JUAN CARLOS I REY OF SPAIN

To all who present it and understand it.

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

I

This normative text aims to amend the Law 24/1988, of 28 July, of the Stock Market, to incorporate the following European Directives into the Spanish legal system: Directive 2004 /39/EC of the European Parliament The European Parliament and the Council of 21 April 2004 on the markets in financial instruments, Commission Directive 2006 /73/EC of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council Council with regard to the organisational requirements and the operating conditions of the investment firms and defined terms for the purposes of that Directive and Directive 2006 /49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions.

The transposition of Directive 2004 /39/EC is an important change in the current text of the Securities Market Act. In particular, Title I "General provisions" is amended; Title IV "Official secondary markets"; Title V "Investment services firms"; Title VII "Rules of conduct" and Title VIII " Supervision regime, inspection and sanction. " In addition, a new Title XI "Other trading systems: multilateral trading systems and systematic internalisation" is added. Directive 2004 /39/EC lays down the general framework for a regulatory regime for financial markets in the European Union, setting out in particular the operating conditions for the provision of investment and service services. (a) the organisation requirements for those who provide such investment services, as well as the requirements for regulated markets, the reporting requirements for transactions in financial instruments carried out in the field of the European Union and the transparency requirements of operations with actions which are trade on regulated markets. This Directive has been developed by two Community rules of the European Commission: Commission Regulation 1287/2006 of 10 August implementing Directive 2004 /39/EC of the European Parliament and of the Council on the obligations of investment firms to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and terms defined for the purposes of that Directive; and the Directive Commission Directive 2004 /39/EC of the European Parliament and of the Council of 16 July 2006 on Council with regard to the organisational requirements and operating conditions of the investment firms and terms defined for the purposes of that Directive. This Law applies only to certain very specific aspects covered by the aforementioned Directive 2006 /73/EC. The rest of the Directive will be transposed through the corresponding regulatory developments of this Law. On the other hand, Directive 2006 /49/EC is partially transposed in this Law, with regard to investment firms and credit institutions providing investment services. It is reformed, in particular, its solvency regime and the amendment concerns very specific Articles of Title V "Investment Services Companies" and Title VIII "Supervision, Inspection and Sanctions Regime". Directive 2006 /49/EC, on the basis of international projects for the harmonisation of supervisory work (Basel II Capital Agreement 2004), seeks to approximate the risk measurement carried out by the supervisor in order to determine the requirements of own resources, to the entities ' own measurement mechanisms. It also seeks to stimulate the development of appropriate internal risk management procedures in investment firms, and requires them to disclose to the market relevant information on the key aspects of their investment services. business profile, risk exposure and forms of risk management.

II

There are four cardinal principles that inspire the reform of the Law of the Securities Market. Principles which, in turn, are at the origin of the new Community rules whose transposition is effected by means of this Law.

The Law pursues the modernization of the Spanish stock markets in order to adapt them to current needs, needs that have undergone a significant evolution in recent years as the financial markets have increased its complexity and that investors have significantly changed their profile; on the one hand increasing their professionalism at the same time as there has been, on the other hand, a notable increase in direct access by the small investor to the financial markets. In short, both products and final recipients have increased their complexity and variety. In order to meet these new needs, the Law extends the catalogue of investment services that may be provided by institutions, extends the range of marketable financial instruments, recognises different systems or methods for the execution of operations on financial instruments, against traditional official secondary markets and non-organised systems or markets, etc. It is also a priority objective of this Law to strengthen measures aimed at protecting investors. As a result of the increasing complexity and sophistication of investment products and the constant increase in investor access to the markets, investor protection is becoming a priority, with the result that the need to differentiate between different types of investors according to their knowledge. Thus, the Law establishes a broad catalogue of rules to be subject to the action of those who provide investment services. Third, the organisational requirements that are required of institutions providing investment services are adapted to ensure that their organisation is in line with the complex range of services they provide. In addition, in terms of financial requirements, institutions need to adapt to the new forms of risk management in the area of solvency. In the fourth and last place, the supervisory powers of the National Securities Market Commission are improved, strengthening the instruments and mechanisms to promote cooperation between supervisors, national and international.

III

The Law consists of a single article divided into seventy and three paragraphs, in which the amendments to the articles of the Law of the Market of Values necessary to undertake the transposition of the Directives are contained. 2004 /39/EC, 2006 /73/EC and 2006 /49/EC. An additional provision, two transitional provisions, a derogation provision and six final provisions supplement this normative text.

