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

This Law is intended primarily to reduce the cost of organizing and operating capital companies, the introduction of some norms of modernization of the right of this kind of company, (i) call for the Commission to take the necessary measures to improve the quality of the information provided by the Commission and to the

.

Second, this Law seeks to transpose into the internal legislation of Directive 2007 /36/EC of the European Parliament and of the Council of 11 July on the exercise of certain rights of shareholders of listed companies. From the first perspective it can be described as a partial reform law, whereas from the second perspective it belongs to the category of incorporation laws.

II

The reduction in costs, in line that has already been embodied in Royal Decree-Law 13/2010, of December 3, of actions in the field of taxation, labor and liberalizing to encourage investment and job creation, This is achieved through the elimination of certain advertising requirements in the press, official or private, which, if justified in the past, have lost meaning at the present time. Among the most significant measures is the one concerning the form of convocation of the general meeting of members, generalizing for the anonymous societies the current regime for the societies of limited liability. The compulsory nature of the publication of the notice in the "Official Gazette of the Commercial Register" and in a journal of the most circulation in the province in which the registered office is situated, with the only two exceptions to the fact that the shares issued are the bearer or that it is a listed company.

Also, the repeal of the legal requirement that certain agreements to modify the social statutes have to be announced in newspapers as a necessary requirement for the registration of this modification in the the Mercantile Register. The requirement that the dissolution of the public limited liability company be published in one of the most circulation newspapers at the place of the registered office is also abolished. Finally, the obligation of the publication in the "Official Gazette of the Commercial Register", during the period of liquidation of the public limited company, of the so-called annual statement of accounts, is eliminated.

In this line of action, it is equally important to admit that the statutes of public limited companies, rather than a rigid structure of the administrative body, may establish two or more modes of organization, thus making it easier for the general meeting of shareholders to be able to opt in turn for the general meeting of shareholders, which is a cost savings from which only the companies of the shareholders have benefited. limited liability.

In terms of annual accounts, two measures come to reduce the cost of your deposit, facilitating the degree of compliance with this obligation. On the one hand, the elimination of the regulatory requirement that the directors ' signature should be subject to legalization. And, on the other hand, the deletion of the publication in the "Official Gazette of the Commercial Register" of the notice of the companies that would have complied with that obligation of deposit, of little use since the entry into force of Law 19/1989, of 25 of (a) July, a partial reform and adaptation of trade legislation to the Directives of the European Economic Community (EEC) on companies. The current possibilities of telematic access to the Commercial Registry will fill the functions that years ago could fulfill the publication of the lists of companies that had deposited the annual accounts.

And as far as the liquidation is concerned, the requirement that, in the liquidation of the public limited companies, the real estate has to be sold in public auction is terminated. Although doctrine and case law have sought to restrict the scope of this requirement, there are no longer any arguments to keep it longer.

Of the rules for the modernisation of the right of capital companies which the Law introduces-from the Proposal for a Code of Companies, 2002, drawn up by the Commission's Section for Commercial Law General Codification, two of which refer to the board of directors: a regulation, for the first time in a rule of law, the legal system of the administrator legal person, collecting a specific reference to the joint and several liability of the legal person represented and the representative; and the other the power to convene the board of directors by the administrators representing at least one third of the components of the body, when the chairman, despite having been required to do so, would not have called it.

III

As for the elimination of regime differences between public limited companies and limited legislative policy decisions adopted at times and in different laws, it is necessary to mention the unification of the content of certain provisions. This is done in connection with the convening of the general meetings-in the line anticipated by Royal Decree-Law 13/2010 of 3 December 2010, of actions in the field of taxation, labour and liberalising to encourage investment and the creation of (i) with the admissibility also for public limited companies of the possibility of introducing into the statutes causes of exclusion of shareholders; with the unification of the legal causes of dissolution applying to all the companies of capital the on their inactivity, with the generalisation of the extra standard on automatic conversion in liquidators of the directors of the company; and with the unification of the legal regime of the cancelled company liquidators.

These differences could not be overcome in the elaboration of the recast text of the Capital Companies Law, approved by the Royal Legislative Decree 1/2010, of July 2, since they exceeded the limits of the granted by the General Courts, as the Council of State expressly acknowledged. They are now overcome with the aim of perfecting the legal regime of the preponderant legal forms in the Spanish economic reality.

