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

The need to ensure the stability of financial institutions, in defence of the normal functioning of the markets and for the protection of the users of financial services, justifies, in general, all the financial regulation of management and discipline. Within this broad sector of the financial system, the regulation of the system of significant participations has been in place since its introduction in the 1990s. This scheme deals with the prudential assessment of acquisitions of holdings which may involve the exercise of a significant influence on financial institutions. This is, in short, a preliminary administrative check which aims to assess, for prudential purposes, the identity, good repute and solvency of the most significant shareholders of the institutions. In practice, it involves extending the supervisory work of the authorisation of entities to any subsequent modification of their shareholding structure which may affect the suitability of the owners.

The transnational nature of the financial markets has long led to the Community planning of this field. In fact, the rules currently in force on significant shareholdings, contained in Law 24/1988 of 28 July of the Stock Market, in Law 26/1988 of 29 July on the discipline and intervention of credit institutions and the The recast of the Law on the Management and Supervision of Private Insurance, approved by Royal Decree-Law 6/2004 of 29 October, brings about the transposition of a set of Community Directives (Council Directive 93 /22/EEC). of 10 May 1993 on investment services in the field of marketable securities, Second Council Directive of 15 December 1989 on the coordination of laws, regulations and administrative provisions relating to the taking up and pursuit of the business of credit institutions Directive 92/49/EEC coordination of laws, regulations and administrative provisions relating to direct insurance other than life insurance, Directive 2002/83/EC on life assurance and Directive 2005 /68/EC on reinsurance).

More than 15 years since the adoption of the initial community regulation has been proven, at the same time as the opportunity and effectiveness of the model, the need to address some reforms that could improve their effectiveness. practice. In this context, 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 application of Directive 92/49/EEC the procedural rules and the assessment criteria to be applied in relation to the prudential assessment of acquisitions and the increases in participation in the financial sector. This rule amends the five directives governing, respectively, life insurance and non-life insurance, the markets for financial instruments, reinsurance and access to the business of credit institutions, with the object of to reform, in a homogeneous manner, the system of significant shareholdings.

The main purpose of Directive 2007 /44/EC is to clarify the criteria and procedures under which the assessment of significant holdings is carried out in order to provide legal certainty and necessary clarity. Hence, their most important contributions are made on a triple axis. On the one hand, a new, clearer evaluation procedure is designed with more tight and transparent deadlines for each of the stages of the assessment procedure. Secondly, the strictly prudential criteria are related in a comprehensive way, on the basis of which the financial supervisors will have to support their opposition to the proposed acquisitions. Finally, the collaboration between the supervisor of the acquiring institution and the one acquired during the prudential assessment procedure is greatly strengthened.

In line with the provisions of the Directive, this Law aims to increase the clarity and effectiveness of the system of significant participations, improving the legal certainty and predictability of the entire evaluation process. In short, this law does not address the transposition of Directive 2007 /44/EC for the three financial sectors involved: credit institutions, investment firms and insurance and reinsurance undertakings. This is, however, a partial transposition as long as it is subject to the further regulatory development of its more technical extremes.

On the other hand, apart from the incorporation into the internal law of the Community legislation, the Law also addresses, in its final part, the timely modification of Law 26/2006, of July 17, of mediation of insurance and reinsurance In order to replace the current system of prior authorisation for close links and a system of significant shareholdings by a non-opposition system, if the Directorate-General for Insurance and Pension Funds does not object to the This operation may be carried out.

The Act consists of three articles, two additional provisions, one derogating provision and nine final provisions.

The three articles refer, respectively, to the amendments necessary to incorporate the provisions of Directive 2007 /44/EC into the system of significant shareholdings provided for in Law 24/1988 of 28 July 1988. Securities Market, in Law 26/1988, of July 29, on the discipline and intervention of credit institutions and on the recast of the Law on the Management and Supervision of Private Insurance. This Law introduces into the three above-mentioned rules, with the necessary adjustments for each of the articles, the same reformed significant participation regime, the main features of which are set out below.

The concept of significant participation pivots in the Spanish legislation around two approaches. The qualitative that identifies the significant participation with the possibility of exercising a notable influence on the acquired entity. And the quantitative one, which determines a percentage of capital or voting rights whose possession implies the objective existence of such participation. This latter criterion is modified by the rewording of Articles 69.1 of Law 24/1988, 56.1 of Law 26/1988 and 22 of the Recast Text of the Law on the Management and Supervision of Private Insurance. From what is foreseen in them, the significant participation will arise in reaching at least 10% of the capital or the voting rights of the entity, thus eliminating, by community mandate, the previous percentage of 5 percent. percent.

It also introduces a new duty of communication to the supervisor of the units which, not being significant, assume to reach or exceed the threshold of 5% of the capital or of the voting rights (new paragraph 3). Article 69 of Law 24/1988, new paragraph 2 of Article 57 in Law 26/1988 and paragraph 1 of the new Article 22.bis of the recast of the Law on the Management and Supervision of Private Insurance. This new duty does not trigger the assessment procedure but allows supervisors to access information about the presence of this type of shareholdings.

Another consequence of the incorporation of Directive 2007 /44/EC is the simplification of the different thresholds that determine the reporting duty of the institutions, in the face of increases or reductions in the significant stakes: 20, 30 or 50 percent, compared to 10, 15, 20, 25, 33, 40, 50, 66 and 75 percent above.

The relationship of the strictly prudential criteria that both the Banco de España and the National Securities Market Commission and the General Directorate of Insurance and Pension Funds must take into account is incorporated. when assessing the suitability of the proposed acquirer, either to acquire a significant share, or to exceed the thresholds referred to above with its new participation. Only on the basis of these criteria, or in cases where the information submitted by the acquirer is incomplete, may the supervisors object to an acquisition or increase of significant holdings. The criteria, introduced in the new Articles 69.5 of Law 24/1988, 58.1 of Law 26/1988 and 22.ter.1 of the recast of the Law on the Management and Supervision of Private Insurance, relate to the good repute and solvency of the acquirer, the the good repute of the future managers of the institution, the ability of the institution to comply with the regulatory obligations that are required for them and the absence of any rational evidence of the conduct of money laundering or financing of terrorism. In order to obtain an appropriate assessment of this last criterion, the mandatory application of a report of the Executive Service of the Commission for the Prevention of the Money Laundering and Monetary Violations is introduced.

Regarding the design of the assessment procedure, the new article of Law 24/1988, Law 26/1988 and the recast of the Law on the Management and Supervision of Private Insurance, in the absence of its regulatory development, define clearer and more transparent deadlines for each of the phases. First of all, the maximum total period for supervisors to complete their assessment and to notify the existence or non-opposition is set at 60 working days, with the system of positive administrative silence remaining. In addition, a system is designed for the request for additional information which, in order to avoid unfounded delays, does not allow more than a single suspension in the calculation of the term. On the other hand, at the end of the procedure, the possibility is introduced that the supervisor, at the request of the proposed acquirer or ex officio, will make public the reasons for his decision, whether or not to oppose the acquisition, provided that the information disclosed does not affect third parties outside the operation.

Finally, cooperation between the supervisor of the acquiring institution and that of the acquirer is very important. Both within Spain, through cooperation between the Banco de España, the National Securities Market Commission and the General Directorate of Insurance and Pension Funds, as well as between supervisors from the different Member States of the European Union. It is mainly intended that the competent authorities work in close cooperation in the case of verifying the suitability of a potential acquirer who is an authorised entity in another Member State or, within Spain, regulated in another Member State. sector of activity.

The final part of the Law includes two additional provisions on measures in the airport field and on the review of the Community system of emissions trading, a general rule of law and Nine final provisions relating to the amendment of the Law on the mediation of private insurance and reinsurance, to the amendment of the Law on the Institutions of Collective Investment, to the amendment of the Law of Companies, to the modification of the Law on corporate governance and real estate investment funds and on funds of Mortgage securitization, to the modification of the Royal Decree-Law 18/1982 on Deposit Guarantee Funds in Savings and Credit Unions, to the title of competence, to the enabling to the Government for the regulatory development, to the incorporation of Community law and entry into force.

