JOHN CARLOS I

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following law.

PREAMBLE

I

1. The incorporation into Spanish law of the European Union directives on capital companies has generated a continuing process of reform of this sector of the legal system. Since Law 19/1989 of 25 July 1989 on the partial reform and adaptation of commercial law to the Directives of the European Economic Community on companies, which incorporated into national law the Directives until then adopted, until the most recent Law 25/2011 of 1 August, of partial reform of the Law on Capital Societies and of incorporation of Directive 2007 /36/EC of the European Parliament and of the Council of 11 July on the exercise of rights of the shareholders of listed companies, have been going on frequent modifications of the legislation societaria. This reform process for the obligatory Community harmonization has been parallel to the modernization of the law of this class of societies, whose legal regime, passed the duality of laws-the Law of Companies and the Law of Societies of Limited Liability-is now contained in the Recast Text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of July 2.

the case of mergers and divisions, the first option of the Spanish legislature was to incorporate the content of Directives 77 /855/EEC of 9 October 1978 on mergers of public limited liability companies and the Directive 82/891/EEC of 17 December 1982 on the division of those companies into the special laws governing public limited liability companies and limited liability companies (Articles 6 and 13 of Law 19 /1989 of 25 March 1989). (July), but subsequently, on the occasion of transposition into national law of Directive 2005 /56/EC, of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of capital companies and Directive 2007 /63/EC of the European Parliament and of the Council of 13 November 2007 amending the Third and the Sixth Directive, it was decided-following the solution already advocated by the Proposal for a Code of Commercial Companies of 2002-to approve Law 3/2009 of 3 April, of structural modifications of commercial companies, in which, taking as a model the regime of the Directives, they are regulated, together with the transformation of companies, merger and division, the global transfer of assets and liabilities and the international transfer of the registered office.

In this process of modernization and improvement of the legal regime of the capital companies has been essential the contribution of the Commercial Law Section of the General Commission of Codification and, within it, of the Company Law, which has been in good measure, the merit of the recognition of the quality of Spanish company law.

2. In recent years, the European Union has embarked on a policy of simplifying the law of capital companies, especially for the reduction of costs and the simplification of charges. Until now that policy has been translated into Directive 2006 /68/EC of the European Parliament and of the Council of 6 September 2006 amending Council Directive 77 /91/EEC as regards the formation of public limited liability companies, as well as the maintenance and modifications of the social capital, the content of which has been incorporated into Spanish law by Law 3/2009 of 3 April (first provision). The Spanish legislation, for its part, has continued that process, within the limits permitted by the Community Directives, in the aforementioned Law 25/2011 of 1 August, in matters as important as the convocation of the general meeting, the (a) the publication of the annual accounts and the legal system of the liquidation in the press of certain statutory amendments.

The same objective of simplification is in response to Directive 2009 /109/EC of the European Parliament and of the Council of 16 September 2009 amending Council Directives 77 /91/EEC, 78 /855/EEC and 82 /891/EEC and the Directive 2005 /56/EC as regards the obligations of information and documentation in the case of mergers and divisions. The fact that the deadline for transposition into Spanish law of Directive 2009 /109/EC was finalised on 30 June 2011, justified the appeal to the figure of the royal decree-law. First, because Spanish capital companies must not have a more stringent legal regime than companies governed by the laws of the other Member States, with negative effects, in addition, on competition vis-à-vis the the other legal systems of the Union; and, secondly, the burdensome economic consequences of the fine that the European Union would impose on Spain if the delay in transposition persisted. Therefore, the circumstances of extraordinary and urgent need, in accordance with Article 86.1 of the Constitution, are undoubtedly to enable the Government to adopt provisions with a law by law.