In this same sense, the correction of the contradiction between the deadline to be mediated between the publication of the call of the general meeting of shareholders and the deadline for the conclusion of the meeting is carried out the minority. The scope of the sanctions of the conduct prohibited in the chapter on the business of the own actions and social participations is also extended.

IV

Directive 2007 /36/EC of the European Parliament and of the Council of 11 July on the exercise of certain rights of shareholders in listed companies is intended to facilitate and promote at Union level European, the exercise of the rights of information and the vote of shareholders of listed companies. The rules contained in this Directive are intended to ensure that the general meetings are duly convened and that the documents to be submitted to them are available in time for all shareholders, with independence from their place of residence, may take a reasoned decision at the time of casting the vote.

Directive 2007 /36/EC calls for the removal of obstacles to the vote of shareholders and the removal of legal obstacles to electronic participation on boards, with the exception of those necessary for the verification of the identity of the shareholder and the security of electronic communications. Particular emphasis is placed on allowing non-resident shareholders in the Member State to exercise their rights with the same facility as residents, removing obstacles to their access to information and the exercise of voting rights. need to physically attend the meeting.

At the same time, other forms of shareholder participation in the meetings are regulated, such as the introduction of new points on the agenda of the meeting, the presentation of proposals for agreements on points of the agenda or the exercise of the right of information on such points and, in the end, the obstacles to the exercise of the vote by proxy are removed for those shareholders who choose not to physically attend the meeting and who do not participate in the telematic means.

The incorporation of the content of this Directive is, as has been pointed out above, another of the essential purposes of this Law.

The regime of listed companies has already undergone a significant modernisation within the framework of the Spanish company law. On the one hand, the amendments made by Law 26/2003 of 17 July, amending the Law 24/1988 of 28 July, of the Stock Market, and the recast of the Law on Companies, are to be highlighted. adopted by Royal Decree-Law 1564/1989 of 22 December 1989, in order to strengthen the transparency of listed public limited liability companies, and of Law 19/2005 of 14 November on the European public limited company domiciled in Spain.

The first of these, which incorporated into the legal system pre-legislative norms stemming from the already mentioned Proposal of Code of Companies of 2002, has had a great impact, beyond the listed societies, by have extended the legal catalogue of the duties of the administrators of any kind of public limited liability company.

On the other hand, the promulgation of the Law of Companies of Capital, has supposed a systematic reordering of the legal regime of listed societies and almost complete unification, in a single legal text, of a discipline until then dispersed in the articulated text of the Law of Companies Anonymous, approved by the Royal Legislative Decree 1564/1989, of December 22, and in Title XII of the Law 24/1988, of July 28, of the Market of Values.

Some of the rules incorporated into Spanish law in recent years and some of those contained in the Directive coincide with the proposals in recent years for those committees appointed for the improvement of good governance. listed companies.

However, in spite of the regulatory changes outlined, there are issues that need to be improved. In this sense, the Law makes use of the possibilities that allow the electronic means of those already available to these companies, while attending to the necessary guarantee of the rights of the shareholders, especially in situations Cross-border so common in contemporary reality.

V

The Law contains three articles, one derogating provision and six final provisions. The first of these articles contains the amendments to the Law on Capital Companies mentioned above and those that are considered indispensable for the adaptation of the legal regime to the provisions of Directive 2007 /36/EC. These amendments relate to very specific questions, as provided for in Article 177 (3) and Article 197, as are the deadline for announcing the second call for a general meeting which would not have been held in the first call and provided that in the announcement of that first call the day of celebration was not foreseen in the second call, and some clarifications in the right of information of the shareholders in relation to the meetings general.

The most important part of the transfer is contained in the second article, which amends Chapter VI and reorders the subsequent Chapters of Title XIV of the Capital Companies Act, relating to the specialties of the general meeting of shareholders of listed companies. This chapter is now articulated in two sections to collect the forecasts of the proposed Directive.