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

Law 24/1988 of 28 July of the Stock Market is amended as follows:

One. A new paragraph 2 is added to Article 60c and renumbered as paragraph 3, with the following wording:

" 2. If, in the case covered by this article, the securities which are the subject of the purchase or sale of the goods, are seized as a result of administrative acts or judicial decisions, or there is any type of burden on them, including charges, limited real rights or financial guarantees, the securities shall be free of such charges, including the price paid or the securities issued by the offeror as payment of the purchase price.

The depositary of the securities shall be obliged to keep the price of the sale or, where appropriate, the securities delivered, by bringing to the attention of the judicial or administrative authority which has ordered the liens or of the holder of any other charges, the application of this procedure.

If, once the provisions of this paragraph have been applied, a portion of the price that would be unnecessary for the satisfaction of the obligations guaranteed by the embargo or liens practiced, or with the existing charges, would exist. on the securities, shall be made immediately available to the holder of the securities. '

Two. Article 69 is worded as follows:

" Article 69.

1. For the purposes of this Law, a significant participation in a Spanish investment firm shall be understood to be that which reaches, directly or indirectly, at least 10% of the capital or the voting rights of the company.

It will also have the consideration of significant participation, which, without reaching the percentage indicated, will allow to exert a noticeable influence on the company. Regulation shall be determined, having regard to the characteristics of the various types of investment firm, where it is to be presumed that a natural or legal person may exercise such significant influence, taking into account such effects, inter alia, the possibility of appointing or removing any member of its board of directors.

2. The provisions of this Title for investment firms shall be without prejudice to the application of the rules on takeover bids and information on significant holdings contained in this Law and the special rules laid down in the additional 17th provision and in Articles 31 and 44a of this Law, as well as in its implementing rules.

3. Any natural or legal person who, on its own or acting in concert with others, has acquired, directly or indirectly, a participation in a Spanish investment firm, in such a way that its share of voting rights or of a capital held equal to or greater than 5%, shall immediately inform the National Securities Market Commission and the relevant investment firm in writing, indicating the amount of the stake reached.

4. Any natural or legal person who, on its own or acting in a concerted manner with others, hereinafter the proposed acquirer, has decided to acquire, directly or indirectly, a significant participation in an investment firm or, to increase, directly or indirectly, the participation therein in such a way that, or the percentage of voting rights or capital held is equal to or greater than 20, 30 or 50 percent, or that, by virtue of the acquisition the investment services firm, hereinafter referred to as the acquisition, may be brought under control proposal, will notify the National Securities Market Commission in advance, indicating the amount of the planned participation, and including all the information that is regulated. Such information shall be relevant for the assessment, proportionate and appropriate to the nature of the proposed acquirer and the proposed acquisition.

It is understood that there is a control relationship for the purposes of this article provided that it is one of the assumptions provided for in Article 42 of the Commercial Code.

For the purposes of this paragraph, no account shall be taken of voting rights or capital resulting from the assurance of an issue or a placement of financial instruments or the placement of instruments. financial services based on a firm commitment, provided that such rights are not exercised to intervene in the issuer's management and are transferred within one year of its acquisition.

When the National Securities Market Commission receives two or more notifications referring to the same investment firm, it will treat all potential acquirers in a non-discriminatory manner.

5. The National Securities Market Commission, in order to ensure a sound and prudent management of the investment services company in which the acquisition is proposed, and taking into account the potential influence of the proposed acquirer on the assess the suitability of this and the financial soundness of the proposed acquisition, in accordance with the following criteria:

(a) the commercial and professional honorability of the potential acquirer;

(b) the commercial and professional honorability and experience of managers and managers who are to lead the business of the investment firm as a result of the proposed acquisition;

(c) the financial solvency of the proposed acquirer in order to meet the commitments made, in particular in relation to the type of activity pursued or intended to be carried out in the investment firm in which it is proposes the acquisition;

(d) the ability of the investment firm to comply in a durable manner with the obligations laid down in the rules applicable to it. In particular, where appropriate, it shall assess whether the group of which it will become a party has a structure which does not prevent the exercise of effective supervision and which allows for an effective exchange of information between the competent authorities. to carry out such supervision and to determine the division of responsibilities between them; and,

e) that there are no rational indications to assume that:

(i) in connection with the proposed acquisition, they are being carried out, have been carried out or attempted to carry out money laundering or terrorist financing operations in the sense provided for in the rules of prevention of such activities; or,

(ii) that acquisition cannot increase the risk of such operations being carried out.

As soon as you receive the notification referred to in the previous paragraph, the National Securities Market Commission will request a report from the Executive Service of the Commission for the Prevention of Money Laundering and Monetary infringements, in order to obtain an appropriate assessment of this criterion. With such request, the National Securities Market Commission shall transmit to the Executive Service the information it has received from the proposed acquirer or has its powers available to it which may be relevant to the assessment of the criterion. The Executive Service shall forward the report to the National Securities Market Commission within a maximum of 30 working days from the day following the day on which it received the request with the information indicated.

6. The National Securities Market Commission shall have a period of 60 working days, from the date on which it has made the acknowledgement of receipt of the notification referred to in paragraph 4, to carry out the assessment referred to in paragraph 4. and, where appropriate, oppose the proposed acquisition. The acknowledgement of receipt shall be made in writing within 2 working days from the date of receipt of the notification by the National Securities Market Commission, provided that it is accompanied by any information that is required in accordance with paragraph 4 above, the exact date on which the assessment period expires shall be indicated to the potential acquirer. In the terms laid down in Article 71 of Law No 30/1992 of 26 November 1992, of the Legal System of Public Administrations and of the Common Administrative Procedure, if the notification does not contain all the information required, it shall be required. to the proposed acquirer so that, within ten days, the required information is subsated or accompanied, indicating that, if it does not do so, the proposed acquisition shall be withdrawn from it.

If the National Securities Market Commission does not rule in the previous term, it will be understood that there is no opposition.

If deemed necessary, the National Securities Market Commission may request additional information which, in general, should be required in accordance with paragraph 4, in order to assess adequately the proposed acquisition. This request shall be made in writing and shall specify the necessary additional information. Where the request for additional information is made within the first fifty working days of the period laid down in the preceding paragraph, the National Securities Market Commission may interrupt the calculation of that period by a single during the period between the date of the request for additional information and the date of receipt of the request. This interruption may be for a maximum of 20 working days, which may be extended for up to 30 days, in cases where the rules are determined.

The National Securities Market Commission may only object to the proposed acquisition where there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 5 or if the information provided by the Potential acquirer is incomplete. If, after the completion of the assessment, the National Securities Market Commission raises objections to the proposed acquisition, it shall inform the proposed acquirer, in writing and on the basis of its decision, within two working days, without no case can be exceeded for the maximum period for the assessment. Where the proposed acquisition is not opposed, it may set a maximum period for the completion of the proposed acquisition and, where appropriate, prolong it.

The National Securities Market Commission may not impose prior conditions as to the amount of the share to be acquired and shall not take into account the economic needs of the market when performing the assessment.

The decisions taken by the National Securities Market Commission shall state the possible observations or reservations expressed by the competent authority of the supervisory authority of the proposed acquirer, as consulted in the terms of the of paragraph 7.

At the request of the proposed acquirer or ex officio, the National Securities Market Commission may make public the reasons for its decision, provided that the information disclosed does not affect third parties to the operation.

7. The National Securities Market Commission, when carrying out the assessment referred to in paragraph 5, shall consult the supervisory authorities in other Member States of the European Union where the proposed acquirer is:

(a) a credit institution, insurance or reinsurance undertaking, investment firm or management company of collective investment institutions or pension funds authorised in another Member State of the European Union; or,

(b) the parent company of a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions or pension funds; authorised in another Member State of the European Union

or

(c) a natural or legal person exercising the control of a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions; or of pension funds, authorised in another Member State of the European Union.

The National Securities Market Commission, when carrying out the assessment referred to in the previous paragraph, shall consult:

(a) to the Banco de España, provided that the proposed acquirer is a credit institution, or a parent company of a credit institution, or a natural or legal person exercising control of a credit institution; or,

(b) to the Directorate-General for Insurance and Pension Funds, provided that the proposed acquirer is an insurance or reinsurance undertaking or a management company of pension funds, or a parent company of an insurance undertaking or a reinsurance undertaking or a pension fund management company, or a natural or legal person exercising the control of an insurance or reinsurance undertaking or a pension fund management company.

