a general viability Plan that includes measures to be taken to restore the viability and the financial entity strength should they suffer any significant deterioration. The plan will be submitted for approval of the Bank of Spain, which may require the modification of its contents and, if deemed insufficient, impose on the entity measures provided for in article 24 of the Royal Decree-Law 24/2012 August 31, restructuring and resolution of credit institutions. Be specified by regulation, content that will include the feasibility Plan.

Also, as part of these procedures of Government and organizational structure, entities credit and consolidated groups of credit institutions that provide investment services shall comply with requirements of internal organization collected in the article 70 ter.2 of law 24/1988, of 28 July, the stock market, with specifications to be determined by regulation.

The adoption of such measures is understood without prejudice to the need to define and apply those other policies and procedures of the organization which, in specific relation to the provision of investment services are payable to these entities on the application of the specific regulations for the stock market.»

5. Article 31 is worded in the following way: «article 31.

1. when a credit institution is in any of the situations described in the Royal Decree-Law 24/2012, 31 August, restructuring and resolution of credit institutions, you can remember provisional replacement of its organ of administration in the terms provided for in this law and the particularities contained in the aforementioned Royal Decree-law.

2. also you can remember intervention of a credit institution or provisional replacement of its Board of Directors in the terms provided for in this Act where there are well-founded indications that one is in a situation of exceptional gravity which endanger its stability, liquidity or solvency.

3. in addition, proceed intervention or provisional replacement of the Board of Directors of a credit institution in the situations described in articles 59 and 62, relating to breaches of persons holding a significant stake.


4. the measures of intervention or replacement referred to in this article may be taken during the treatment of a sanctions dossier or independently of the exercise of the powers to impose penalties, whenever there is any of the situations provided for in the two preceding paragraphs.»

6. With effect from January 1, 2013, article 43 paragraph 1 is drawn up in the following way: «will correspond to the Bank of Spain authorised the creation of credit institutions, as well as the establishment in Spain of branches of credit institutions not authorised in a Member State of the European Union. Enrollment in corresponding records, as well as the management of these, shall fall equally to the Bank of Spain.'

Fifth final provision. Modification of law 29/1998, of 13 July, regulating the contentious jurisdiction.

Add a new letter g to paragraph 1 of article 11 of law 29/1998, of 13 July, regulating the contentious with the following wording: «g) of appeals against acts of the Bank of Spain and the restructuring ranked Bank FROB Fund in accordance with the provisions of Royal Decree-Law 24/2012, of 31 August» restructuring and resolution of credit institutions'.

Sixth final provision. Modification of law 22/2003 of 9 July, bankruptcy.

Paragraph k) (2) of the provision of additional second of law 22/2003, of July 9, bankruptcy, shall be drafted in the following terms: "k) the Royal Decree-Law 24/2012 August 31, of restructuring and resolution of credit institutions."

Seventh final disposition. Modification of the Royal Decree-Law 2/2011 February 18, for the strengthening of the financial system.

The Royal Decree-Law 2/2011 February 18, for the strengthening of the financial system, is to be re-worded as follows.

One. Article 1 is drawn up in the following way: «article 1. Strengthening of the solvency of credit institutions.

1. from 1 January 2013, consolidated credit entity groups, as well as credit institutions not part a consolidatable group of credit institutions, which can capture reimbursable public funds, excluding branches in Spain of credit institutions authorized in other countries, must have a principal, at least , 9% of its exhibitions total risk-weighted and calculated in accordance with the general rules on own resources foreseen in the law 13/1985, of 25 may, coefficients of investment, resources and obligations of information of financial intermediaries, its implementing regulations, and without prejudice to compliance with the requirements of resources own demanded by such regulations.

2 after compliance with deadlines laid down in the first transitional provision, shall apply to cases of failure of the principal, with the specifications arising from this Royal Decree-Law, the rules on breaches of own resources, and in particular, the obligation to submit a plan of compliance and expected return in the eleventh article of law 13/1985 , 25 May.

3. the Bank of Spain may require the entities or groups mentioned in this article, the fulfillment of a level of principal higher than provided for in paragraph 1 if the entity does not reach, in the more adverse scenario of a test of the whole system, the level of minimum resources required in this test and up to the limit of that requirement.

4. in addition, the Bank of Spain, within the framework of the revision supervisor of capital adequacy that referred c) of paragraph 1 of article tenth bis of the law 13/1985, of 25 may, may require the entities or groups mentioned in this article have an additional excess of principal.