3. The incorporation into Spanish law of the rules of Directive 2009 /109/EC requires, first of all, the amendment of the Capital Companies Act in order to add new exceptions to the requirement for an independent expert report for the assessment of the non-cash contributions in the public limited company, and it requires, in the second place, and above all, the modification of certain articles of Law 3/2009, of April 3, on structural modifications of the commercial societies to end simplify, in accordance with the provisions of that Directive, certain individuals of the legal system of mergers-including cross-border mergers-and divisions. To the extent that the system of divisions is governed by reference to the requirements of mergers, without any further exception than those contained in Chapter II of Title III of that Law No 3/2009 of 3 April 2009, the rules governing mergers are the most affected by this reform.

II

1. In the case of mergers and divisions, Directive 2009 /109/EC simplifies in certain cases the number or content of the documents to be made available to the partners and streamlines these social operations by igniting advertising prior to the merger agreement through the capital companies ' website as an alternative to the deposit of the merger and division projects in the Commercial Registry. In the same vein, it provides that, if the partner accepts it, the communications that the company has to make can be made by electronic means.

This Law incorporates these innovations, especially taking care that this simplification does not affect the proper protection of the creditors and the workers of the society. The incorporation has been carried out taking into account the normative framework in which the novelties contained in the Directive 2009 /109/EC are inserted, with respect to the general principles of policy and legislative technique with which it was made the very complex Law 3/2009, of April 3; and hence the need to give new wording to different articles of Title II of that Law.

At the same time, in order to facilitate the operation of commercial companies and to enable the increasingly urgent cost savings, this Law powers the web page and electronic communications; and The general legal regime of the website and the express provision of such electronic communications between the company and the partners are included in Chapter II of the Capital Companies Act. As regards the general legal system of that page-which is binding on listed companies-the creation, modification, transfer and deletion of such a page is regulated, the duties of the administrators with respect to what is inserted in it and issues related to the interruption of access are disciplined.

2. The Law is faithful to the traditional configuration of the right of opposition of creditors in Spanish legislation, in which the recognition of this right is not conditioned to the fact that the financial situation of the debtor society makes it necessary to special protection. In this respect, the nature of the minimum protection regime contained in Directives 78 /855/EEC, 82 /891/EEC, 2005 /56/EC and the one which is now incorporated gives legitimacy to the maintenance of the subjective enlargement of the Community. protected creditors. However, in accordance with the Directive, while preventing the infringement of the duties of the company in the event of legitimate opposition from being liable to affect the effectiveness of the merger or division, this Law extends the scope of the action of the creditors in cases where, notwithstanding the express prohibition of the law, the merger or division is carried out without the necessary guarantees in favour of the opposition. The Law provides, in fact, that, if the merger had taken place, however, in time and form, of the right of opposition, without the provision of guarantee by the company, the creditor may apply for the Commercial Registry which, Note that the exercise of this right is recorded, allowing that, within six months of the date of this marginal note, you may file a complaint with the Court of Trade against the company. the new company applying for the guarantee of payment of the credit.

III

Finally, the Law amends the wording of the rules contained in Law 3/2009 regarding the right of separation of the partners in case of cross-border merger and in case of transfer abroad of the registered office. This law recognises the right of separation to the partner in those two cases, but does so "in accordance with the provisions of limited liability companies". With the promulgation of the Recast Text of the Law of Companies of Capital, Law 2/1995 of March 23, of Societies of Limited Liability, was repealed, generalizing the regime of the right of separation in it contained. The reference contained in Law No 3/2009 of 3 April 2009 to this repealed regime is, at least, equivocal, and therefore, by an essential legal certainty, it is essential to replace that reference in such a way that the system is the established in the current Title IX of the Capital Companies Act, which is where the exercise of that right is regulated when legal or statutory separation is due.

Article first. Modification of the Recast Text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of July 2.

Articles 11a, 69 and 173 are amended and Articles 11b and 11c are introduced and a new transitional provision in the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, 2 July, in the following terms:

One. A new section, the 4th section, consisting of Articles 11a, the current wording of which is amended, 11b and 11c, is inserted into Chapter II of Title I:

" Section 4. Web Page

Article 11a. Web page of the society.