The National Securities Market Commission will reciprocate the consultations referred to it by the authorities responsible for the supervision of the potential acquirers of other Member States, and, where appropriate, the Bank of Spain or the Directorate-General for Insurance and Pension Funds. In addition, all information that is essential for the assessment, as well as the other information requested, shall be made available to them on their own initiative and without undue delay, provided that it is appropriate for the assessment.

8. Where an acquisition of the rules in paragraph 4 is made without prior notification to the National Securities Market Commission; or, having notified the Commission, the time limit laid down in the first subparagraph of paragraph 4 has not yet elapsed. paragraph 6, or if the express opposition of the National Securities Market Committee is measured, the following effects shall occur:

(a) In any event and automatically, the political rights corresponding to the shares acquired irregularly shall not be exercised until the National Securities Market Commission has received and evaluated the (i) information on the acquirers, the appropriate judges. If, however, they are to be exercised, the corresponding votes shall be void and the agreements shall be contested in court, as provided for in Section 2 of Chapter V of the Royal Decree of Law 1564/1989 of 22 December 1989, approves the Recast Text of the Law on Anonymous Companies, with the National Securities Market Commission legitimized.

(b) The suspension of activities provided for in Article 75 may be agreed.

(c) If necessary, the intervention of the undertaking or the replacement of its administrators, as provided for in Title VIII, shall be agreed.

In addition, the penalties provided for in Title VIII shall be imposed.

9. Any natural or legal person who has decided to cease to have, directly or indirectly, a significant participation in an investment firm, shall first notify the National Securities Market Commission, indicating the amount of the proposed operation and the time limit for carrying it out. Such a person must also notify if he has decided to reduce his or her significant participation in such a way that the percentage of voting rights or capital held is less than 20, 30 or 50 percent, or that he/she may lose control of the investment services.

The breach of this duty will be sanctioned as provided for in Title VIII.

10. In addition, investment firms shall inform the National Securities Market Commission, as soon as they are aware of this, of the acquisitions or disposals of holdings in their capital which transfer some of the mentioned in the previous paragraphs of this article.

11. Where there are substantiated and substantiated reasons for the fact that the influence exercised by persons holding significant participation in an investment firm may be detrimental to the sound and prudent management of the undertaking, The Minister for Economic Affairs and Finance, on a proposal from the National Securities Market Commission, will adopt some or some of the following measures:

(a) Those provided for in paragraph 8 (a) and (b), while the suspension of voting rights may not exceed three years.

b) By way of exception, revocation of the authorization.

In addition, sanctions may be imposed as provided for in Title VIII. "

Three. A new point (l) is added to Article 90 (4):

"(l) The information that the National Securities Market Commission publishes in accordance with the provisions of the sixth paragraph of Article 69.6."

Four. Article 92 (c) is amended as follows:

"(c) A record of the documents referred to in Article 6 and, in general, those referred to in Article 26 (1) (a) and (b) of this Law."

Five. A new point (b) is added to Article 100, which is worded as follows:

"j ter) The acquisition of a holding as described in Article 69.3 without having communicated it to the National Securities Market Commission."

Article 2. Amendment of Law 26/1988 of 29 July on Discipline and Intervention of Credit Entities.

Law 26/1988 of 29 July on Discipline and Intervention of Credit Entities is amended as follows:

One. In Article 5, point (w) is inserted as follows:

"w) The acquisition of a holding in a credit institution, as described in 57.2, without having communicated it in a timely manner to the Banco de España."

Two. Article 43 (5) is worded as follows:

" The authorisation shall also be refused if, taking into account the need to ensure sound and prudent management of the institution, the suitability of the shareholders who are to have a stake in such a way as to be deemed appropriate is not considered appropriate. the percentage of voting rights or owned capital is equal to or greater than 5% or a significant share, as defined in Article 56.

Among other factors, suitability will be appreciated based on:

a) The commercial and professional honorability of shareholders. This good repute shall be presumed when the shareholders are public administrations or entities dependent on them.

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

c) The lack of transparency in the structure of the group to which the entity may eventually belong, or the existence of serious difficulties in inspecting or obtaining the necessary information on the development of its activities.

(d) The possibility of the institution being inappropriately exposed to the risk of non-financial activities of its promoters; or where, in the case of financial activities, the institution's stability or control may be be affected by the high risk of those. "

Three. Article 56 is worded as follows:

" Article 56. Significant holdings in credit institutions.

1. For the purposes of this Law, a significant participation in a Spanish credit institution shall be understood to be such that it reaches, directly or indirectly, at least 10 percent of the capital or voting rights of the entity. It will also have the consideration of significant participation, which, without reaching the indicated percentage, will allow to exert a notable influence on the entity. Regulation shall be determined, having regard to the characteristics of the various types of credit institution, where it is necessary to assume that a natural or legal person may exercise such significant influence, taking into account these effects, among others, the possibility of appointing or removing any member of its board of directors.

2. The provisions of this Title for credit institutions shall be without prejudice to the application of the rules on takeover bids and information on significant holdings contained in Law 24/1988 of 28 July 1988. Stock Market. "

Four. Article 57 is worded as follows:

" Article 57. Obligations relating to shares in credit institutions.

1. Any natural or legal person who, on its own or acting in a concerted manner with others, hereinafter the proposed acquirer, has decided to acquire, directly or indirectly, a significant participation in a Spanish credit institution or either directly or indirectly, directly or indirectly, to increase participation in such a way that, or the percentage of voting rights or capital held is equal to or greater than 20, 30 or 50%, or that, by virtue of the acquisition the credit institution, hereinafter referred to as the proposed acquisition, shall be subject to the prior notification of the proposed acquisition; to the Banco de España, indicating the amount of the planned participation and including all information that is regulated. Such information shall be relevant for the assessment, proportionate and appropriate to the nature of the proposed acquirer and the proposed acquisition.

It is understood that there is a control relationship for the purposes of this Title provided that it is one of the assumptions provided for in Article 42 of the Commercial Code.

For the purposes of this paragraph, no account shall be taken of voting rights or capital resulting from the assurance of an issue or a placement of financial instruments or the placement of instruments. financial services based on a firm commitment, provided that such rights are not exercised to intervene in the issuer's management and are transferred within one year of its acquisition.

When the Banco de España receives two or more notifications referring to the same credit institution, it will treat all potential acquirers in a non-discriminatory manner.

2. Any natural or legal person, who alone or acting in concert with others, has acquired, directly or indirectly, a participation in a Spanish credit institution in such a way that the percentage of voting rights or capital It shall be equal to or greater than 5%, shall immediately inform the Bank of Spain and the corresponding credit institution in writing, indicating the amount of the participation achieved. "

Five. Article 58 is worded as follows:

" Article 58. Evaluation of the proposed acquisition.

1. When examining the notification referred to in Article 57.1, the Banco de España, in order to ensure the sound and prudent management of the credit institution in which the acquisition is proposed, and taking into account the possible influence of the acquiring potential over the same, will assess the suitability of this and the financial soundness of the proposed acquisition, according to the following criteria:

(a) the commercial and professional honorability of the potential acquirer;

(b) the commercial and professional honorability and experience of managers and managers who are to direct the activity of the credit institution as a result of the proposed acquisition;

(c) the financial solvency of the proposed acquirer in order to meet the commitments made, in particular in relation to the type of activity pursued or intended to be exercised in the credit institution in which the undertaking is proposed; acquisition;

(d) the ability of the credit institution to comply in a durable manner with the rules of organisation and discipline applicable to it, and in particular, where appropriate, if the group of which it becomes a party has a structure which does not prevent the exercise of effective supervision, and which allows for the effective exchange of information between the competent authorities to carry out such supervision and to determine the division of responsibilities between them; and,

e) that there are no rational indications to assume that:

(i) in connection with the proposed acquisition, operations of money laundering or terrorist financing have been or have been made or attempted in the sense provided for in the rules of prevention of such activities; or,

(ii) that the said acquisition cannot increase the risk of such operations being carried out.