5. in any case, consolidated groups of credit institutions, as well as credit institutions not part a consolidatable group of credit institutions subject to the requirement of main capital established in this article not may, without the prior permission of the Bank of Spain, reduce the components of the principal below the corresponding figure for 31 December 2012 as the cut out as a result of the distribution refund or compensation of the components of the principal or any other action that is aimed at the erosion of the commitment to the holders of the respective instruments to CA.»

Two. Article 2 is worded as follows: 'article 2. Main capital.

1 a the effects of the provisions of article 1, the main capital of a credit institution shall comprise the following elements of its own resources: to) the share capital of corporations, excluding, where appropriate, redeemable and non-voting shares; the Foundation funds and savings banks participatory fees and participatory association fees issued by the Spanish savings banks Confederation; and contributions to the share capital of credit unions. In any case will be excluded from the calculation actions or Computable values mentioned here which are in the possession of the entity or any entity consolidatable and those who have been subjected to any operation or undertaking that undermine their effectiveness to cover losses of the entity or the group.

(b) the share premium paid for the subscription of shares or other instruments provided for in the previous letter.

(c) effective and express reservations, as well as items that are classified as reserves, in accordance with the general rules on own resources, and the positive results of the exercise Computable.

(d) the representative holdings of minority interests corresponding to ordinary shares in the companies of the consolidatable group, in accordance with the general rules on own resources.

(e) the instruments Computable underwritten by the Fund for orderly bank restructuring, in the framework of its regulatory, that are also Computable as basic own resources by the applicable legislation on requirements of own resources.

(f) the instruments convertible in shares, participatory assessments or contributions to the capital of the credit unions, the Bank of Spain qualify of Computable as principal. Contracts or issue pamphlets, as well as any modification of its features, must be previously sent to the Bank of Spain, so this qualifies their Computability as principal.

2 the outcome of the previous sum shall be deducted the amount of: to) the negative results of previous exercises, which are accounted for as secured debtor in the revaluation (loss) balance accumulated, and losses of the current period, including the amount of the results of exercise (loss) attributed to the minority, as well as balances equity accounts.

(b) the intangible assets, including goodwill from business combinations, consolidation or the application of the equity method. The value of such assets shall be calculated according to what the Bank of Spain has.

((c) 50% of the amount of the following assets: i) the participations in financial entities consolidated by its activity, but not integrated into the consolidatable group, where participation is greater than 10% of the capital of the investee.

(ii) investments in insurance companies, reinsurance, or entities whose main activity is to have stakes in insurance companies, in the direction indicated in the first subparagraph of paragraph 3 of article 47 of the code of Commerce, or available when, directly or indirectly, of 20% or more of the voting rights or of the capital of the investee.

(iii) the subordinate financing or other Computable values such as equity issued by subsidiary entities referred to in the two paragraphs above and acquired by the entity or group that holds shares.

(iv) contributions equal or less than 10% of the capital of financial entities consolidated by its activity, but not integrated into the consolidatable group, and subordinate financing or other Computable values as own resources issued by that character entities, participated or not, and acquired by the entity or group that holds shares, in the part exceeding 10% of own resources collected items in paragraph 1 the sum of all previous NET ((of the deductions referred to in letter a) and b) of this section.

(v) the amount of exposures in securitizations that receive a risk weighting of 1.250% in accordance with the applicable legislation on requirements of own resources, except when said amount has been included in the calculation of risk-weighted for the calculation of own resources by securitized assets requirements, are or not in the trading book.

vi) in the case of entities that calculate the weighted by risk positions in accordance with the method based on internal ratings negative balance arising from subtracting the value impairment adjustments and provisions for risks and expected losses; and the amounts of the expected losses of the risks of equities whose exposures are calculated by the method based on the probability of default and loss in the event of non-compliance (PD/LGD method) or by the simple method of the available for sale portfolio.»


3. Article 3 is drawn up in the following way: «article 3. Sanctioning regime.

1. the obligations laid down in this Royal Decree shall be considered standards of management and discipline, incurring the entities and individuals that fail to meet them sanctioned administrative liability pursuant to the provisions of title I of law 26/1988, of July 29, on discipline and intervention of the credit institutions.

«Article 4 and in the letter h) article 5 of law 26/1988, of July 29.»

Four. The first transitional provision is couched in the following terms: «first transitory provision. Compliance with the requirements of capital strategy.