The changes made in Title I of the Securities Market Law are intended to bring the objective of the Law into line with the changes introduced in the text; to incorporate a new catalogue of marketable securities financial instruments and, thirdly, to improve the group concept by clarifying that the provisions of Article 42 of the Trade Code will be in place. Title IV of the Securities Market Act is the subject of an important amendment since the transposition of Directive 2004 /39/EC as regards the official Spanish secondary markets. The Directive notably harmonises the legal regime of regulated European markets, developing the conditions for the authorisation and operation of these markets, the regime of significant shareholdings, the organisation requirements internal, the conditions to be a member of these markets, etc. As for the Spanish regulated markets, it has been considered appropriate to maintain the term "official secondary markets" coined by the current Law of the Stock Market, when it is perfectly rooted in our law. legal. Chapter I of Title IV of the Law on the Law of the Securities Market is significantly expanded, as the common system of official secondary markets is more widely regulated. Thus, the provisions of this Chapter are projected above all Title IV, as it is applied to all official secondary markets. The Law enshrines the breaking of the principle of exclusivity of the negotiation of shares in the Stock Exchanges, in accordance with the Community rules that establishes the general principle that the decision on each regulated market corresponds to the financial instruments that can be traded in their field, provided that the legal requirements are met. On the other hand, the authorization for the creation of official secondary markets is entrusted to the Minister of Economy and Finance, rather than to the Council of Ministers as is currently the case. This change is mainly due to the particularly technical nature of this authorization and the need to give greater speed to the procedure in order to increase the competitiveness of the Spanish stock markets against its European competitors. The legal regime of the official secondary markets established in the Law of the Market of Values and its provisions of development, is completed with the provisions of the own market regulation that must be authorized by the Minister of Economy and Finance, which becomes a fundamental rule to ensure the proper functioning of the market. A new regime is established for the suspension and exclusion of the negotiation of financial instruments. In this way, the competition of the National Securities Market Commission is maintained to adopt these decisions and the competition of the official secondary market is added, who will be able to agree to the suspension and exclusion of a financial instrument that fails to comply with the trading rules laid down in the market regulation. The Law regulates a new transparency regime for shares traded on official secondary markets, in order to ensure that the market is sufficiently informed, on the one hand, of the possible operations at any given time, and, on the other hand, The operations have already been carried out. In short, it is a question of establishing an earlier and subsequent transparency regime for the conclusion of operations on shares in the official secondary markets. This transparency regime for the shares admitted to trading on official secondary markets is supplemented by the requirement in Title XI for the negotiation that these actions are carried out in multilateral trading systems or by systematic internalisers. In this way, it is intended to promote competition between trading systems in the field of enforcement services and to increase investor options, to encourage innovation, to lower the costs of operations and to improve the efficiency of the price formation process on a Community basis. Intimately linked to the negotiation in the official secondary markets is the clearing and settlement of its operations. This matter is regulated in Title IV which devotes special attention to the Society of Systems; the agency that currently has entrusted the performance of the functions of clearing and settlement of the transactions negotiated in the Bags Spanish Securities and the Public Debt Market. As a result of the transposition of Directive 2004 /39/EC, regulated markets and also multilateral trading systems, they are free to choose a clearing and settlement system for another Member State of the Union. European. The consequences in the Securities Market Act are two: on the one hand, the social object of the Society of Systems is extended to allow it to perform the clearing and settlement of transactions traded on regulated markets and systems. Multilateral negotiations in other Member States of the European Union. Secondly, the official secondary markets, and the Spanish multilateral trading systems, are permitted to conclude agreements with entities from other Member States of the European Union to entrust them with the clearing and settlement of transactions traded on those markets or systems. These agreements will have to be approved by the National Securities Market Commission, who will be able to oppose them when they can undermine the orderly functioning of the Spanish market or system. Finally, the freedom of the members of the official secondary markets and of the multilateral trading systems to designate the settlement system of the transactions they carry out in that market or system under a single market is enshrined. a number of conditions and irrespective of the system of liquidation of the official secondary market or of the multilateral trading system. A new Chapter IVa is added to Title IV, which regulates the system of communication to the National Securities and Exchange Commission, by investment firms and credit institutions, of all transactions which are subject to the provisions of Title IV of the Treaty. have carried out on financial instruments, irrespective of the market, system or mechanism through which they were executed. This obligation is intended to facilitate compliance with the utmost speed and efficiency by the National Securities Market Commission for its supervision and inspection tasks.

IV

Title V regulates the system of authorization and operation of investment firms. In addition, the possibility for credit institutions to provide investment services and, in accordance with the provisions of Law 35/2003 of 4 November, of the Collective Investment Institutions, also the management companies, is still recognised. of collective investment institutions can provide certain investment and ancillary services. Both credit institutions and the management companies of collective investment institutions are subject to the provisions of the Securities Market Act when they provide investment services, in accordance with the provisions of the Act itself.