1. Capital companies may have a corporate website. This page will be mandatory for listed companies.

2. The creation of a corporate website must be agreed by the general meeting of the company. In the convening of the meeting, the creation of the website shall be expressly stated on the agenda of the meeting. Unless otherwise provided for in the Staff Regulations, the change, transfer or deletion of the company's website shall be the responsibility of the administrative body.

3. The agreement to create the website will be entered in the open sheet to the company in the competent Mercantile Register and will be published in the "Official Gazette of the Commercial Registry".

The agreement of modification, transfer or deletion of the website will be entered in the open sheet to the company in the competent Mercantile Register and will be published in the "Official Gazette of the Commercial Registry", as well as in the web page itself that has been agreed to modify, move or delete for the next thirty days from the insertion of the agreement.

The publication of the company's website in the "Official Gazette of the Commercial Register" will be free.

Until the publication of the website in the "Official Gazette of the Commercial Register" takes place, the inserts that the company makes on the website will not have legal effects.

The social statutes may require that, prior to the entry into the open sheet of the company in the Mercantile Register, these agreements are individually notified to each of the partners.

Article 11b. Publications on the web page.

1. The company will guarantee the security of the website, the authenticity of the documents published on that page, as well as the free access to it with the possibility of downloading and printing of the inserted in it.

2. The burden of proof of the fact of the insertion of documents on the website and of the date on which such insertion took place shall be the responsibility of the company.

3. The administrators have the duty to maintain what is inserted on the website during the term required by law, and they will respond in solidarity with each other and with the society in front of the partners, creditors, workers and third parties of the damages. caused by the temporary interruption of access to that page, unless the interruption is due to fortuitous or force majeure. In order to prove the maintenance of the inserted during the term required by law, the declaration of the administrators shall be sufficient, which may be distorted by any person concerned by any admissible evidence in law.

4. If the interruption of access to the website is greater than two consecutive days or four alternate days, the general meeting which has been convened may not be held to agree on the subject to which the document inserted on that page is concerned, except the total number of days of effective publication is equal to or greater than the term required by law. In cases where the law requires the maintenance of the insertion after the general meeting, if any interruption occurs, the insertion must be prolonged for a number of days equal to that the access would have been interrupted.

Article 11c. Communications by electronic means.

Communications between the company and the partners, including the referral of documents, requests and information, may be made by electronic means provided that such communications have been accepted by the partner. The company will enable, through the corporate website itself, the corresponding contact device with the company that allows to accredit the date of the reception and the contents of the electronic messages exchanged between partners and society. "

Two. Three new points (c), (d) and (e) are added at the end of Article 69, with the following wording:

" (c) When a new company by merger or division has been established, an independent expert report on the draft terms of merger or division has been drawn up.

(d) When the increase in the share capital is carried out in order to deliver the new shares or social units to the partners of the company being absorbed or divided and an expert report has been drawn up independent of the merge or split project.

e) When the increase in the share capital is carried out in order to deliver the new shares to the shareholders of the company that is the subject of a public offering for the acquisition of shares. "

Three. New wording is given to Article 173, in the following terms:

" Article 173. Form of the call

1. The general meeting shall be convened by means of a notice published on the company's website if it has been established, registered and published in accordance with the terms of Article 11a. Where the company has not agreed to the creation of its website or is not yet duly registered and published, the notice shall be published in the "Official Gazette of the Commercial Register" and in one of the most circulation newspapers in the province in which the registered office is situated.

2. In order to replace the form of convocation provided for in the preceding paragraph, the statutes may provide that the call shall be made for any individual and written communication procedure, which ensures that the notice is received by all the partners at the address designated for the purpose or at the time of the company's documentation. In the case of partners residing abroad, the statutes may provide that they shall be individually convened only if they have designated a place in the national territory for notifications.