Within this Chapter the main novelty is the new Section 2, which is dedicated to the operation of the general meeting and which, in turn, is divided into three subsections. The first sub-section sets out its general rules, which go through to enshrine equal treatment for all shareholders of the listed public limited company and the aspects relating to calls, their advertising and content, as well as the the right to information of shareholders. In the second sub-section, special rules for participation in the general meetings of listed companies are established by means of a representative, including the specific regulation of the conflict of interests of the representative. The third sub-section sets out a number of specialities on voting in the general meetings of listed companies.

Tied to this matter is the additional provision of the Capital Companies Act, in which to avoid an extensive interpretation of the competencies of the National Securities Market Commission, its Sanctioning function does not extend to issues whose infringement corresponds to the judicial bodies.

Finally, by means of a final provision, two new paragraphs are introduced in Article 100 of the Law 24/1988 of 28 July, of the Stock Market, with the aim of articulating a minimum disciplinary regime in this area. The offending rates are related: with the non-compliances of the advertising forecasts of the call of the general meetings of shareholders of the listed companies, which are regulated in the new article 516 of the recast text of the Law of Companies of Capital and with the obligation to publish the results of the votes of the matters dealt with in the general meeting of shareholders on the web page in five days, in accordance with the provisions of article 525 of the aforementioned Law.

Article first. Amendment of the recast text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of 2 July.

One. A new Article 11a is inserted, with the following wording:

" Article 11a. Electronic seat.

1. The creation of a corporate website must be agreed by the general meeting of the company. The creation agreement must be entered in the Trade Register or be notified to all the partners.

The removal and removal of the company's website may be agreed by the administrative body, unless otherwise provided for in the statutory provision. Such an agreement must be entered in the Trade Register or notified to all the partners and, in any event, shall be entered on the website itself deleted or transferred, during the thirty days after the adoption of the said transfer agreement. or delete.

2. The administrators will be responsible for the proof of the certainty of the insertion of contents on the web and of the date on which they were made. In order to prove that such content is maintained for the duration of the term of validity, the event shall be sufficient for the administrators who may be wronged by the injured party by means of any admissible evidence in law. "

Two. Article 23 (e) is worded as follows:

" (e) The way or means to organise the administration of the company, the number of administrators or, at least, the maximum and minimum number, as well as the term of the term of office and the system of remuneration, if they have it.

The identity of the collective partners will also be expressed in the share-holding companies. "

Three. Article 56 (1) (f) is read as follows:

"f) By not expressing in the statutes the figure of the social capital."

Four. Article 72 (1) shall be read as

:

" 1. The acquisition of goods for consideration by an anonymous company from the grant of the writing of constitution or transformation in this social type and up to two years of its registration in the Commercial Register shall be approved by the general meeting of shareholders if the amount of the shares is at least one-tenth of the share capital. "

Five. Article 149 (2) is amended as follows:

" 2. The provisions of the preceding paragraph shall not apply to transactions in the field of the ordinary activities of banks and other credit institutions. Such operations shall, however, comply with the requirement referred to in point (c) of the previous Article. "

Six. Article 157 (1) is hereby worded as

:

" 1. Failure to comply with the obligations or the infringement of the prohibitions laid down in this Chapter shall be deemed to have been infringed. '

Seven. The second paragraph of Article 168 is read as follows:

" In this case, the general meeting shall be convened for its conclusion within two months of the date on which the administrators have been required to hold the meeting, and shall be included. necessarily on the agenda items that would have been the subject of an application. "

Eight. Article 173 is worded as follows:

" 1. Unless otherwise provided in the statutes, the general meeting shall be convened by means of a notice published in the 'Official Gazette of the Commercial Register' and on the company's website. On a voluntary basis and in addition to the latter, or where the company does not have a website, the call shall be published in one of the largest newspapers in the province in which the registered office is situated.

2. The statutes may provide that the call shall be made by means of a notice published on the company's website or by any individual and written communication procedure which ensures that all members of the company are receiving it. the address designated for the purpose or in the document listed in 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.

On a voluntary and additional basis, the call may be published in one of the largest newspapers in the province where the registered office is located.

3. By way of derogation from the above paragraph, in the case of a public limited company with shares in the bearer, the call shall be made at least by means of a notice in the 'Official Gazette of the Trade Register'. '

Nine. Article 174 is worded as follows:

"In any case, the call shall express the name of the company, the date and time of the meeting, the order of the day, in which the matters to be dealt with, and the position of the person or persons who hold the call."