1. the groups consolidated credit institutions, as well as credit institutions not part a consolidatable group of credit institutions shall comply with requirements of main capital in paragraphs 1 and 2 of article 1 of the East Royal Decree, on January 1, 2013.

2. those entities or consolidated groups of credit institutions lacking the 1 January 2013 the number of main capital which is enforceable pursuant to article 1(1) must be submitted to the Bank of Spain, in the period of 20 working days, the strategy and the timetable for its implementation before the 30 June 2013 , without prejudice to the provisions of the following paragraph. Within the period of 15 working days, the measures must be approved by the Bank of Spain, who may require the inclusion of modifications or additional measures it considers necessary to ensure that the number of main callable capital. However, entities or consolidated groups of credit institutions that provide for breaching the main capital requirement to January 1, 2013, shall communicate this forecast to the Bank of Spain, who must approve the strategy and calendar of tentative performance presented by the entity in the case that such failure, all according to the deadlines identified above is confirmed.

The provisions of this section shall not apply to those entities that had been presented earlier plans, within the framework of the Royal Decree-Law 24/2012 August 31, of restructuring and resolution of credit institutions, that contemplate the principal requirements set out in article 1 of the Royal Decree-law.

3. the penalties contained in article 3 shall not apply to entities have elapsed deadlines of main capital requirements provided for in this provision.

(4. Las entidades integradas en un sistema institucional de protección con arreglo a lo dispuesto en el artículo 8.3.d) of law 13/1985, of 25 may, coefficients of investment, resources and obligations of information of financial intermediaries, shall adopt, at the individual level, agreements that requires the fulfillment of the strategy and timetable for recapitalization. "

Disposal the eighth. Modification of the Royal Decree-Law 16, 2011, on 14 October, whereby the deposit guarantee fund of credit is created.

Royal Decree-Law 16, 2011, on 14 October, by which creates credit deposit guarantee fund, is to be re-worded as follows: one. Article 2.1 is drawn up in the following way: «1. creates the credit deposit guarantee fund hereinafter the Fund, in order to guarantee the deposits in credit institutions up to the limit laid down in the Royal Decree-law.»

Two. Article 4 is drawn up in the following way: «article 4. Function of the guarantee fund for deposits of credit institutions.

The Fund's role is the guarantee of deposits in accordance with this Royal Decree-Law and its implementing regulations.»

3. The letter b) article 8(1) is worded in the following way: «b) who, having produced non-payment of deposits and always and when opening not agreed a process of resolution of the entity, the Bank of Spain determined that the entity is unable to return them immediately for reasons directly related to its financial situation. " The Bank of Spain will make that determination as soon as possible and, in any case, must resolve within the maximum period that determined by regulation, after having verified that the entity has failed to restore deposits due and payable.

Four. Delete the title III.

5. Gets an article 11 which is drawn up in the following way: «article 11. Measures of support for the resolution of a credit institution.

1. for the fulfilment of the role provided for in article 4 and in defense of the depositors, whose funds are guaranteed and the own guarantee fund for deposits of credit institutions, the Fund may take measures of support for the resolution of a credit institution.

To these effects, when a credit institution is in the process of resolution pursuant to the Royal Decree-Law 24/2012 August 31, of restructuring and resolution of credit institutions, the Fund, within the framework of the approved resolution plan, can run any measure of financial support provided for in the following paragraph that will facilitate the resolution of the entity.

By adopting these measures, the guarantee fund for deposits of credit institutions may not take a financial cost higher than the expenditures that would have had to make choices, at the time of opening of the resolution process, by making the payment of the amounts secured in the event of liquidation of the entity.

2 the financial support measures which may implement the deposit guarantee fund of credit institutions may be in one or more of the following: to) the granting of guarantees.

(b) the granting of loans or credits.

(c) the acquisition of assets or liabilities, and can maintain its management or entrust it to a third party.

3. the credit institutions deposits guarantee fund may request the Governing Commission of the FROB information concerning the process of resolution necessary to facilitate their participation in accordance with the provisions of this article. With the transfer of this information, the deposit guarantee fund of credit institutions shall be subject to the regime's duty of secrecy provided for in article 57 of the Royal Decree-Law 24/2012 August 31.»

Ninth final disposition. Modification of the Royal Decree-Law 2/2012, 3 February, cleaning up of the financial sector.

Royal Decree-Law 2/2012, on 3 February, cleaning up of the financial sector, is to be re-worded as follows: one. The letter g) of article 2(2) is worded in the following way: «g) meetings of shareholders or general assemblies of the entities that integrate must vote in favour of the integration agreement by October 31, 2012.» In any case, the integration must be concluded no later than January 1, 2013.»