As soon as the notification is received, the Banco de España will request a report from the Executive Service of the Commission for the Prevention of the Money Laundering and Monetary Violations, in order to obtain an adequate assessment of the this criterion. With such a request, the Banco de España shall transmit to the Executive Service any information it has received from the proposed acquirer or has its powers in exercise which may be relevant to the assessment of this criterion. The Executive Service shall forward the report to the Bank of Spain within 30 working days from the day following the day on which it received the request with the information indicated.

2. The Bank of Spain shall have a period of 60 working days, from the date on which it has made the acknowledgement of receipt of the notification referred to in Article 57.1, to carry out the assessment referred to in the previous paragraph and, where appropriate, oppose the proposed acquisition. The acknowledgement of receipt shall be made in writing within 2 working days from the date of receipt of the notification by the Banco de España, provided that it is accompanied by any information that is required under the Article 57.1, and the exact date on which the assessment period expires shall be indicated to the potential acquirer. In the terms laid down in Article 71 of Law No 30/1992 of 26 November 1992, of the Legal System of Public Administrations and of the Common Administrative Procedure, if the notification does not contain all the information required, it shall be required. to the proposed acquirer so that, within ten days, the required information is subsated or accompanied, indicating that, if it does not do so, the proposed acquisition shall be withdrawn from it.

If the Bank of Spain does not rule in the preceding period, it will be understood that there is no opposition.

3. If deemed necessary, the Banco de España may request additional information which, in general, should be required in accordance with Article 57.1, in order to assess the proposed acquisition accordingly. This request shall be made in writing and shall specify the necessary additional information. Where the request for additional information is made within the first 50 working days of the period laid down in the preceding paragraph, the Bank of Spain may suspend the calculation of the additional information for the sole purpose of the period in question. medie between the date of the request for additional information and the date of receipt of the request. This interruption may be for a maximum of 20 working days, which may be extended for up to 30 days, in cases where the rules are determined.

4. The Banco de España may oppose the proposed acquisition only where there are reasonable grounds for doing so, on the basis of the criteria set out in paragraph 1 or if the information provided by the proposed acquirer is incomplete. If, after the completion of the assessment, the Banco de España raises objections to the proposed acquisition, it shall inform the proposed acquirer in writing and giving reasons for its decision within two working days, without being able to exceed the maximum time limit for performing the assessment.

When the Banco de España does not object to the proposed acquisition, it may set a maximum period for the conclusion of the proposed acquisition and, where appropriate, prolong it.

5. The Banco de España may not impose prior conditions as to the amount of the share to be acquired and shall not take into account the economic needs of the market when carrying out the assessment.

6. Decisions taken by the Banco de España shall state the possible observations or reservations expressed by the competent authority responsible for the supervision of the proposed acquirer, as referred to in Article 58a.

7. At the request of the acquirer or ex officio, the Banco de España may make public the reasons for its decision, provided that the information disclosed does not affect third parties outside the operation. '

Six. A new Article 58a is added which is worded as follows:

" Article 58a. Collaboration between supervisory authorities for the evaluation of the proposed acquisition.

1. The Bank of Spain shall, when carrying out the assessment referred to in the previous Article, consult the supervisory authorities in other Member States of the European Union where the proposed acquirer is:

(a) a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions or pension funds authorised in another Member State of the European Union;

(b) the parent company of a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions or pension funds; authorised in another Member State of the European Union;

(c) a natural or legal person exercising the control of a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions; or of pension funds, authorised in another Member State of the European Union.

2. The Banco de España, when carrying out the assessment referred to in the previous Article, shall consult:

(a) to the National Securities Market Commission, provided that the proposed acquirer is an investment firm or a management company of collective investment institutions, a parent company of a company of investment services or a management company of collective investment institutions or a natural or legal person exercising the control of an investment firm or a management company of collective investment institutions.

(b) to the Directorate-General for Insurance and Pension Funds, provided that the proposed acquirer is an insurance or reinsurance undertaking, or a management company of pension funds, or a parent company of an insurance undertaking or a reinsurance undertaking or a pension fund management company, or a natural or legal person exercising the control of an insurance or reinsurance undertaking or a pension fund management company.

3. The Bank of Spain shall reciprocally address the consultations referred to it by the authorities responsible for the supervision of the potential acquirers of other Member States, and, where appropriate, the National Securities and Exchange Commission. General Insurance and Pension Funds. In addition, all information that is essential for the assessment, as well as the other information requested, shall be made available to them on their own initiative and without undue delay, provided that it is appropriate for the assessment. "

Seven. Article 59 is worded as follows:

" Article 59. Effects of non-compliance with obligations relating to units of credit institutions.

When one of the acquisitions covered by Article 57.1 is made without prior notification to the Banco de España, or, having notified it, the time limit provided for in Article 58.2 has not yet elapsed, or if The express opposition of the Banco de España will be the result of the following:

(a) In any event and automatically, no political rights may be exercised corresponding to the shares acquired irregularly. If, however, they are to be exercised, the corresponding votes shall be void and the agreements shall be contested in court, as provided for in Section 2 of Chapter V of the Royal Decree of Law 1564/1989 of 22 December 1989, approves the Recast Text of the Law of Companies Anonymous, with the Bank of Spain legitimized to the effect.

(b) If necessary, the intervention of the entity or the replacement of its administrators, as provided for in Title III, shall be agreed.

In addition, the penalties provided for in Title I shall be imposed. "

Eight. Article 60 is worded as follows:

" Article 60. Reduction of shareholdings.

Any natural or legal person who has decided to cease to have, directly or indirectly, a significant participation in a credit institution, shall first notify the Banco de España, indicating the amount of his participation intended. This person must also notify the Banco de España if it has decided to reduce its significant participation in such a way that the percentage of voting rights or capital held is less than 20, 30 or 50 percent or that, to lose control of the credit institution.

Failure of this duty may be sanctioned as provided for in Title I. "

Article 3. Amendment of the recast of the Law on the Law on the Management and Supervision of Private Insurance, approved by the Royal Legislative Decree 6/2004 of 29 October.

One. Article 5.2 (e) of the recast text of the Law on the Management and Supervision of Private Insurance is worded as follows:

" e) Indicating contributions and participations in the social capital or mutual fund of all partners, who shall meet the requirements set out in Article 14 when they hold a significant share in accordance with the provisions of Article 22 of this Law. It shall be expressly stated which partners have the status of an insurance institution, credit institution or investment firm, as well as, where appropriate, the shares, regardless of their value, of which they are the holder. any partner in an insurance entity, a credit institution or an investment firm. '

Two. Article 22 of the recast of the Law on the Management and Supervision of Private Insurance is worded as follows:

" Article 22. Significant shareholdings in insurance entities.

For the purposes of this Law, significant participation in an insurance institution is understood to be that which reaches, directly or indirectly, at least 10 percent of the share capital or voting rights. It also has the consideration of significant participation, which, without reaching the indicated percentage, allows to exert a notable influence on the management of the insurance institution. Regulation shall be determined where it is to be presumed that a natural or legal person may exercise such significant influence, taking into account these effects, inter alia, the possibility of appointing or removing any member of his or her board of directors. administration.

For the purposes of this Article, no account shall be taken of voting rights or the percentage of capital resulting from the underwriting of an issue or a placement of financial instruments or the placement of financial instruments based on a firm commitment, provided that such rights are not exercised to intervene in the issuer's management and are transferred within one year of its acquisition.

The provisions of this Article for the insurance institutions shall be without prejudice to the application of the rules on takeover bids and information on significant holdings contained in the Act. 24/1988, of July 28, of the Stock Market and its standards of development.

When the General Directorate of Insurance and Pension Funds receives two or more notifications referring to the same entity, it will treat all those who intend to acquire a participation in a non-discriminatory manner. "

Three. A new Article 22a is created in the recast of the Law on the Management and Supervision of Private Insurance with the following wording:

" Article 22a. Obligations relating to shares in insurance institutions.

1. Any natural or legal person who, on its own or acting in concert with others, has acquired directly or indirectly a holding in an insurance undertaking so that its share of capital or voting rights is equal to or more than 5%, shall immediately inform in writing the General Directorate of Insurance and Pension Funds and the relevant insurance institution, indicating the amount of the participation achieved.