3. The statutes may provide for additional advertising mechanisms to those provided for in the law and impose on the company the telematic management of a system of alert to the partners of the notices of call inserted in the web of the society. "

Four. A new transient disposition is added with the following content:

" Transient disposition.

The application of the provisions of Article 348 bis of this Law is suspended until 31 December 2014. "

Article 2. Amendment of Law 3/2009 of April 3, of structural modifications of commercial societies.

Articles 32, 34, 36, 39, 40, 42, 44, 45, 50, 51, 62 and 99 are amended and Article 78a is introduced in Law 3/2009 of 3 April 2009 on structural modifications of commercial companies, in the following terms:

One. Article 32 is worded as follows:

" Article 32. Advertising.

1. The administrators are obliged to insert the joint venture on the website of each of the companies involved in the merger, without prejudice to the possibility of voluntarily depositing a copy of the joint venture in the Trade Register for each of the companies participating in it. The insertion of the fusion project on the website will be published free of charge in the "Official Gazette of the Commercial Register", with the expression of the website in which it appears and the date of the insertion. The insertion on the project website and the date of the project will be credited by the certification of the content of the project, sent to the corresponding Commercial Registry, and should be published in the "Official Gazette of the Commercial Registry" within the five days following receipt of the last certification.

The insertion on the website and the publication of this fact in the "Official Gazette of the Commercial Register" shall be made one month in advance, at least, to the date foreseen for the celebration of the general meeting of the agree on the merger. The insertion of the draft merger on the website must be maintained until the end of the period for the exercise by creditors of the right of opposition to the merger.

2. If one of the companies participating in the merger does not have a web page, the administrators are obliged to deposit a copy of the common draft of the merger in the Commercial Registry in which it was registered. The registrar shall inform the central merchant registrar, for his immediate free publication in the "Official Gazette of the Commercial Register", of the deposit and the date on which it took place.

3. The publication of the notice of call for the meetings of the partners to be resolved on the merger or the individual communication of that notice to the partners may not be carried out prior to the publication of the insertion or the deposit of the project in the 'Official Gazette of the Trade Register'. '

Two. In Article 34, the first subparagraph of paragraph 1 is amended, paragraph 3 is deleted and paragraphs 4 and 5 shall become paragraphs 3 and 4, and read as follows:

" 1. Where any of the companies participating in the merger is anonymous or otherwise committed by shares, the directors of each of the merging companies must apply to the business register for the registered office of the the appointment of one or more independent and distinct experts to issue a separate report on the common draft terms of merger.

However, the administrators of all the merging companies referred to in the previous paragraph may ask the merchant registrar to appoint one or more experts to draw up a single report. The jurisdiction for the appointment shall be the business registrar of the registered office of the acquiring company or of the registered office of the joint venture as the domicile of the new company.

2. The experts appointed may obtain from the companies involved in the merger, without limitation, all the information and documents they create useful and carry out all the verifications they deem necessary.

3. The report of the expert or the experts shall be divided into two parts: in the first report, the methods followed by the administrators shall be laid down for the purpose of establishing the exchange rate for the shares, units or shares of the company's partners. which are extinguished, explain whether those methods are appropriate, with the expression of the values to which they lead and, if they exist, the special difficulties of assessment, and express the opinion of whether the exchange rate is justified or not; and in the second, it must express the opinion of whether the assets contributed by the extinguishing companies are equal to the the capital of the new company or the amount of capital increase of the acquiring company.