Ten. Article 177 (3) is worded as follows:

" 3. If the general meeting duly convened, whatever its class, may not be held on the first call or the date of the second call has been announced, the date of the second meeting shall be announced, with the same order of the day and the same advertising requirements as the first, within 15 days of the date of the non-celebrated meeting and at least ten days in advance of the date set for the meeting. "

Once. Article 197 (4) is worded as follows:

" 4. The refusal of information shall not proceed where the application is supported by shareholders representing at least 25% of the share capital. The statutes may set a lower percentage, provided that it exceeds five per cent of the share capital. '

Twelve. Article 212 a is inserted, with the following wording:

" Article 212 a. Legal person administrator.

1. If a legal person is appointed administrator, it shall be necessary for the legal person to appoint a single natural person for the permanent exercise of the office's own functions.

2. The revocation of his representative by the administrative legal person shall not have effect as long as he does not designate the person to replace him. This designation shall be entered in the Trade Register in accordance with the terms laid down in Article 215. "

Thirteen. Article 246 is worded as follows:

" Article 246. Convening of the Management Board.

1. The board of directors shall be convened by its chairman or by him who does his or her duties.

2. Administrators who constitute at least one third of the members of the council may convene it, indicating the order of the day, for their celebration in the locality where they radiate the registered office, if, upon request of the president, he is without cause justified not to have made the call within one month. '

Fourteen. The wording of Article 264 (1) becomes the following:

" 1. The person to be audited shall be appointed by the general meeting before the end of the financial year, for an initial period of time, which may not be less than three years and not more than nine years, from the date of the first financial year to be audited is initiated, without prejudice to the provisions of the regulatory framework for the audit of accounts in respect of the possibility of an extension. '

Fifteen. Article 279 is read as follows:

" Article 279. Deposit of accounts.

1. Within the month following the approval of the annual accounts, the directors of the company shall submit, for their deposit in the Commercial Registry of the registered office, certification of the agreements of the approval partners ' meeting accounts, duly signed, and of the result, as well as, where appropriate, of the consolidated accounts, to which a copy of each of them shall be attached. Administrators shall also, if required, submit the audit report and the report of the auditor, where the company is required to audit or the audit has been agreed upon at the request of the minority.

2. If one or more of the documents that make up the annual accounts have been formulated in abridged form, this shall be stated in the certificate, with the expression of the cause. "

Sixteen. Article 281 is worded as follows:

"Any person may obtain information from the Commercial Registry of all documents deposited."

seventeen. Article 346 (1) (a) is read as follows:

"a) Substitution or substantial modification of the social object."

Eighteen. A new Article 348 a is inserted, which is worded as follows:

" Article 348 bis. Right of separation in the event of a lack of dividend distribution.

1. From the fifth financial year to be counted from the registration in the company's Commercial Registry, the partner who would have voted in favor of the distribution of the social benefits will have the right of separation in the event that the general meeting does not agree to the distribution as a dividend of at least one third of the profits of the holding of the social object obtained during the previous financial year, which are legally deliverable.

2. The period for the exercise of the right of separation shall be one month from the date on which the ordinary general meeting of members was held.

3. The provisions of this Article shall not apply to listed companies. "

nineteen. Article 351 is worded as follows:

" Article 351. Statutory causes of exclusion of partners.

In capital companies, with the consent of all partners, certain exclusion or modification or deletion of those that were previously included in the statutes may be incorporated into the statutes. "

Twenty. In Article 363, paragraph 2 is deleted, paragraph 3, which becomes the 2, is referred to and the following wording is given to paragraph 1:

" 1. The capital company must be dissolved:

(a) By the end of the activity or activities which constitute the social object. In particular, it shall be understood that the cessation has occurred after a period of inactivity of more than one year.

b) By the conclusion of the company that constitutes its object.

c) Because of the manifest impossibility of achieving the social end.

d) By the cessation of social organs in such a way as to render it impossible to function.

e) For losses that leave the net worth reduced to less than half of the share capital, unless the equity is increased or reduced to a sufficient extent, and provided that it is not appropriate to apply for the declaration of contest.

f) By reducing social capital below the legal minimum, which is not a consequence of the law's compliance.

g) Because the nominal value of the non-voting social units or shares without a vote exceeded half of the paid-up share capital and the ratio is not restored within two years.