2. Any natural or legal person who, on its own or acting in concert with another, has decided to acquire, directly or indirectly, even in the case of increase or reduction of capital, mergers and divisions, a significant contribution in an insurance undertaking or to increase its significant share, so that the proportion of its voting rights or shares in the capital is equal to or greater than the 20 per cent, 30 per cent or 50 per cent limits and also where, by virtue of the acquisition, the insurance undertaking could be controlled, notify in writing the General Directorate of Insurance and Pension Funds in writing, stating the amount of such participation, the terms and conditions of the acquisition and the maximum period in which the operation is intended to be carried out and provide the documentation to be established. Such information shall be relevant for the assessment, proportionate and appropriate to the nature of the person who intends to acquire or increase the participation and proposed acquisition.

In order to determine the existence of a control relationship, the provisions of Article 42 of the Trade Code shall be provided.

3. Where one of the acquisitions or increases referred to in paragraph 2 of this Article is made, without having previously notified the Directorate-General for Insurance and Pension Funds or, having notified it, the Commission has not yet time limit provided for in Article 22b, or if the express opposition of the Directorate-General for Insurance and Pension Funds is measured, the following effects shall be produced:

(a) In any event and automatically, no political rights may be exercised corresponding to the shares acquired irregularly. If, however, they are to be exercised, the corresponding votes shall be void and the agreements shall be impugable in accordance with the provisions of Section 2 of Chapter V of the Recast Text of the Law of Companies, approved by the Royal Decree Legislative 1564/1989, of 22 December, for which the General Directorate of Insurance and Pension Funds will be entitled.

(b) If necessary, any or some of the special control measures provided for in Article 39 shall be adopted on the insurance undertaking.

(c) In addition, the administrative penalties provided for in Section 5 of Chapter III of this Title II shall be imposed.

4. Where it is established that the holders of a significant holding have an influence which would be detrimental to the sound and prudent management of an insurance undertaking, which would seriously damage its financial situation, some or some of them may be adopted. the measures provided for in paragraphs (a), (b) and (c) of paragraph 3 of this Article, while the suspension of voting rights may not exceed three years. Exceptionally, the Minister for Economic Affairs and Finance, acting on a proposal from the Directorate-General for Insurance and Pension Funds, may revoke the authorisation.

5. Any natural or legal person who has decided to cease to have, directly or indirectly, a significant participation in any insurance undertaking shall notify the General Directorate of Insurance and Pension Funds in writing in advance. communicate the expected amount of the decrease in its share. This person must also notify the Directorate-General for Insurance and Pension Funds if it has decided to reduce its significant share, so that the percentage of voting rights or capital held is less than 20, 30 or 50 per cent. one hundred or so that it could lose control of the insurance company.

Failure to comply with this duty of information shall be sanctioned as provided for in Section 5. of Chapter III of this Title II.

6. The obligation referred to in paragraphs 2 and 5 above also corresponds to the insurance undertaking from which the significant share referred to is acquired, increased, decreased or no longer held.

In addition, the insurance companies will communicate, at the time of filing their periodic information, and also when required by the General Directorate of Insurance and Pension Funds, the identity of the shareholders or members holding significant holdings, the amount of such holdings and any changes in the shareholding. In particular, the data on significant participation shall be obtained from the annual general meeting of shareholders or partners, or from information received under the obligations arising from the Law 24/1988 of 28 July of the Securities Market. '

Four. A new Article 22b is created in the recast of the Law on the Management and Supervision of Private Insurance with the following wording:

" Article 22b. Assessment of the acquisition of significant shareholdings.

1. The Directorate-General for Insurance and Pension Funds, in order to ensure a sound and prudent management of the insurance institution in which the acquisition or increase is proposed, and taking into account the possible significant influence of the person who proposes to acquire or increase participation in it, assess the suitability of this and the financial soundness of the proposed acquisition or increase, in accordance with the following criteria:

a) The commercial and professional honorability of who intends to acquire or increase participation.

b) The commercial and professional honorability and experience of those who are to lead the effective management of the insurance institution as a result of the proposed acquisition or increase.

(c) The financial soundness with which they are proposed to acquire or increase the participation, in order to meet the commitments assumed in relation to the type of activity that is exercised or intended to be exercised in the institution insurer.

(d) the solvency and capacity of the insurance undertaking to comply in a durable manner with the rules of management and supervision applicable to it and, in particular, where appropriate, if the group of which it becomes an account with a structure which does not prevent the exercise of effective supervision or the obtaining of the necessary information, and which allows for an effective exchange of information between the competent authorities to carry out such supervision and to determine the sharing of responsibilities between them.

e) That there are no rational indications to assume that:

(i) in connection with the proposed acquisition, operations of money laundering or terrorist financing have been or have been made or attempted in the sense provided for in the rules of prevention of such activities; or,

(ii) that the said acquisition cannot increase the risk of such operations being carried out.

As soon as you receive the notification referred to in Article 22 bis.2, the Directorate-General for Insurance and Pension Funds will request a report from the Executive Service of the Commission for the Prevention of Capital and Monetary Violations, in order to obtain an adequate assessment of this criterion. With such a request, the Directorate-General for Insurance and Pension Funds shall send to the Executive Service the information received from the person who intends to acquire or increase the participation or to exercise his or her powers. be relevant to the assessment of this criterion. The Executive Service shall forward the report to the Directorate-General for Insurance and Pension Funds within 30 working days from the day following that in which the application is received with the information indicated.

2. The Directorate-General for Insurance and Pension Funds shall have a maximum period of 60 working days from the date on which the acknowledgement of receipt of the notification referred to in Article 22a (2) has been made, for the purposes of assess the transaction and, where appropriate, object to the acquisition of the significant share or of each of its increases which match or exceed the above limits or which convert the insurance undertaking into a company controlled by the holder of the significant participation. The acknowledgement of receipt shall be made in writing within two working days from the date of receipt of the notification by the Directorate-General for Insurance and Pension Funds, provided that the latter is accompanied by all the documentation which is required in accordance with Article 22a (2) and shall indicate the exact date on which the assessment period expires. In the terms of Article 71 of Law 30/1992 of 26 November of the Legal System of Public Administrations and of the Common Administrative Procedure, if the notification does not contain all the information required, it shall be required to who intends to acquire or increase participation so that, within ten days, the lack of or accompanying the mandatory information is remedied, indicating that, if it does not do so, the proposed acquisition will be withdrawn from it.

If deemed necessary, the Directorate-General for Insurance and Pension Funds may request additional information which, as a general rule, should be required in accordance with Article 22a, in order to assess conveniently the proposed acquisition. This request shall be made in writing and shall specify the necessary additional information. Where the request for additional information is made within the first 50 working days of the time limit laid down in the preceding paragraph, the Directorate-General for Insurance and Pension Funds may interrupt the calculation of the information by a the only time, during the period between the date of the request for additional information and the date of receipt of the request. This interruption may be for a maximum of 20 working days, which may be extended for up to 30 days, in cases where the rules are determined.

The opposition of the Directorate-General for Insurance and Pension Funds to the intended acquisition or increase shall be based on reasonable grounds on the basis of the criteria set out in paragraph 1 of this Article, or the information provided for the assessment is incomplete. If that Directorate-General does not object to the acquisition or increase of significant participation, it may set a maximum period of time other than the statement to carry out the acquisition, and extend it where appropriate.

If, after the completion of the evaluation, the Directorate-General for Insurance and Pension Funds will raise objections to the proposed acquisition, it will inform who intends to acquire or increase the participation, in writing and motivating their decision, within two working days, without in any case being able to exceed the maximum time limit for the assessment.

If the Directorate-General for Insurance and Pension Funds does not decide within the assessment period, the acquisition or increase of the participation may be made.

The Directorate-General for Insurance and Pension Funds may not impose prior conditions on the amount of the share to be acquired, nor shall it take into account the economic needs of the market when carrying out the assessment.

The resolution of the Directorate-General for Insurance and Pension Funds shall, where appropriate, collect any comments or reservations expressed by the authority responsible for the supervision of the acquirer.