Two. Article 5.3. to). 4th is drawn up in the following way: «remuneration fixed by all concepts of CEOs, directors Executive and management entities which, without finding mostly part-owned by the FROB, receive financial support from the same: 500,000 euros.»

3. Article 5(6) shall be amended as follows: «when entities refer to paragraphs 1, 2 and 3 to participate or have participated in a process of integration, limitations to the remuneration referred to in those paragraphs shall apply to the directors and management that are of one of the entities that require public financial support or which give rise to the same , and that for the purposes of this section shall identify themselves as such in its integration plan. Also, the Minister of economy and competitiveness, in view of remuneration that may arise and plan of the economic and financial situation of the entities participating in the same, may modify the criteria and limits laid down in paragraphs 2 and 3 of this article.»

Tenth final disposition. Modification of the law 2/2012, of 29 June, the State budget for the year 2012.

Law 2/2012, of 29 June, the State budget for the year 2012, is hereby amended as follows: one. Added an article 51 bis which is drawn up in the following terms: «Pursuant to article 51.2 of the Royal Decree-Law 24/2012, 31 August, restructuring and resolution of credit institutions, the limit of external resources obtained by the FROB 2012 budget year, will be 120,000 million euros.»

Two. Paragraph one of article 52 is drawn up in the following terms: "the maximum amount of the guarantees to be granted by the State during the period of the year 2012 may not exceed 258.278.560 thousand euros.»

3. The letter b) paragraph two of article 52 is couched in the following terms: "96.235.000 thousand euros for the granting of guarantees to the financial obligations resulting from the emission of bonds and making of credit institutions resident in Spain with a significant national credit market activity, of which 55,000,000 thousand euros are reserved for those guarantees that are granted from the entry into force of this law» and they are regulated in article 52 bis.'


Eleventh final disposition. Modification of the Royal Decree-Law 21/2012 July 13, measures of liquidity of the public administrations and in the financial field.

Paragraph 4 of the fifth additional provision of the Royal Decree-Law 21/2012, of 13 July, is worded as follows: "4. in the scope of their functions and given the benefit of the whole of the system of participating institutions, the deposit guarantee fund of credit institutions may adopt measures designed to facilitate the implementation of the European financial assistance for the recapitalization of Spanish credit institutions.» In any case, the cost of such measures must be lower than the expenditures that would have had to make the deposit guarantee fund of credit institutions in accordance with its regulations, choose, at the time of opening of the process of restructuring or resolution, by paying for the amounts secured in the event of liquidation of the entity.»

Twelfth final provision. Legal regime applicable to the guarantees established in favour of the Fund ranked bank restructuring and the deposit guarantee fund of credit institutions.

The legal regime laid down in the sixth additional provision of law 13/1994 of 1 June, autonomy of the Bank of Spain, also applies to warranties made in favour of the FROB and the deposit guarantee fund of credit institutions in the exercise of their functions.

Thirteenth final disposition. Competence titles.

This Royal Decree is issued under cover of the provisions of article 149.1.6., 8th, 11th, 13th and 14th of the Spanish Constitution, which attribute to the State competition on commercial and procedural law, civil law, bases of management of credit, banking and insurance, bases and coordination of the general planning of economic activity and finance general government debt respectively.

Fourteenth final disposition. Faculty of development.

1. the Government may make regulations necessary for the development of the provisions of this Royal Decree.

2 empowers the Bank of Spain to dictate the precise arrangements for the due implementation of provisions of the seventh final disposal and, in particular, set the frequency and the form of the ratio of principal compliance statements, define the accounting concepts that integrate the definition of principal as well as the way they have of computing is , and specify the requirements for issuance of mandatory convertible debt instruments to their Computability as principal. You can also determine how exposures by risk-weighted so that the requirement of each exposure to risk own resources does not exceed the value of the exhibition itself and so to preserve consistency between the value of the exhibitions and the principal components can be adjusted.

15th final disposition. Completion of the relevance of Chapter VII.

In Chapter VII of this Royal Decree shall apply until 30 June 2013.

Sixteenth final disposition. Entry into force.

This Royal Decree shall enter into force from the moment of its publication in the "Official Gazette".

Given in Madrid, on August 31, 2012.

JUAN CARLOS R.

The Prime Minister, MARIANO RAJOY BREY