h) For any other cause established in the statutes. "

Twenty-one. Article 369 is worded as follows:

" The dissolution of the company will be entered in the Mercantile Register. The commercial registrar shall transmit, in a telematic manner and at no additional cost, the registration of the dissolution to the 'Official Gazette of the Commercial Registry' for publication. "

Twenty-two. Article 376 is worded as follows:

" 1. Save as otherwise provided in the statutes or, failing that, in the event of the appointment of the liquidators by the general meeting of partners which agrees to the dissolution of the company, those who are administrators at the time of the dissolution of the company will be converted into liquidators.

2. In cases where the dissolution would have been the result of the opening of the liquidation phase of the holding company, the liquidators shall not be appointed. '

Twenty-three. In Article 387, the second paragraph is deleted, the first paragraph being the only paragraph of the article.

Twenty-four. Article 388 (2) is worded as follows:

" 2. If the settlement is extended by a period exceeding the period laid down for the approval of the annual accounts, the liquidators shall submit to the general meeting, within the first six months of each financial year, the annual accounts of the company and a detailed report allowing the accuracy of the state of the settlement. "

Twenty-five. Article 397 is worded as follows:

"The liquidators shall be liable to the partners and the creditors for any damage they have caused to them with dolo or fault in the performance of their duties."

Twenty-six. Article 435 (1) shall be read as

:

" 1. In its constitution, the name of the new company shall consist of the two surnames and the name of one of the founding members followed by an alphanumeric code which permits the identification of the company in a single and unambiguous. "

Twenty-seven. Article 443 (1) is read as

:

" 1. The capital of the new company may not be less than three thousand euros and not more than one hundred and twenty thousand euros. "

Article 2. Amendment of Chapter VI and reordering of Chapters VII to IX of Title XIV of the recast of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010 of 2 July.

One. A new Section 1 is added to Chapter VI, consisting of current Articles 512 and 513, with the following heading:

"Section 1. The General Board's Rules of Procedure"

Two. The present Articles 514 and 515 become Articles 526 and 527 within Subsection 3 of Section 2 of Chapter VI; the present Articles 516 to 526 become Articles 528 to 538; Article 528 becomes Article 539 and the Section 3 of Chapter IX is listed as Section

.

Three. A new Section 2 is added to Chapter VI with the following content:

" Section 2. Operations of the general meeting

Subsection 1. General Provisions

Article 514. Equal treatment.

The listed public limited companies shall at all times ensure equal treatment of all shareholders who are in the same position as regards the information, participation and exercise of the right of voting at the general meeting.

Article 515. Deadline for convening the extraordinary general meetings.

1. Where the company offers shareholders the effective possibility of voting by electronic means accessible to all of them, the extraordinary general meetings may be convened at least 15 days in advance.

2. The reduction of the call period shall require an express agreement adopted in ordinary general meeting by at least two-thirds of the subscribed capital with the right to vote, and the validity of which shall not exceed the date of conclusion of the following.

Article 516. Advertisement of the call.

1. The listed public limited company is obliged to announce the call for its general meeting, ordinary or extraordinary, in order to ensure access to the information quickly and non-discriminatory among all the shareholders. To this end, the means of communication shall be ensured to ensure the public and effective dissemination of the call, as well as the free access to it by shareholders throughout the European Union.

2. The dissemination of the notice of call shall be made using at least the following means:

(a) The 'Official Gazette of the Commercial Register' ' or one of the largest newspapers in Spain.

b) The website of the National Securities Market Commission.

c) The web page of the convening society.

Article 517. Content of the notice of call.

1. The notice of the general meeting of the listed company, in addition to the particulars legally required in general, shall express the date on which the shareholder must have registered in his name the shares in order to participate and to vote at the general meeting, the place and the way in which the full text of the documents and proposals for agreement can be obtained, and the address of the website of the society in which the information will be available.

2. In addition, the notice shall contain a clear and accurate information of the procedures that shareholders must follow to participate and cast their vote in the general meeting, including, in particular, the following:

(a) The right to request information, to include items on the agenda and to submit proposals for agreement, as well as the period of exercise. Where it is stated that more detailed information on such rights can be obtained on the company's website, the notice may be limited to the time limit for the exercise.