4. The content of the expert's or experts ' report on the draft terms of merger shall be composed only of the second part where, in all the companies involved in the merger, all the partners with the right to vote have agreed and, in addition, all persons who, as the case may be, according to the law or the social statutes, are entitled to that right. '

Three. A new paragraph 3 is added to Article 36, with the following wording:

" 3. Where one or more listed public limited companies whose securities are already admitted to trading on an official secondary market or on a regulated market domiciled in the European Union participate in the merger, the merger balance may be replaced by the following: the semi-annual financial report of each of them required by the securities market legislation, provided that such report has been closed and made public within six months of the date of the draft merger. The report shall be made available to the shareholders in the same way as the one established for the merger balance. '

Four. Article 39 is worded as follows:

" 1. Prior to the publication of the notice of call for the meetings of the partners to be resolved on the merger or the individual communication of that announcement to the partners, the administrators must insert on the website of the company, with the possibility to download and print them or, if they do not have a website, make available to the members, obligationists, special rights holders and representatives of the workers, at the registered office, the following documents:

1. The Common Merge Project.

2. º Where appropriate, the reports of the administrators of each of the companies on the draft of the merger.

3. º Where appropriate, independent experts ' reports.

4. The annual accounts and management reports for the last three financial years, as well as the corresponding reports of the auditors of the companies in which they were legally enforceable.

5. The merger balance of each of the companies, where it is different from the last approved annual balance sheet, accompanied, if applicable, by the audit report or, in the case of the merger of listed companies, the report Six-month financial year by which the balance sheet would have been replaced.

6. The existing social statutes incorporated in public deed and, where appropriate, the relevant covenants to be entered in public document.

7. The draft constitution of the new company or, in the case of an absorption, the full text of the statutes of the acquiring company or, in the absence thereof, of the writing by which it is governed, including prominently the modifications to be made.

8. The identity of the directors of the companies participating in the merger, the date from which they hold their positions and, where appropriate, the same indications of those who are to be proposed as administrators such as consequence of the merger.

2. If the company does not have a website, the members, the debenture holders, the holders of special rights and the representatives of the workers who so request by any means admitted in law shall be entitled to the examination at the address Full copy of the documents referred to in the previous paragraph, as well as the free delivery or dispatch of a copy of each of them.

3. Significant changes to the assets or liabilities occurring in any of the merging companies, between the date of the drafting of the draft merger and the date of the meeting of the shareholders ' meeting to be approved, shall be communicated to the the board of all merging companies. To this end, the directors of the company in which the amendments have been made must be brought to the attention of the directors of the other companies so that they can inform their respective boards. Such information shall not be required where, in each and every company involved in the merger, all the partners with the right to vote agree and, where appropriate, who in accordance with the law or the statutes may legitimately exercise that right. right. "

Five. Article 40 (2) is amended, which shall be amended as follows:

" 2. The publication of the notice of the meeting or the individual communication of that notice to the members shall be carried out at least one month in advance of the date laid down for the conclusion of the meeting; they shall include the minimum particulars of the draft legally required merger; and shall record the date of insertion of the documents referred to in the previous Article on the company's website or, if the company does not have a website, the right of all the partners, obligations, holders of special rights and representatives of workers to examine in the the registered office copies of those documents, as well as to obtain the free delivery or delivery thereof. "

Six. Article 42 is worded as follows:

" 1. The merger agreement may be adopted without the need to publish or pre-deposit the documents required by law and without the administrators ' report on the draft merger when it is adopted, in each of the companies participating in the merger. the merger, on a universal basis and by unanimity of all voting partners and, where appropriate, of those who in accordance with the law or the statutes may legitimately exercise that right.

2. The information rights of employees ' representatives on the merger, including information on the effects it may have on employment, may not be restricted by the fact that the merger is approved on a joint basis. universal. "

Seven. Article 44 (2) is amended and a new paragraph 4 is added, with the following wording:

" 2. Within that period, the creditors of each of the merging companies whose credit would have been born before the date of insertion of the draft merger on the company's website or the deposit of that project in the Trade Register and is not expired at that time, they may object to the merger until they are guaranteed such credits. If the draft merger has not been inserted on the company's website or deposited in the competent Mercantile Register, the date of birth of the credit must have been before the date of publication of the merger agreement or the individual communication of that agreement to the creditor.

The obligationists may exercise the right of opposition on the same terms as the other creditors, unless the merger has been approved by the assembly of obligationists.

