This royal decree develops the modification of the Law 24/1988, of July 28, of the Securities Market by Law 5/2009 of 29 June, amending Law 24/1988, of July 28, of the Market of Securities, the Law 26/1988 of 29 July 1988 on the discipline and intervention of credit institutions and the recast of the Law on the Management and Supervision of Private Insurance, approved by Royal Legislative Decree 6/2004 of 29 October for the reform of the Law of the European Communities the scheme of significant shareholdings in investment firms, in entities of credit and in insurance companies, hereinafter referred to as Law 5/2009 of 29 June. This Law 5/2009, of 29 June, initiates the transposition into national law of Directive 2007 /44/EC of the European Parliament and of the Council of 5 September 2007 amending Council Directive 92/49/EEC and the Directives 2002 /83/EC, 2004 /39/EC, 2005 /68/EC and 2006 /48/EC as regards the procedural rules and the assessment criteria to be applied in relation to the prudential assessment of the acquisition and the increases in participation in the sector financial.

Directive 2007 /44/EC aims to improve the regime of significant shareholdings by increasing legal certainty and giving it greater clarity. The scheme deals with the prudential assessment of acquisitions of holdings which may involve the exercise of a significant influence on financial institutions. It assumes, in short, a prior administrative check which aims to assess, for prudential purposes, the identity, good repute and solvency of the most significant shareholders of the institutions.

In particular, Directive 2007 /44/EC regulates the procedures and criteria under which the assessment of significant holdings is carried out. Law 5/2009, of 29 June, incorporates the essential aspects of this directive into the Spanish legal system, as are, on the one hand, the criteria that the supervisory authority will have to observe when assessing a change in the structure of the structure. actuarial that affects the significant shareholdings and, on the other hand, the non-opposition procedure itself.

This royal decree therefore completes the transposition of that directive in respect of investment firms, with a new Title V being added to Royal Decree 217/2008 of 15 February on the scheme. the legal basis for investment services and other entities providing investment services and for which the Regulation of Law 35/2003 of 4 November of collective investment institutions, approved by the Royal Decree, is partially amended. Decree 1309/2005 of 4 November 2005.

Also, this standard also makes the necessary adjustments to Royal Decree 217/2008, dated February 15. In this sense, the adaptations relate, on the one hand, to the capital required of the agents who are legal persons (paragraph one of the single article), and on the other hand, to the enabling, in the final provision first, to the National Commission of the Securities market, in order to determine the content of the models of information states reserved that the entities providing investment services should refer to that Commission, as regards their transactions in the securities market.

For its part, in the new Title V of Royal Decree 217/2008, of 15 February, it is regulated, among other things, how the stakes in investment services companies will be computed in order to determine what is considered significant participation. It also provides for the drawing up and publication of a list by the National Securities Market Commission which will determine the content of the information which the Commission may require to evaluate the acquisition of a stake. significant, at the same time that in this same royal decree the fundamental aspects to which the list must necessarily refer are already listed.

Also, the assumptions are established in which the National Securities Market Commission may interrupt the calculation of the assessment period for up to thirty working days, when the potential acquirer is an entity. authorised or domiciled outside the European Union or where it is not subject to financial supervision in Spain or in the European Union.

Additionally, to the thread of the new regime of significant participations, also reform, in the final disposition third, the Royal Decree 361/2007, of March 16, for which the Law 24/1988, of July 28, of the Stock Market, in terms of equity participation of companies that manage secondary markets of securities and companies that manage systems of registration, clearing and settlement of securities. The essential purpose of this amendment is to ensure the proper consistency between this special scheme of significant and general shareholdings, which is governed by the Directive and which is incorporated in Article 69 of the Law. 24/1988, of July 28, of the Stock Market and its standards of development.

Finally, the final provision sets out the normative ratings to the Minister of Economy and Finance and to the National Securities Market Commission, the second refers to the enabling competition titles of the The fourth final provision refers to the incorporation of European Union law and, finally, the fifth provision provides for entry into force.