(b) The system for the issue of vote by representation, with particular indication of the forms to be used for the delegation of vote and of the means to be used to enable the company to accept a Electronic notification of the representations conferred.

(c) The procedures established for the issue of remote voting, whether by post or by electronic means.

Article 518. General pre-board information.

Since the publication of the notice of call and until the conclusion of the general meeting, the company must publish without interruption on its website, at least the following information:

a) The announcement of the call.

b) The total number of shares and voting rights on the date of the call, broken down by class of shares, if they exist.

(c) The documents to be submitted to the general meeting, and in particular the reports of administrators, auditors and independent experts.

d) the full texts of the proposals for agreement or, in the case of non-existence, a report by the competent bodies, each of the items on the agenda. As they are received, the proposals for agreement submitted by the shareholders will also be included.

e) The forms to be used for voting by representation and distance, except where they are sent directly by the company to each shareholder. In the event that they cannot be published on the website for technical reasons, the company must indicate on the Internet site how to obtain the paper forms, which must be sent to any shareholder who requests it.

Article 519. Right to complete the agenda and to present new proposals for agreement.

1. Shareholders representing at least five per cent of the share capital may request that a supplement be published to the ordinary general meeting, including one or more items on the agenda, provided that the new points are accompanied by a justification or, where appropriate, a proposal for a justified agreement. In no case may that right be exercised in respect of the call for extraordinary general meetings.

The exercise of this right must be effected by means of a strong notification which must be received at the registered office within five days of the publication of the notice. The supplement shall be published at least 15 days in advance of the date set for the meeting of the Board. The lack of timely publication of the supplement will cause the board to be nullity.

2. Shareholders representing at least five per cent of the share capital may, within the same period referred to in the previous paragraph, submit substantiated proposals for agreement on matters already included or to be included on the agenda. of the meeting convened. The company shall ensure the dissemination of these proposals for agreement and of the documentation that is attached to it, among the other shareholders, in accordance with the provisions of point (d) of the previous article.

Article 520. Exercise of the shareholder's right of information.

1. The exercise of the shareholders ' right of information is governed by the provisions of Article 197. In addition, shareholders may request the directors, in writing up to the seventh day before the date of the meeting, or verbally during their conclusion, to clarify the information that they deem to be accurate. accessible to the public that the company would have provided to the National Securities Market Commission since the last general meeting and about the auditor's report.

2. Managers shall not be required to respond to specific questions from shareholders when, prior to their formulation, the information requested is clear and directly available to all shareholders on the website of the shareholders. society under the question-answer format.

Article 521. Distance participation.

1. Participation in the general meeting and the vote of proposals on points included in the agenda of any kind of general meeting may be delegated or exercised directly by the shareholder through postal, electronic mail or any other means of distance communication, in terms of the statutes of the company, provided that the identity of the person participating in or voting and the security of electronic communications is duly guaranteed.

2. In accordance with the provisions of the statutes, the rules of the general meeting may regulate the distance exercise of such rights, including, in particular, any or all of the following:

a) The real-time transmission of the general meeting.

(b) Two-way communication in real time so that shareholders can address the general meeting from a place other than that of their holding.

c) A mechanism to exercise voting before or during the general meeting without the need to appoint a representative who is physically present on the board.

Subsection 2. th Participation in the Board by Representative

Article 522. The representation of the shareholder in the general meeting.

1. The statutory clauses limiting the shareholder's right to be represented by any person on the general meetings shall be null and void. However, the statutes may prohibit the replacement of the representative by a third party, without prejudice to the designation of a natural person when the representative is a legal person.

2. In the event that instructions have been issued by the represented shareholder, the representative shall issue the vote in accordance with them and shall be obliged to keep those instructions for one year from the conclusion of the meeting. corresponding.

3. The appointment of the representative by the shareholder and the notification of the appointment to the company may be made in writing or by electronic means. The company shall establish the system for the electronic notification of the appointment, with the formal, necessary and proportionate requirements to ensure the identification of the shareholder and the representative or representatives it designates. The provisions of this paragraph shall apply to the revocation of the appointment of the representative.

4. The representative may have the representation of more than one shareholder without limitation as to the number of shareholders represented. Where a representative has representations of several shareholders, he may issue different sign votes according to the instructions given by each shareholder.