Creditors whose claims are already sufficiently secured shall not be entitled to opposition. "

" 4. If the merger had taken effect in spite of the exercise, in time and form, of the right of opposition by a legitimate creditor, without observance of the provisions of the previous paragraph, the creditor who would have objected may apply for the registration Trade in which the merger has been registered which, by virtue of the margin of registration, shall be recorded in the exercise of the right of opposition.

The registrar shall practice the marginal note if the applicant has established that he has exercised, in time and form, the right of opposition by means of a reliable communication to the company from which he is a creditor. The marginal note shall be cancelled ex officio within six months of its date, unless it has previously been recorded, by way of preventive annotation, the application to the Court of Trade against the acquiring company or against the new the company in which the payment of the credit is requested in accordance with the provisions of this Law. "

Eight. Article 45 (1) shall be read as

:

" 1. The merging companies will raise the merger agreement to be published, to which the merger balance of those companies will be incorporated or, in the case of merger of listed companies, the half-yearly financial report for which the balance sheet is would have replaced. "

Nine. Article 50 (2) is worded as follows:

" 2. In the draft terms of merger, the value established for the acquisition of shares or shares shall be recorded. Members who express the wish to transmit the shares or social units to the acquiring company, but who do not agree with the value which they would have entered in the project, may, at their choice and within six months after they have notified their intention to dispose of their shares or shares, they shall choose to apply to the registered office of the acquiring company for the designation of an auditor, other than that of the company, to determine the fair value of its shares or units; or (a) to exercise the relevant judicial proceedings to require that the court be acquired for the fair value to be set in the proceedings. '

Ten. Article 51 (1) is worded as follows:

" 1. Where the acquiring company is a direct holder of ninety per cent or more of the share capital of the company or of the limited liability companies which are to be absorbed, the approval of the company shall not be required. merger by the board of members of the acquiring company, provided that at least one month in advance of the date envisaged for the holding of the board or boards of the companies being acquired which are to decide on the draft terms of merger, or the case of a fully-owned company, to the date envisaged for the formalisation of the absorption, would have been published the project by each of the companies participating in the operation with an announcement, published on the company's website or, if not, in the "Official Gazette of the Commercial Registry" or in one of the newspapers of great circulation in the province in which each of the companies has its registered office, in which the right which corresponds to the members of the acquiring company and to the creditors of the companies participating in the merger to be examined in the (a) the documents referred to in the numbers 1 and 4; and, where appropriate, 2. 3. and 5. of paragraph 1 of the Article 39, as well as obtaining, where it has not been published on the website, in the terms provided for in Article 32, the free delivery or dispatch of the full text of the same.

In the notice the right of the members representing at least one percent of the share capital to demand the holding of the board of the acquiring company for the approval of the absorption, as well as the the right of the creditors of that company to oppose the merger within one month of the publication of the project in the terms laid down in this Law. "

Once. Article 62 is worded as follows:

" The partners of the Spanish companies participating in an intra-Community cross-border merger which would have voted against the agreement of a merger whose resulting company has its registered office in another Member State may be separated from the company in accordance with the provisions of Title IX of the Capital Companies Act. "

Twelve. Article 78a is inserted with the following wording:

" Article 78a. Simplification of requirements.

In the case of a division by the formation of new companies, if the shares, shares or shares of each of the new companies are attributed to the members of the company which is divided in proportion to the rights which In the capital of this capital, the administrators 'report on the draft division and the report of independent experts, as well as the balance sheet, shall not be required.'

Thirteen. Article 99 is worded as follows:

"Partners who have voted against the agreement to transfer the registered office abroad may be separated from the company in accordance with the provisions of Title IX of the Capital Companies Act."

Additional disposition first. Modification of the Recast Text of the Law of Capital Societies, approved by Royal Decree Legislative 1/2010 of 2 July, and Law 24/1988, of July 28, of the Stock Market.