This royal decree is issued under the seventh final provision of Law 5/2009 of 29 June, which enables the Government to issue any provisions necessary for the development, implementation and enforcement of the law. what is provided for in the law itself.

In its virtue, on the proposal of the Minister of Economy and Finance, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting of 27 November 2009,

DISPONGO:

Single item. Amendment of Royal Decree 217/2008 of 15 February on the legal status of investment firms and other entities providing investment services and amending the Law Regulation in part 35/2003, dated November 4, of the Collective Investment Institutions, approved by Royal Decree 1309/2005 of 4 November 2005.

One. Article 15 of Royal Decree 217/2008 of 15 February 2008 on the legal status of investment firms and other entities providing investment services and amending in part the Regulation of Law 35/2003, of 4 November, of Collective Investment Institutions, with the following literal wording:

" 3. The share capital of investment firm agents which are legal persons shall be the capital of the legal form adopted. '

Two. A new Title is added to Royal Decree 217/2008 of 15 February on the legal arrangements for investment firms and other entities providing investment services and for which the Regulation on investment is partially amended. Law 35/2003, of 4 November, of Institutions of Collective Investment, approved by Royal Decree 1309/2005, of 4 November, with the following literal tenor:

" TITLE V

Legal framework for significant shareholdings and reporting obligations on the composition of social capital

Article 82. The calculation of the shares in investment firms.

1. For the purposes of Article 69 of Law 24/1988 of 28 July of the Stock Market, the shares, contributions or voting rights to be included in the calculation of a holding shall include:

(a) those acquired directly by the potential acquirer;

(b) those acquired through companies controlled or engaged by the potential acquirer;

(c) those acquired by companies incorporated in the same group as the potential acquirer or investee by group entities;

(d) those acquired by other persons acting on behalf of the potential acquirer, or in concert with him or with companies in his group. In any case, they will be included:

1. The voting rights which may be exercised under an agreement with a third party obliging the proposed acquirer and the third party itself to adopt, by means of the concerted exercise of the voting rights they hold, a a durable common policy in relation to the management of the investment firm or having as its object the relevant influence of the investment firm's management.

2. The voting rights that may be exercised under an agreement with a third party providing for the temporary transfer and for consideration of the voting rights in question.

(e) those in possession of the potential acquirer linked to shares acquired through an individual person;

(f) the voting rights that may be controlled, expressly stating the intention to exercise them, as a consequence of the deposit of the corresponding shares as collateral;

g) the voting rights that may be exercised under agreements to establish a right of usufruct on shares;

(h) voting rights that are linked to shares deposited in the proposed acquirer, provided that the potential acquirer may exercise them at the discretion in the absence of specific instructions from the shareholders;

(i) the voting rights that the proposed acquirer may exercise as a proxy, when it can exercise it discretionally in the absence of specific instructions from the shareholders;

(j) voting rights that may be exercised under agreements or business as provided for in points (f) to (i), concluded by an entity controlled by the potential acquirer.

2. The voting rights shall be calculated on the whole of the shares which attribute them, even in cases where the exercise of such rights is suspended.

3. In order to carry out the calculation of a holding for the purposes of paragraph 1, where the proposed acquirer is the dominant entity of a management company of collective investment institutions or an entity that exercises the the control of an investment firm or a management company of collective investment institutions shall take into account the following:

(a) the dominant entity of a management company of collective investment institutions shall not be required to aggregate the proportion of voting rights that it attributes to the shares held by the share of voting rights of the collective investment institutions; actions forming part of the assets of the collective investment institutions managed by that management company, provided that it exercises the voting rights independently of the dominant entity.

Notwithstanding the foregoing, the provisions of the foregoing paragraphs shall apply where the dominant entity or other entity controlled by it has invested in shares that integrate the equity of the investment institutions. collective managed by the management company and has no discretion to exercise the corresponding voting rights and can only exercise them in accordance with the direct or indirect instructions of the dominant entity or other entity controlled by her.