At the request of the acquirer or ex officio the Directorate-General for Insurance and Pension Funds may make public the reasons for its decision, provided that the information disclosed does not affect third parties operation. "

Five. A new Article 22c is created in the recast of the Law on the Management and Supervision of Private Insurance with the following wording:

" Article 22c. Collaboration between supervisory entities for the assessment of the acquisition.

1. For the purposes of the assessment referred to in Article 22b, the Directorate-General for Insurance and Pension Funds shall consult the authorities responsible for the supervision of the acquirers of other Member States of the Economic Area. European whenever the acquirer is:

(a) a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions or pension funds authorised in another Member State of the European Economic Area.

(b) the parent company of a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions or pension funds, authorised in another State of the European Economic Area.

(c) a natural or legal person exercising the control of a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions or of funds of pensions, authorised in another Member State of the European Economic Area.

2. For the same purposes, the Directorate-General for Insurance and Pension Funds shall consult:

(a) to the Banco de España, provided that the acquirer is a credit institution, or a parent company of a credit institution, or a natural or legal person exercising control of a credit institution.

(b) to the National Securities Market Commission, provided that the acquirer is an investment firm or a management company of collective investment institutions, or a parent company of a service company investment or management company of collective investment institutions, or a natural or legal person exercising the control of an investment firm or management company of collective investment institutions.

3. The Directorate-General for Insurance and Pension Funds shall reciprocate the consultations referred to it by the competent authorities of other Member States, and, where appropriate, the Banco de España or the National Securities Market Commission. In addition, all information that is essential for the assessment, as well as the other information requested, shall be made available to them on their own initiative and without undue delay, provided that it is appropriate for the assessment. "

Six. Paragraphs (f) and (g) of Article 40.3 of the recast of the Law on the Management and Supervision of Private Insurance are amended as follows:

" (f) The acquisition or increase of significant participation in an insurance institution in breach of the provisions of Article 22a.

g) To endanger the sound and prudent management of an insurance undertaking by the influence exercised by the holder of a significant participation, as provided for in Article 22a.4. '

Seven. Article 58a (6) of the recast of the Law on the Law on the Management and Supervision of Private Insurance is amended as follows:

" 6. The rules on significant holdings contained in Articles 22, 22a, 22b and 22c of this Law shall apply to the reinsurers entities referred to in this Article. '

Eight. The second subparagraph of Article 77 (4) of the recast of the Law on the Management and Supervision of Private Insurance is amended as follows:

" As expressed in the preceding paragraph, it shall also apply to the procedure for the processing of communications for the acquisition of significant holdings, as referred to in Article 22.b, in Spanish insurance institutions by entities domiciled in non-integrated States in the European Economic Area. '

Additional disposition first. Measures that are established in the airport field:

1. Aircraft landing fees and charges applicable to passengers.

From 1 July to 31 December 2009, the 15 per 100 bonus established by Article 103 of Law 66/1997, of 30 December, of Tax, Administrative and Social Order Measures, will be 30 percent. 100.

2. Extraordinary grant for the promotion of air passenger transport.

The taxable persons of tariff B. 1, established in Article 4 of Law 25/1998, of July 13, of Amendment of the Legal Regime of State and Local Rates and of Reordering of the Property Heritage Public, they shall be entitled to a grant equivalent to the amount of the fee payable for each additional passenger they transported in the second half of 2009, in respect of those transported in the same half year 2008.

The subsidy will be requested within the month of January 2010, and will be met by AENA by offsetting its amount with any amounts owed to it by the beneficiaries and, not being possible in whole or in part, through its Payment by 31 May 2010 in cash.

Additional provision second. Review of the Community system of emissions trading.

Reporting obligations for sectors that are incorporated into the greenhouse gas emissions trading scheme:

1. The operators of installations which carry out activities listed in the Annex and who are not subject to the emissions trading scheme in the period 2008-2012 shall submit to the bodies before 30 April 2010. the competent authorities of the Autonomous Communities, emission data for the years 2007 and 2008, in accordance with Community rules and with what is determined to be regulated. Such data shall be duly documented and independently verified by an accredited verifier in the field of emissions trading. The competent bodies of the Autonomous Communities shall forward them to the Secretariat of State for Climate Change within a maximum of 10 days from their receipt.

2. Each aircraft operator whose management corresponds to Spain in accordance with the criteria set out in the Annex shall:

a) Carry out the monitoring of carbon dioxide emissions from aircraft operating since 1 January 2010.

b) Track the tonne-kilometre data in relation to the aviation activities carried out by them in 2010, understood as the result of multiplying, for each flight, the distance by the load useful transported.

c) Present before 31 August 2009, before the Ministry of Development, a proposal for a plan to monitor CO2 emissions and a plan to monitor the data for tonne-kilometres transported. In those plans, it shall propose the measures to monitor and notify its emissions and tonne-kilometre data carried, in accordance with the above paragraphs. The Ministry of the Environment and the Rural and Marine Environment, on a proposal from the Ministry of Public Works, will have to approve the monitoring plans by 31 December 2009. The Secretary of State for Climate Change will report to the Climate Change Policy Coordination Commission on the approved monitoring plans.

The obligations provided for in this paragraph shall be carried out in accordance with the provisions of Commission Decision 2009 /339/EC of 16 April 2009 amending Decision 2007 /589/EC in respect of the inclusion of the guidelines for the monitoring and reporting of emissions and data on tonne-kilometres resulting from aviation activities.

3. The Government is enabled to develop the provisions of this Article as well as to determine the list of operators to which paragraph 2 applies.

Repeal provision.

As many rules of equal or lower rank are repealed, they are contrary to the provisions of this Law.

Final disposition first. Amendment of Law 26/2006 of 17 July on private insurance and reinsurance mediation.

Article 28 of the recast text of Law 26/2006, of 17 July, of private insurance and reinsurance mediation, is worded as follows:

" Article 28. Close links and regime of significant shareholdings.

1. Insurance brokerage companies shall report to the Directorate-General for Insurance and Pension Funds of any relationship they intend to establish with natural or legal persons that may involve the existence of close links. as to the projected transmission of shares or units which could result in a regime of significant shareholdings. The lack of prior opposition from the Directorate-General for Insurance and Pension Funds to carry out these operations will be necessary.

2. The Directorate-General for Insurance and Pension Funds shall have a period of three months from the date of the submission of the information to oppose the acquisition of the significant share or of each of its increments equal to or exceed the 20 percent, 30 percent, or 50 percent limits, and also when the brokerage company could be controlled by virtue of the acquisition. The opposition must be founded on the fact that the person seeking to acquire it is not suitable to ensure sound and prudent management of society. If the Directorate-General for Insurance and Pension Funds does not decide within three months, the acquisition or increase of participation may be taken. If that Directorate-General expresses its conformity with the acquisition or increase of significant participation, it may set a maximum period of time other than the statement to make the acquisition.

3. Natural or legal persons who have been suspended in their functions as the management of insurance companies, of mediation companies, may not have close links or significant participation in insurance brokerage companies. in insurance or as insurance brokers, or separate from those functions.

4. For the purposes of this Law, it is understood by means of a close link and by significant participation that defined in Articles 8 and 22, respectively, of the recast of the Law on the Management and Supervision of Private Insurance, approved by Royal Decree-Law 6/2004 of 29 October 2004, of which its provisions, as well as Article 22a, have been applied, except in paragraph 1, but the reference to insurance companies by the company of companies of insurance brokerage. "

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

One. A new article 28a is created in Law 35/2003, dated November 4, of Collective Investment Institutions, with the following wording:

" Article 28a. Other operations.

Where, for exceptional circumstances relating to financial instruments in which a collective investment institution has invested, its issuers or the markets, the valuation or sale at its value is not possible (a) a reasonable amount of such instruments and any serious damage in terms of equity to the interests of the unit-holders or shareholders, the management company or the investment company, with the knowledge of the depositary, may transfer the assets affected by these circumstances by incorporating them into another investment institution collective or compartment, of new creation, and of the same legal form as the original IIC, under the conditions that are regulated by law.

This operation will not require prior authorization from the National Securities Market Commission, but its prior communication by the management company or the investment company will be necessary, nor will it give rise to any the right of separation set out in Article 12.2 of this Law.