One. The third paragraph of Article 188 of the Recast Text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July 2010, is amended as follows:

" 3. In the public limited liability company, the statutes may set out in general the maximum number of votes which may be issued by a single shareholder, the companies belonging to the same group or those acting in concert with the former, without prejudice to the the application to listed companies as set out in Article 527. '

Two. Article 527 of the Recast Text of the Law on Capital Societies, approved by Royal Legislative Decree 1/2010 of 2 July, is amended as follows:

" Article 527. Limiting voting rights clauses.

In the listed public limited companies, the statutory clauses which, directly or indirectly, set out in general the maximum number of votes which can be issued by the same shareholder, the companies belonging to the same group or those acting in concert with the former, shall be without effect when, after a public takeover bid, the offeror has reached a percentage equal to or greater than 70% of the capital conferring voting rights, except that the offeror was not subject to equivalent neutralisation measures or would not have been adopted. "

The remainder of Article 527 is deleted.

Three. Article 60b of Law 24/1988 of 28 July of the Stock Market is amended, which is worded as follows:

" Article 60 ter. Neutralization measures.

1. Companies may decide to apply the following neutralisation measures:

(a) The ineffectiveness, during the period of acceptance of the offer, of the restrictions on the transmissibility of securities provided for in the partnership agreements referred to that company.

(b) Ineffectiveness, in the general meeting of shareholders which decides on the possible defence measures referred to in Article 60 (1) of this Law, of the restrictions on the right to vote provided for in the statutes of the company affected and in the partnership covenants referred to that company.

(c) The ineffectiveness of the restrictions referred to in point (a) above and, of those provided for in point (b) above, are contained in partnership agreements, where the offeror, after a public takeover bid, is has reached a percentage equal to or greater than 70 percent of the capital that confers voting rights.

2. The statutory clauses which, directly or indirectly, set out in general the maximum number of votes which can be issued by a single shareholder, companies belonging to the same group or those acting in concert with the former, shall be without effect when, after a public takeover bid, the offeror has reached a percentage equal to or greater than 70% of the capital conferring voting rights, unless the offeror or his/her group or those acting in a manner agreed with the former were not subject to equivalent neutralisation measures or not have been adopted.

3. The decision to apply paragraph 1 of this article must be taken by the general meeting of shareholders of the company, with the requirements of quorum and majorities provided for the modification of the statutes of the public limited companies in the Royal Decree Legislative 1/2010, of 2 July, approving the recast of the Law of Capital Societies, and will be communicated to the National Securities Market Commission and to the supervisors of the Member States in which the actions of the the company is admitted to trading, or admission has been requested. The National Securities Market Commission shall make this communication public on the terms and the time limit to be regulated.

At any time the general meeting of shareholders of the company may revoke the decision to apply paragraph 1 of this article, with the requirements of quorum and majorities provided for the modification of the statutes of the public limited companies in the Royal Legislative Decree 1/2010, for which the Recast Text of the Law of Companies of Capital is approved. The majority required under this paragraph shall be the same as the one required under the preceding paragraph.

4. Where the company decides to apply the measures described in paragraph 1, it shall provide for appropriate compensation for the loss suffered by the rightholders referred to therein.

5. Companies may cease to apply the neutralisation measures which have been in force under the provisions of paragraph 1 of this Article, where they are the subject of a public takeover bid by an entity or group or who act in concert with the former, who would not have adopted equivalent neutralisation measures.

Any measure taken pursuant to the provisions of the preceding paragraph shall require authorization from the general meeting of shareholders, with the requirements of the quorum and majorities provided for in the amendment of the statutes of the shareholders. public limited liability companies in the Royal Legislative Decree 1/2010, for which the recast of the Capital Companies Act is approved, at the latest, eighteen months before the public takeover bid has been made public.

6. Regulations may be laid down for the other ends, the rules of which are deemed necessary for the development of the provisions of this Article. "

Additional provision second. Amendment of the Law 24/1988, of July 28, of the Stock Market.