(b) The entity exercising the control of an undertaking providing investment services shall not be required to aggregate the proportion of voting rights that it confers on the shares held by the company to the ratio that it manages in a manner individualized as a result of the provision of the portfolio management service, provided that the following conditions are met:

1. That the investment firm, the credit institution or the management company of collective investment institutions are authorised to provide the portfolio management service in the established terms in Article 63.1 (d) and 65 of the Law 24/1988 of 28 July 1988 on the Stock Market;

2. º That you can exercise only the voting rights inherent in such actions by following instructions made in writing or by electronic means or, failing that, each of the portfolio management services is provided by independent form of any other service and under conditions equivalent to those provided for in Law 35/2003 of 5 November, of collective investment institutions, by the creation of appropriate mechanisms; and;

3. You exercise your voting rights independently of the dominant entity.

notwithstanding the foregoing, the provisions of the foregoing paragraphs shall apply where the dominant entity or other entity controlled by it has invested in shares managed by an investment firm of the group and it is not entitled to exercise the voting rights attached to such shares and may only exercise the voting rights corresponding to those shares following direct or indirect instructions from the parent or other entity controlled by her.

4. Controlled companies shall be considered to be those in which the holder holds the control within the meaning of Article 42 of the Trade Code, and those in which the holder is directly or indirectly held, at least 20% of the rights of a company or entity's capital or a 3 per cent if its shares are admitted to trading on a regulated market.

5. Indirect holdings shall be taken for their value, where the proposed acquirer has the control of the holding company, and as a result of applying the percentage of participation in the holding, otherwise.

In cases where a significant participation is held, in whole or in part, indirectly, changes in the persons or entities through which such participation is held shall be reported prior to the National Securities Market Commission, which may object in accordance with the provisions of Article 69 of Law 24/1988 of 28 July of the Securities Market.

Article 83. Exclusions in the computation of a participation.

For the purposes of Article 69 of Law 24/1988 of 28 July of the Stock Market, the shares, contributions or voting rights to be included in the computation of a holding shall not include:

(a) Shares acquired exclusively for clearing and settlement purposes within the usual short settlement cycle. For these purposes, the maximum duration of the usual short-term settlement cycle shall be three trading days from the transaction and shall apply both to transactions carried out on an official secondary market or to another regulated market as well as to the made out of him. The same principles shall also apply to operations carried out on financial instruments.

(b) Shares which may be held for having provided assurance or placement of financial instruments on the basis of a firm commitment, provided that the corresponding voting rights are not exercised or used to intervene in the management of the investment services company and they are transferred within one year of their acquisition.

(c) Shares held under a contractual relationship for the provision of the service of administration and custody of securities, provided that the entity is only able to exercise the voting rights inherent in such shares with instructions made, in writing or by electronic means.

(d) Shares or shares acquired by a market maker acting in their status as such, provided that:

1. is authorised to operate as such under the provisions transposing into national law Directive 2004 /39/EEC of the European Parliament and of the Council of 21 April 2004 on the markets for instruments financial, and;

2. º that does not intervene in the management of the investment firm in question, nor does it exercise any influence over the management of the investment firm to acquire such shares or support the price of the action in any other way.

(e) shares or units incorporated in a managed portfolio discretionally and individually provided that the investment firm, the management company of collective investment institutions or the institution of credit, can only exercise the voting rights inherent in such actions with precise instructions from the client.

Article 84. Notable influence.

For the purposes of Article 69.1 paragraph 2 of Law 24/1988 of 28 July of the Stock Market, in any event, the possibility of appointing or removing any member of the Board of Management of the investment services company.

Article 85. Information to be provided by the potential acquirer along with the notification.

1. The National Securities Market Commission shall establish by Circular a list of the information to be provided by the proposed acquirer in compliance with the obligation referred to in Article 69.4 of the Law 24/1988 of July 28, of the Stock Market. The National Securities Market Commission will advertise the content of the list on its website or website.

2. In any case, the list referred to in the preceding paragraph should contain information on the following aspects:

(a) On the proposed acquirer and, where appropriate, on any person who effectively directs or controls their activities:

1. The identity of the proposed acquirer, the structure of the shareholding and the composition of the management bodies of the potential acquirer.