5. In any event, the number of actions represented shall be computed for the valid constitution of the board.

Article 523. Conflict of interests of the representative.

1. Before his appointment, the representative shall report in detail to the shareholder of whether there is a conflict of interest situation. If the dispute were to be followed by the appointment and the shareholder represented as a result of his possible existence, he must be informed immediately. In both cases, if no new precise voting instructions have been received for each of the cases on which the representative has to vote on behalf of the shareholder, he shall refrain from casting the vote.

2. There may be a conflict of interest for the purposes of this Article, in particular where the representative is in one of these situations:

a) That is a controlling shareholder of the company or an entity controlled by it.

(b) a member of the management, management or supervisory body of the company or of the controlling shareholder or of an entity controlled by it. In the case of an administrator, the provisions of Article 526 shall apply.

c) That is an employee or an auditor of the company, the controlling shareholder or an entity controlled by it.

d) That is a physical person linked to the above. The following shall be considered to be related natural persons: the spouse or who would have been in the previous two years, or persons living with a similar affectivity relationship or who have lived on a regular basis within the previous two years, as the ascendants, descendants and brothers and their respective spouses.

Article 524. Relationships between the financial intermediary and its clients for the purposes of the voting exercise.

1. An institution which provides investment services, as a professional financial intermediary, may exercise the right to vote in a listed public limited company on behalf of its client, natural or legal person, when the latter attribute its representation.

2. In the case referred to in this Article, a financial intermediary may, on behalf of its clients, exercise the vote in a divergent sense in compliance with different voting instructions, if it has received them. To do so, it shall communicate to the issuing company, in the terms provided for in paragraph 4 of this Article, the meaning in which it shall vote.

3. The financial intermediary may delegate the vote to a third party appointed by the client, without the number of delegations granted, except for statutory prohibition, to be limited.

4. Intermediaries receiving representations must communicate to the issuing company within seven days prior to the date of the meeting, a list indicating the identity of each client, the number of actions in respect of which it exercises the right to vote on its behalf, as well as the voting instructions that the intermediary has received, where appropriate.

Subsection 3. First Agreement Vote

Article 525. Result of the votes.

1. For each agreement to be put to the vote of the general meeting, the number of shares in respect of which valid votes have been cast, the share of the share capital represented by those votes, the total number of votes shall be determined. valid, the number of votes in favour and against each agreement and, where appropriate, the number of abstentions.

2. The approved agreements and the outcome of the votes shall be published in full on the website of the company within five days of the end of the general meeting. "

Four. The one that becomes Article 526 is worded as follows:

" Article 526. Exercise of the right to vote by administrator in the event of a public request for representation.

1. In addition to fulfilling the duties provided for in Article 523 (1), where the administrators of a listed public limited company, or other person on behalf of or in the interest of any of them, have made public requests for representation, the administrator who obtains it may not exercise the right to vote corresponding to the actions represented on those items on the agenda in which he is in a conflict of interest, unless he has received from the represented precise voting instructions for each of these points in accordance with Article 522. In any event, the administrator shall be understood to be in a conflict of interest with regard to the following decisions:

a) Your appointment, re-election or ratification as an administrator.

b) Your removal, separation or termination as an administrator.

c) The exercise against that of the social action of responsibility.

d) The approval or ratification, where appropriate, of the company's operations with the administrator in question, companies controlled by him or to which he represents or persons acting on his behalf.

2. The delegation may also include those items which, not yet provided for on the agenda of the convocation, are treated, as such, by the law, on the board, as well as in these cases as provided for in the previous paragraph.

3. This Article shall apply to the members of the supervisory board of a European public limited company domiciled in Spain which has opted for the dual system. "

Article 3. Amendment of the additional seventh provision of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July.

The additional seventh provision is worded as follows:

" Additional provision seventh. Supervisory powers of the National Securities Market Commission.

The provisions contained in Articles 512, 513, 525.2, 526, 528 to 534, 538 and 539 of Title XIV of this recast text form part of the rules for the management and discipline of the securities market, the supervision of which corresponds to to the National Securities Market Commission, in accordance with the provisions of Title VIII of Law 24/1988, of July 28, of the Securities Market.