One. Paragraph 6 is added to Article 60 of Law 24/1988 of 28 July of the Stock Market, which has the following wording:

" 6. Without prejudice to the provisions of paragraph 1, public tenders for compulsory acquisition shall be subject to the provisions of Article 61 (2) of this Law where one of the circumstances laid down in paragraph 3 is met. of that precept. "

Two. Paragraphs 2, 3 and 4 are added to Article 61 of Law 24/1988 of 28 July of the Stock Market, which are worded as follows:

" 2. Where, within two years of the notice relating to the tender, one of the circumstances referred to in the following third subparagraph is met, the offeror shall provide an independent expert report on the methods and criteria of valuation applied to determine the price offered, including the average market value in a given period, the company's liquidative value, the value of the consideration paid by the offeror for the same securities in the 12 months prior to the announcement of the offer, the accounting value of the company and others generally accepted objective assessment criteria which, in any case, ensure the safeguarding of the rights of shareholders.

The report will justify the respective relevance of each of the methods used in the assessment. The price offered may not be lower than the higher price equal to that referred to in Article 60 of this Law and that is to take account of the methods contained in the report, in the light of their respective relevance.

Also, if the offer were to be issued as an exchange of securities, in addition to the foregoing, it must include, at least as an alternative, a consideration or cash price equivalent financially, at least, to the exchange offered.

In order for the offer to be in line with the provisions of this paragraph, the National Securities Market Commission may adapt the administrative procedure, extending the time limits to the extent necessary and requiring the information and documents you deem appropriate.

3. The circumstances referred to in the second paragraph above are as follows:

(a) The market prices of the securities to which the offer is directed provide prima facie evidence of manipulation, which would have led to the opening of a sanctioning procedure by the National Securities and Exchange Commission. infringement of the provisions of Article 83b of Law 24/1988 of 28 July 1988 on the Stock Market, without prejudice to the application of the relevant penalties, and provided that the relevant product specification has been notified to the interested party. charges;

(b) Market prices, in general, or of the company concerned in particular, have been affected by exceptional events such as natural disasters, war or calamity or other derivatives. of force majeure;

(c) That the offeree company has been subject to expropriations, confiscations or other circumstances of the same nature that may constitute a significant alteration of the real value of its assets.

4. Regulations may be laid down for the other ends, the rules of which are deemed necessary for the development of the provisions of this Article. "

First transient disposition.

The advertising carried out on the websites of listed companies existing at the date of entry into force of this Law shall in any case have legal effects, without prejudice to their adaptation to the provisions of Article 11a of the Treaty. Text Recast of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of July 2, in the first general meeting to be held after the entry into force of this Law. The existence of the websites of listed companies may be recorded in the Trade Register by means of certification issued by the Secretary of the Council of the company.

Second transient disposition.

The additional provision of this Law will apply to the takeover bids which, upon entry into force of this Law, have not yet been authorised by the National Market Commission. Values.

Repeal provision.

The Royal Decree-Law 9/2012 is repealed, with the simplification of reporting obligations and documentation of mergers and divisions of capital companies.

Final disposition first. Competence title.

This Law is dictated by the powers that Article 149.1.6. of the Constitution confers exclusively on the State in matters of commercial law.

Final disposition second. Incorporation of Community law.

This Law incorporates into Spanish law Directive 2009 /109/EC of the European Parliament and of the Council of 16 September 2009 amending Council Directives 77 /91/EEC, 78 /855/EEC and 82 /891/EEC and the Directive 2005 /56/EC as regards the reporting and documentation obligations in the case of mergers and divisions.

Final disposition third. Entry into force.

This Law shall enter into force on the day following that of its publication in the "Official Gazette of the State".

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this law.

Madrid, 22 June 2012.

JOHN CARLOS R.

The President of the Government,

MARIANO RAJOY BREY