2. The professional and commercial honorability of the potential acquirer and, where applicable, of any person who effectively directs or controls their activities.

3. º The detailed structure of the group to which it belongs.

4. The financial and financial situation of the potential acquirer and the group to which it may belong.

5. The existence of links or relationships, financial or otherwise, of the potential acquirer with the acquired entity and its group.

6. the evaluations carried out by international bodies of the rules on the prevention of money laundering and terrorist financing of the country of nationality of the proposed acquirer, except that of a State Member of the European Union, as well as the trajectory on the prevention of money laundering and the financing of terrorism of the potential acquirer and of the integrated entities in their group which are not domiciled in the Union European.

In the case of Member States of the European Union, information on this trajectory will be obtained in the consultation that the National Securities Market Commission will make to the supervisory authorities of this State according to the art. 69.7 of Law 24/1988, of July 28.

b) On the proposed acquisition:

1. The identity of the entity that is the object of the acquisition.

2. The purpose of the acquisition.

3. º The amount of the acquisition, as well as the form and time frame in which it will be carried out.

4. The effects of the acquisition on capital and voting rights before and after the proposed acquisition.

5. The existence of a concerted action expressly or tacitly with third parties with relevance to the proposed operation.

6. º The existence of agreements with other shareholders of the entity subject to the acquisition.

c) On the financing of the acquisition:

Source of the financial resources used for the acquisition, entities through which they will be channeled and the availability regime of the same.

d) In addition, it will be required:

1. In the case of significant participations that result in changes in the control of the entity, the business plan shall be detailed, including information on the strategic development plan of the acquisition, the financial and other provisional data. The main changes in the entity to be purchased by the proposed acquirer shall also be detailed. In particular, on the impact the acquisition will have on corporate governance, on the structure and resources available, on internal control bodies and on procedures for the prevention of money laundering and money laundering. financing of terrorism of the same.

2. In the case of significant holdings that do not result in changes in control, the policy of the proposed acquirer shall be reported in relation to the acquisition and its intentions with respect to the acquired entity, in private, on its participation in the government of the entity.

3. In the previous two cases, the aspects relating to the commercial and professional repute of managers and managers who are going to direct the business of the investment firm as a result of the proposed acquisition.

Article 86. Interruption of the deadline to resolve.

1. The National Securities Market Commission may determine that the interruption of the calculation of the assessment period referred to in the third paragraph of Article 69.6 of the Law 24/1988 of 28 July shall be of a maximum duration of 30 days. If the proposed acquirer:

(a) is domiciled or authorised outside the European Union, or

b) is not subject to financial supervision in Spain or the European Union.

2. The calculation of the thirty working days provided for in Article 69.5 of Law 24/1988, of 28 July, for the Executive Service of the Commission for the Prevention of Money Laundering and Monetary Infringements to submit its report to the Commission National of the Securities Market, shall be interrupted on the same terms as the latter shall interrupt the calculation of the assessment period in accordance with Article 69.6 of that law. "

Single repeal provision. Regulatory repeal.

As many rules of equal or lower rank are repealed, the provisions of this royal decree and, in particular, Articles 35 to 37 of Royal Decree 867/2001 of 20 July 2001 on the legal status of the investment services companies.

Final disposition first. Regulatory enablement.

The Minister of Economy and Finance and, with her express rating, the National Securities Market Commission, will be able to dictate the precise provisions for the proper execution of this royal decree.

The National Securities Market Commission is also empowered to issue the necessary provisions to determine the content and models of the reserved information states that, in connection with the provision of investment services and ancillary services, must be carried out by investment firms, the other entities referred to in Article 65 of the Securities Market Act, as well as branches of investment and investment services firms. credit institutions in relation to their stock market operations. The National Securities Market Commission shall also determine the frequency and detail with which such data are to be provided.

Final disposition second. Competence title.