The specificities of collective investment institutions or compartments resulting from the operation, inter alia, the subscription and redemption arrangements for units or shares, shall be determined and specified. actions; information, publicity and accounting; and requirements relating to assets and to members or shareholders. '

Two. Article 45 of Law 35/2003, of 4 November, of Collective Investment Institutions is worded as follows:

" 1. For the purposes of this Law, significant participation in a Management Society shall be understood to be such that it reaches, directly or indirectly, at least ten percent of the capital or voting rights of the Company.

You will also have the consideration of significant participation, in terms that are determined to be regulated by the one that, without reaching the percentage point, allows to exercise a notable influence on the Society.

2. Any natural or legal person who, on its own or acting in concert with others, has acquired, directly or indirectly, a stake in a management company in such a way that its share of voting rights or of capital held is 5% or more shall immediately inform the National Securities Market Commission and the relevant management company in writing, indicating the amount of the participation achieved.

3. Any natural or legal person who, on its own or acting in concert with others, intends to acquire, directly or indirectly, a significant participation in a management company or, directly or indirectly, to increase its "significant participation in such a way that its share of capital or voting rights will reach or exceed 20 percent, 30 percent or 50 percent, must inform the National Securities Market Commission," the statement said. the amount of such participation, the mode of acquisition and the maximum period for which the operation. In any event, this obligation will also be enforceable to those who, by virtue of the proposed acquisition, could control the Gestora Society.

4. It is understood that there is a control relationship for the purposes of this Title provided that it is one of the assumptions provided for in Article 4 of the Law 24/1988, of July 28, of the Stock Market.

5. It shall apply to the acquisition of a significant share in a management company as provided for in Article 69,4, 5, 6 and 7 of Law 24/1988 of 28 July 1988 on the Stock Market, with the adjustments to be made regulentarily.

6. In the event that, as a result of the acquisition, the management company would be placed under some of the control procedures provided for in Article 41 (3) of this Law, the National Securities Market Commission will have to consult to the competent supervisory authority.

The National Securities Market Commission should suspend its decision or limit its effects when the management company is to be controlled by an approved company in a non-member state by virtue of the acquisition. European Union and the circumstances provided for in Article 66 (4) of Law 24/1988 of 28 July 1988 on the Stock Market.

7. Where an acquisition of the rules in paragraph 3 is made without having previously informed the National Securities Market Commission, having informed the Commission, but without the time limit laid down in paragraph 5 of this Article having elapsed. Article, or with the express opposition of the National Securities Market Commission, shall produce the following effects:

(a) In any event, and automatically, no political rights may be exercised corresponding to the shares acquired irregularly. If, however, they will be exercised, the corresponding votes will be null and the agreements will be impugable in court, as provided for in the Law of Companies Anonymous, being legitimized to the effect the National Commission of the Market Values.

(b) The suspension of activities provided for in Article 51 of this Law may be agreed.

(c) If necessary, the intervention of the company or the replacement of its administrators, as provided for in Article 72 of this Law, shall be agreed.

In addition, the penalties provided for in Title VI of this Law may be imposed.

8. Any natural or legal person who, directly or indirectly, intends to cease to have a significant participation in a management company, which intends to reduce its participation in such a way that it is reduced below some of the levels provided for in paragraph 3 of this Article, or which, by virtue of the intended disposal, may lose control of the company, must inform the National Securities Market Commission in advance, indicating the amount of the proposed transaction and the time limit for carrying out the implementation.

Failure to comply with this duty of information shall be sanctioned as provided for in Title VI of this Law.

9. Management companies shall inform the National Securities Market Commission, as soon as they are aware of this, of the acquisitions or disposals of holdings in their capital which transfer some of the levels specified in the paragraphs previous. Such companies shall not register in their book of shares the transmissions of shares which are subject to the prior notification requirement laid down in this Article until the non-opposition of the Commission is justified. National of the Securities Market or, where appropriate, they are credited with the communication to the National Securities Market Commission and that the deadline set for the opposition has elapsed.

10. Where there are substantiated and substantiated reasons that the influence exercised by persons holding a significant participation in a management company may be detrimental to the correct and prudent management of the management company and to seriously harm its financial position, the National Securities Market Commission shall adopt some or some of the following measures:

(a) Those provided for in paragraphs (a) and (b) of paragraph 7 of this Article, while the suspension of voting rights may not exceed three years.

b) By way of exception, revocation of the authorization.

In addition, sanctions may be imposed as provided for in Title VI of this Law. "

Final disposition third. Amendment of the Law on Limited Companies.

A new paragraph 3 is added to Article 293 of the Recast Text of the Law of Companies, approved by Royal Decree 1564/1989 of 22 December 1989, with the following wording:

" 3. In the case of listed companies, where the general meeting delegates to the administrators the power to issue convertible bonds, it may also give them the power to exclude the right of preferential subscription in relation to emissions. of convertible debentures which are the subject of a delegation where the interest of the company so requires. For these purposes, the proposed exclusion from the general meeting shall be expressly stated and a report of the administrators on which the proposal is justified shall be made available to the shareholders. In addition, on the occasion of each convertible bond issuance agreement to be carried out by that delegation, the report of the administrators and the report of the auditor of the accounts required by paragraphs 2.b) and c) shall be drawn up. above, referring to each specific issue. Such reports shall be made available to the shareholders and communicated to the first general meeting to be held after the enlargement agreement. "

Final disposition fourth. Amendment of the Law on Company and Real Estate Investment Funds and on Mortgage Securitisation Funds.

Law 19/1992, of July 7, on corporate governance and investment funds and on mortgage-backed securities is amended as follows:

One. Article 5 (3) is worded as follows:

" The formation of funds shall be the subject of verification and registration by the National Securities Market Commission in the terms provided for in Law 24/1988 for the issuance of securities, with the adjustments that Regulations can be established. Neither the Funds nor the securities issued by them shall be the subject of registration in the Trade Register, nor shall they be subject to the provisions of Law 211/1964 of 24 December on the issuance of obligations by legal persons other than the anonymous companies.

The Funds shall in any event be extinguished by the full amortisation of the mortgage holdings which they bring together. It may also be expressly provided for in the instrument of incorporation for early settlement where the amount of the outstanding mortgage interest is less than 10% of the initial payment, and must be determined in the write the manner in which the remaining assets of the Fund will be available. "

Two. A new Article 7 is added, with the following wording:

" Article seventh. Modification of the public writing of the establishment of mortgage-backed mortgage and asset-backed-up funds.

1. The public deed for the establishment of a fund, either a mortgage-backed or a securitisation asset, may be amended in accordance with the provisions of this Article. In any event, the change must be made by the management company responsible for the administration and legal representation of the fund.

2. The modification may not in any case:

a) alter the nature of the assets transferred to the fund,

(b) transform a mortgage securitisation fund into a securitisation asset, or vice versa, or,

c) assume, de facto, the creation of a new fund.

3. In order to change the writing of a fund, the management company must certify:

(a) obtaining the consent of all the holders of the securities issued from the fund, as well as from the lenders and other creditors which, if any, may exist and where they are affected by the modification;

(b) the concurrence of any of the following cases, where the consent referred to in the preceding letter is not sought:

i) that the modification is, in the opinion of the National Securities Market Commission, of little relevance. In any event, changes affecting the securities issued from the fund shall not be considered to be of minor relevance; to the rules of the settlement process with respect to the securities issued or to the rules for the calculation of the resources. available to the fund and its distribution between the payment obligations in respect of the securities issued.

In any event, the management company must prove that the modification does not imply the guarantee and rights of the holders of securities issued, that it does not establish new obligations for the same and that the ratings given to the fund's liabilities are maintained or improved upon modification.

(ii) That, in the case of a fund opened by the liability, the modification only affects the rights and obligations of the holders of securities issued after the date of granting of the public deed of amendment. In such cases, the management company must prove that the modification maintains or improves the rating given to the securities issued prior to that change.