The National Securities Market Commission shall be competent to initiate and instruct the sanctioning files to which breaches of the obligations laid down in the articles referred to in the paragraph in accordance with the provisions of Articles 95 et seq. of Law 24/1988 of 28 July 1988 on the Securities Market. "

Single repeal provision. Repeal of legal rules.

Articles 289 and 527 and the heading of Section 2. of Chapter IX of Title XIV of the recast text of the Law on Capital Societies, approved by the Royal Legislative Decree 1/2010 of 2 July 2010, are repealed.

Final disposition first. Amendment of the Law 24/1988, of July 28, of the Stock Market.

Paragraphs (b) and (b) (c) are added to Article 100 of Law 24/1988 of 28 July of the Stock Market, with the following wording:

" b ter) Failure to comply with the obligations laid down in Article 516 of the recast of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July.

b quater) Failure to comply with the obligations laid down in Article 525.2 of the recast text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July. "

Final disposition second. Amendment of Law 35/2003 of 4 November of Collective Investment Institutions.

A new fourth provision is added to Law 35/2003, dated November 4, of Collective Investment Institutions with the following wording:

" Additional provision fourth. Document with key investor data.

For those Institutions of Collective Investment as described in Article 2 (1) (a) of this Law that have the consideration of Financial Collective Investment Institutions, with the exception of those listed in the Register of Free Investment Collective Investment Institutions or in the Register of Collective Investment Institutions of the Free Investment Collective Investment Institutions of the National Market Commission Securities, the key data document for the investor referred to in the Regulation (EU) No 583/2010 of the European Commission of 1 July 2010 laying down detailed rules for the implementation of Directive 2009 /65/EC of the European Parliament and of the Council as regards the fundamental data for the investor and the the conditions to be met when this data is provided or the prospectus on a durable medium other than the paper or through a website, shall be required from 1 July 2011, in place of the simplified prospectus. The key information document for the investor shall be adjusted in its content to the European Commission Regulation.

The Collective Investment Institutions referred to in this provision which comply with the requirements of Directive 2009 /65/EC of the European Parliament and of the Council of 13 July on the coordination of provisions Laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities shall have a period of one year from 1 July 2011 to adapt their simplified prospectus to the basic data document. for the investor. From 1 July 2011, to those institutions of collective investment covered by this provision which are newly established or whose prospectus is updated at the request of the investment institution itself. Collective or its management company, the key information document for the investor will be required.

In relation to those Collective Investment Institutions to which this additional provision applies, all references to the form and content of the simplified prospectus contained in this Law shall be be understood as being made to the key investor information document, provided that this does not contravene the provisions of the said Regulation of the European Commission. '

Final disposition third. Amendment of Article 34 (4) and (5) of Law No 3/2009 of 3 April 2009 on structural changes in commercial companies.

Article 34 (4) and (5) are worded as follows:

" 4. The expert's or experts ' report shall be divided into two parts: in the first, they shall set out the methods followed by the administrators to establish 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, they must express the opinion of whether the assets provided by the extinguishing companies are the same, at least to the capital of the new company or to the amount of capital increase of the acquiring company.

5. The content of the expert's or experts ' report on the draft merger shall be composed solely of the second part in the following cases:

(a) When, in all the companies participating in the merger, all the members with the right to vote have agreed to it and, in addition, all the persons who, as the case may be, according to the law or the social statutes, are the holders of that right.

(b) Where the acquiring company is a direct or indirect owner of all the shares or units in which the share capital of the company or companies is absorbed. "

Final disposition fourth. Competence title.

This Law is dictated by the provisions of Article 149.1. 6. ª, 11. and 13. th of the Constitution.

Final disposition fifth. Incorporation of Directive 2007 /36/EC of the European Parliament and of the Council of 11 July on the exercise of certain rights of shareholders in listed companies.

This Law incorporates into Spanish law Directive 2007 /36/EC of the European Parliament and of the Council of 11 July on the exercise of certain rights of shareholders of public limited liability companies listed.

Final disposition sixth. Entry into force.

This Law will enter into force two months after its publication in the "Official State Gazette".

Therefore,

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

Madrid, 1 August 2011.

JOHN CARLOS R.

The President of the Government,

JOSE LUIS RODRIGUEZ ZAPATERO