This royal decree is issued under the terms of Article 149.1.6., 11. and 13. of the Constitution, which attributes to the State exclusive competences on commercial law, bases of the management of credit, banking and insurance, and bases and coordination of the overall planning of economic activity, respectively.

Final disposition third. Amendment of Royal Decree 361/2007 of 16 March 2007 implementing Law 24/1988 of 28 July on the Stock Market in the field of participation in the capital of companies managing secondary stock markets and companies managing systems for the registration, clearing and settlement of securities.

One. Article 1 (1) of Royal Decree 361/2007, of 16 March 2007, is worded as follows:

" 1. The significant shares in the share capital of the companies which administer Spanish secondary markets will be in accordance with the provisions of Article 31.6 and Article 69 of the Law 24/1988 of 28 July 1988 on the Securities Market. as in the rules for the development of the latter, with the specialities provided for in this Article. "

Two. Article 1 (4) to (7) of Royal Decree 361/2007 of 16 March 2007 is hereby amended

follows:

" 4. Without prejudice to the powers of the National Securities Market Commission to oppose a significant participation as provided for in Article 69 (6) of Law 24/1988 of 28 July 1988 on the Securities Market, the Minister of State Economy and Finance, on a proposal from the National Securities Market Commission, may oppose the acquisition of a significant share in the social capital of those companies when it considers that it is necessary to ensure the good operation of the markets or to avoid distortions in the markets, as well as not to be treated as equivalent to Spanish entities in the country of origin of the acquirer, or of whom directly or indirectly controls the acquirer.

To this end, the degree and type of influence that the acquirer may have on the relevant market will be particularly observed, for which the following factors will be valued:

(a) The shareholding of the acquirer in companies managing other securities markets, multilateral trading systems and systems of registration, clearing and settlement of instruments financial and in the members and entities participating in such markets and systems.

(b) Your participation in the administrative bodies of other securities markets, multilateral trading systems and systems for the registration, clearing and settlement of financial instruments and in members and entities participants in such markets and systems.

(c) If the acquirer or the dominant entity is subject to a supervisory regime equivalent to that exercised by the National Securities Market Commission, in the event that they manage any securities or systems market multilateral trading or system of registration, clearing and settlement of financial instruments.

When the acquirer of a significant holding is the holder of a controlling interest, it will be sufficient for the acquirer to communicate on a prior basis the acquisition of the significant participation to the National Market Commission Values, indicating the amount of such participation, the mode of acquisition and the maximum period in which the operation is intended.

5. For the acquisition of a significant holding equal to or greater than 1 per cent but less than 5 per cent in the capital of the company, the National Securities Market Commission shall be deemed not to oppose it if it is not pronounced within the of the following 10 working days from the date on which it was informed or from the time the additional information was completed which, if necessary, would have been required, or within 30 days of lower stakes. 10 percent. For the purpose of exercising this competence, the National Securities Market Commission may, by means of a circular, draw up a list containing the minimum information to be supplied by the acquirer prior to the acquisition, and shall appreciate the suitability of the same, taking into account, among other factors:

1. The business or professional honorability of shareholders who intend to acquire or achieve significant participation.

2. The assets of these shareholders to meet the commitments made.

3. The possibility that the institution may be exposed to the risk of non-financial activities of its promoters, or where the institution's financial activities, stability or control may be affected by the risk. high risk of those.

6. Where a natural or legal person has decided to cease to have, directly or indirectly, a significant participation in a company administering a secondary official Spanish market, it shall first notify the National Market Commission of Securities in accordance with the provisions of Article 69 (9) of Law 24/1988 of 28 July 1988 on the Securities Market. Except for this obligation, significant holdings exceeding 1 per cent and less than 5 per cent are exempted.