4. Prior to the granting of the public deed, the management company must accredit to the National Securities Market Commission the compliance with the provisions of this article. Once checked by the National Securities Market Commission, the management company will grant the modification deed and provide the National Securities Market Commission with an authorized copy of the same for its incorporation into the relevant public register. The modification of the writing of the constitution of the fund will be disseminated by the managing society through the periodic public information of the fund, being published on the web page of the managing society. Where it becomes enforceable, a supplement to the prospectus of the fund shall be drawn up and communicated and disseminated as relevant information in accordance with the provisions of Article 92 of Law 24/1988 of 28 July of the Stock Market. "

Final disposition fifth. Amendment of Royal Decree-Law 18/1982 of 24 September on the Guarantee of Deposit Insurance Funds in Savings and Credit Unions.

Article 5 (1) of Royal Decree-Law No 18/1982 of 24 September on the Guarantee of Deposit Insurance Funds in Savings and Credit Unions is worded as follows:

" 1. The Funds shall satisfy their holders of the amount of the guaranteed deposits when any of the following events occur:

a) That the Entity has been declared bankrupt;

b) That the Entity's payment suspension declaration is judicially requested; or,

(c) That, having been defaulted on deposits, the Banco de España determines that the Entity is unable to restore them in the immediate future for reasons directly related to its financial situation. The Bank of Spain shall make such a determination as soon as possible and in any event must resolve within the maximum period to be determined by regulation, after having verified that the Entity has failed to return the deposits. expired and enforceable. "

Final disposition sixth. Competence title.

This Law is dictated by the article 149.1.6ª, 11th and 13th of the Constitution that attributes to the State exclusive competences on commercial law, bases of the ordination of credit, banking and insurance, and bases and coordination of the overall planning of economic activity, respectively.

Final disposition seventh. Enabling regulatory development.

The Government is empowered to dictate how many provisions are necessary for the development, implementation and enforcement of the provisions of this Law.

Final disposition octave. Incorporation of European Union law.

This Law partially 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 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 acquisitions and the increases in participation in the sector financial.

Final disposition ninth. 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, 29 June 2009.

JOHN CARLOS R.

The President of the Government,

JOSE LUIS RODRIGUEZ ZAPATERO

ANNEX

1. Activities included in the emissions trading scheme from 2013 onwards:

1. Installations or parts of installations whose main dedication is the research, development and experimentation of new products and processes, and facilities that burn exclusively biomass are not included.

2. The threshold values set out below relate in general to production capacity or performance. If several activities in the same category are performed at the same facility, the capabilities of those activities shall be added to determine whether the installation is included in the scope of this Act.

3. When calculating the total nominal thermal power of an installation to decide on its inclusion in the scope of this Law, the nominal thermal powers of all the technical units forming part of the same shall be added to the fuel is used within the facility. These units can include all types of boilers, burners, turbines, heaters, ovens, incinerators, calciners, coconers, stoves, dryers, motors, fuel cells, combustion units with oxygen transporters (chemical looping), torches and thermal or catalytic post-combustion units. Units with a rated thermal input of less than 3 MW and those using exclusively biomass shall not be taken into account for the purposes of this calculation. "Units using exclusively biomass" include those that use fossil fuels only during the start or stop of the unit.

4. If a unit is intended for an activity for which the threshold is not expressed in total nominal thermal power, the threshold for this activity shall be decisive for the purposes of the decision on integration within the scope of the scheme. Community trade in emission rights.

5. Where it is found that the capacity threshold for any of the activities referred to in this Annex is exceeded in an installation, all units in which the capacity threshold is referred to shall be included in the greenhouse gas emissions authorisation. use fuels and which are not units for the incineration of hazardous waste or urban waste.

Activities

Greenhouse Gases
1. Combustion in installations with a rated thermal power exceeding 20 MW, including: a) The production of electric power of public service. (b) cogeneration which provides service in sectors not listed in paragraphs 2 to 28. (c) combustion in other installations with a rated thermal input of more than 20 MW not included in paragraphs 2 to 25. Hazardous waste or urban waste facilities are excluded.	Carbon
2. Oil refinery.	Carbon
3. Coking production.	Carbon
4. Calcination or sintering, including pelletizing, of metal ores, including sulphurous ore.	Carbon
5. Production of iron or steel (primary or secondary fusion), including continuous casting facilities of a capacity of more than 2,5 tonnes per hour.	Carbon dioxide
6. Production and processing of ferrous metals (such as ferro-alloys) when combustion units with a total rated thermal input of more than 20 MW are operated. The transformation includes, among other elements, laminators, recliners, annealing ovens, forges, foundry, and coating and pickling units	Carbon
7. Primary aluminum production.	Carbon dioxide and perfluorocarbons
8. Secondary aluminium production when combustion units with a total rated thermal power exceeding 20 MW are operated.	Carbon
9. Production and processing of non-ferrous metals, including the production of alloys, refining, casting, etc., when combustion units with a total rated thermal power are operated (including used fuels as reducing agents) greater than 20 MW.	Carbon
10. Manufacture of unsprayed cement (clinker) in rotary furnaces with a production capacity exceeding 500 tonnes per day or in other furnaces with a production capacity exceeding 50 tonnes per day.	Carbon dioxide
11. Production of lime or calcination of dolomite or magnesite in rotary kilns or in ovens of another type with a production capacity exceeding 50 tonnes per day.	Carbon dioxide
12. Glass manufacturing including glass fibre, with a melting capacity exceeding 20 tonnes per day.	Carbon
13. Manufacture of ceramic products by baking, in particular of tiles, refractory bricks, tiles, ceramic stoneware or porcelain, with a production capacity exceeding 75 tonnes per day.	Dioxide
14. Manufacture of mineral wool insulating material using glass, rock or slag, with a melting capacity exceeding 20 tonnes per day.	Carbon
15. Drying or calcination of plaster or production of laminated gypsum plates and other gypsum products, when combustion units with a rated thermal power exceeding 20 MW are operated.	Dioxide carbon
16. Manufacture of paper pulp from wood or other fibrous materials.	Carbon
17. Paper or cardboard with a production capacity of more than 20 tons daily.	Carbon
18. Production of carbon black, including the carbonisation of organic substances such as oils, tarry and cracking and distillation residues, when combustion units with a total rated thermal input of more than 20 MW are operated.	Carbon
19. Production of nitric acid.	Carbon dioxide and nitrous
20. Production of adipic acid.	Carbon dioxide and nitrous
21. Production of glyoxal acid and glyoxylic acid.	Carbon dioxide and nitrous
22. Ammonia production.	Carbon
23. Manufacture of raw organic chemicals by cracking, reforming, partial or total oxidation, or by similar processes, with a production capacity exceeding 100 tonnes per day.
24. Production of hydrogen (H2) and synthesis gas by reforming or partial oxidation, with a production capacity exceeding 25 tonnes per day.	Carbon
25. Production of sodium carbonate (Na2CO3) and sodium bicarbonate (NaHCO3).	Carbon
26. Capture of greenhouse gases from installations covered by this Directive for the purposes of transport and geological storage at an approved storage site in accordance with Directive 2009 /31/EC of the European Parliament and the Council of 23 April, concerning the geological storage of carbon dioxide.	Carbon
27. Transport of greenhouse gases through pipelines for the purposes of geological storage at an approved storage site in accordance with Directive 2009 /31/EC of the European Parliament and of the Council of 23 April 2001 on geological storage of carbon dioxide.	Carbon
28. Geological storage of greenhouse gases in a storage site approved in accordance with Directive 2009 /31/EC of the European Parliament and of the Council of 23 April on the geological storage of carbon.	Carbon

2. Aircraft operators referred to in paragraph 2 of this additional provision:

The aircraft operators referred to in paragraph 2 of this additional provision shall be those carrying out flights from or to an aerodrome situated in the territory of a Member State of the Union. European and are holders of a valid operating licence, granted by the Ministry of Public Works in accordance with the provisions of Regulation (EC) No 1008/2008 of the European Parliament and of the Council of 24 September 2008 on rules common to the operation of air services in the Community, as well as those which do not have a valid operating licence granted by a Member State of the European Union, and whose carbon dioxide emissions in the reference year are mainly attributable to Spain in accordance with the criteria laid down in the Directive 2008 /101/EC of the European Parliament and of the Council of 19 November 2008 amending Directive 2003 /87/EC in order to include aviation activities in the Community scheme for the trading of gas emission allowances greenhouse.