7. The National Securities Market Commission may require any information to be deemed appropriate on the entitlements found in the shareholders ' register of the companies managing official secondary markets, as well as the companies holding a controlling interest in all or any of the above. "

Three. Article 3 (1) of Royal Decree 361/2007, of 16 March 2007, is worded as follows:

" 1. The significant holdings in the share capital of the Systems Society shall be governed by the provisions of Article 44 bis.3 and 69 of the Law 24/1988 of 28 July 1988 on the Securities Market and the provisions for the development of the securities market, with the specialities provided for in this Article. '

Four. Article 3 (4) to (7) of Royal Decree 361/2007 of 16 March 2007 is worded as follows:

" 4. Without prejudice to the powers of the National Securities Market Commission to oppose a significant participation as provided for in Article 69 (6) of Law 24/1988 of 28 July of the Securities Market, the Minister of Economy and Finance, on a proposal from the National Securities Market Commission, may oppose the acquisition or transfer of a significant stake in the capital of the Society of Systems when it considers that it is necessary to ensure the good functioning of the markets or systems of registration, clearing and settlement of securities or in order to avoid distortions in them, as well as for not giving equivalent treatment to Spanish entities in the country of origin of the acquirer, or who directly or indirectly controls it.

To this effect, the degree and type of influence that the acquirer may exercise in the Society of Systems will be particularly attended to, for which the following factors will be valued:

(a) The shareholding of the acquirer in companies managing other securities markets, multilateral trading systems and systems of registration, clearing and settlement of instruments financial and in the members and entities participating in such markets and systems.

(b) Your participation in the administrative bodies of other securities markets, multilateral trading systems and systems for the registration, clearing and settlement of financial instruments and in members and entities participants in such markets and systems.

(c) If the acquirer or the dominant entity is subject to a supervisory regime equivalent to that exercised by the National Securities Market Commission, in the event that they manage any securities or systems market multilateral trading or system of registration, clearing and settlement of financial instruments.

When the acquirer of a significant holding is the holder of a controlling interest, it will be sufficient for the acquirer to communicate on a prior basis the acquisition of the significant participation to the National Market Commission Values, indicating the amount of such participation, the mode of acquisition and the maximum period in which the operation is intended.

5. For the acquisition of a significant holding equal to or greater than 1 per cent but within 5 per cent in the capital of the company, the National Securities Market Commission shall be deemed not to oppose it if it is not pronounced within the of the following 10 working days from the date on which it was informed or from the time the additional information was completed which, if necessary, would have been required or within 30 days of the participation of the lower 10 percent. For the purpose of exercising this competence, the National Securities Market Commission may, by means of a circular, draw up a list containing the minimum information to be supplied by the acquirer prior to the acquisition, and shall appreciate the suitability of the same, taking into account, among other factors:

(a) The business or professional honorability of shareholders who intend to acquire or achieve significant participation.

(b) The assets of such shareholders to meet the commitments made.

(c) The possibility that the institution may be inappropriately exposed to the risk of the non-financial activities of its promoters; or when dealing with financial activities, the stability or control of the entity may be be affected by the high risk of those.

6. Where a natural or legal person has decided to cease to have, directly or indirectly, a significant participation in the Society of Systems, it shall first notify the National Securities Market Commission in accordance with the provisions of the Article 69 (9) of the Law 24/1988, of 28 July, of the Securities Market. Except for this obligation, significant holdings exceeding 1 per cent and less than 5 per cent are exempted.

7. The National Securities Market Commission may require any information deemed appropriate on the entitlements found in the shareholders ' register of the Systems Company, as well as in that of the companies holding a stake in the company. control on the same.

Final disposition fourth. Incorporation of European Union law.

This royal decree incorporates into Spanish law Directive 2007 /44/EC of the European Parliament and of the Council of 5 September 2007 amending Council Directive 92/49/EEC and Directives 2002 /83/EC, 2004 /39/EC, 2005 /68/EC and 2006 /48/EC as regards the procedural rules and the assessment criteria to be applied in relation to the prudential assessment of acquisitions and increases in shares in the financial sector.

Final disposition fifth. Entry into force.

This royal decree will enter into force on the day following its publication in the "Official State Gazette"

Given in Madrid, on November 27, 2009.

JOHN CARLOS R.

The Second Vice President of the Government and Minister of Economy and Finance,

ELENA SALGADO MENDEZ