It is important to highlight the expansion of the investment services catalogue, with the emergence of two important innovations. First of all, investment advice, understood as the making of personalised recommendations to a client on financial instruments. Second, the management of the multilateral trading systems that are regulated in Title XI of the Law, systems that can be managed, either by investment firms, or by secondary market companies. (a) officers or entities incorporated in the effect by one or more of the collecting societies, which must have as their exclusive social object the management of the system and which must be 100% involved in one or more of the collecting societies. The inclusion of these activities within the investment services implies that their performance is reserved exclusively for the entities duly authorised to provide the investment services. It is also reserved for investment firms and their agents to engage in the marketing of investment services and financial instruments and to attract clients, as they are closely related activities. with the provision of investment services. As regards the categories of investment firm, the Law creates a new type of investment firm authorised to carry out exclusively the investment advisory service: the "advisory firms", the "consultancy firm" and the "consultancy firm". ". This service can be provided both by natural persons and by legal persons, in accordance with the authorisation and functioning arrangements laid down in the Law itself. The reserve for investment firms in the investment advisory activity constitutes an important novelty of Directive 2004 /39/EC and, consequently, of the Act. The Law is very comprehensive in terms of the internal organization requirements that investment service companies have to meet. Since Directive 2004 /39/EC provides for Community passports to all Community investment firms, an appropriate level of harmonisation should be ensured so as to enable all Community investment firms to take action on an equal footing and competence.

V

One of the fundamental principles of this Law is to ensure adequate investor protection. This principle is reflected in particular in the new Chapter I of Title VII, which sets out an important catalogue of rules of conduct to be respected by all entities providing investment services. However, it should be noted that a uniform and uniform level of protection is not established, but that the law recognises the reality that exists today in the financial markets where the investor's profile has been significantly diversified. In particular, the Act distinguishes three possible categories of investors (retailers, professionals and eligible counterparties) by ensuring the highest degree of protection for retail investors or customers.

Title VIII of the Law is reformed to bring it into line with the new powers of the National Securities Market Commission in the field of supervision and inspection and the functions of cooperation and exchange of information with the supervisory authorities of other Member States arising from the transposition of Directive 2004 /39/EC; to reflect the new supervisory regime for the solvency of investment firms established by Directive 2006 /49/EC and to adapt the sanctioning regime to the changes made throughout the text rules, as well as for updating the established sanctions.

VI

The Law adds a new Title XI on which multilateral trading systems and systematic internalisers are regulated. Together with the official secondary markets of Title IV, they constitute the various systems of negotiation of financial instruments recognized by the Law. This Title incorporates one of the fundamental changes introduced by Directive 2004 /39/EC, namely the promotion of competition between the different forms of implementation of transactions with financial instruments, so that the Competition, which has so far been incipient, will help to complete the single market for investment services, covering them for final customers. In this way, investment firms and credit institutions that provide investment services will be able to compete with exchanges and other official secondary markets in the negotiation of financial instruments.

Multilateral trading systems have their antecedent in our country in the markets or organized non-official trading systems recognized by the previous Securities Market Law. This Law recognises this reality at European level and establishes certain organisational and pre-transparent and post-trade requirements for action at a level similar to that of official secondary markets. This makes it necessary to make certain changes to the regulation of the existing organized systems of negotiation, referring in particular to the nature of the managing body and to the inclusion of requirements of transparency prior to and after the trading of shares equivalent to those of official secondary markets. Systematic internalisation is defined in this Law as a more investment service within the reserved for investment firms. In reality, a letter of nature is given to a third alternative way of negotiating financial instruments that was already given in the practice of the investment services companies, that is, the self-execution, internally and in form and systematic client orders on financial instruments admitted to trading on official secondary markets. This practice is considered positive to increase competition in the financial markets, but at the same time the need to subject it to certain rules is evident. Thus, in order to avoid situations of unfair treatment towards customers, information and transparency obligations are established in respect of the possibilities for the execution of orders offered by the service, provisions are introduced which ensure non-discriminatory treatment of customers in access to this investment service, as well as rules related to the execution of orders.

VII

The Act provides for transitional provisions to allow investment firms to adapt their statutes, activity programmes and internal rules of conduct within six months from the date of entry into force. in force of the rule. The same deadline is also given for existing non-official organised trading systems or markets to be able to be transferred to multilateral trading systems. If not, they must cease in the course of their duties.

Finally, the scope of the reform of the Securities Market Law that is carried out by means of this Law, together with the previous reforms of this normative text, highlights the imperative need to count with a recast normative text of the Law of the Stock Market. Therefore, the final provision gives the Government the task of carrying out this task within one year of the entry into force of the Law.

Single item. Amendment of the Law 24/1988, of July 28, of the Stock Market.

The Law 24/1988, of July 28, of the Stock Market, is amended as follows: One. Article 1 is worded as follows:

" Article 1.

This Law aims to regulate the Spanish systems for the negotiation of financial instruments, establishing to this end the principles of their organization and operation and the rules concerning instruments The Commission shall, at the time of the meeting, take the necessary measures to ensure that the financial resources are available to the public at the same time as they are concerned.

Two. Article 2 is worded as follows:

" Article 2.

The following financial instruments fall within the scope of this Law: 1. Negotiable securities issued by persons or entities, public or private, and grouped in emissions. Any right of patrimonial content, whatever its name, may be regarded as a negotiable value, which, due to its own legal configuration and transmission system, is susceptible to widespread and impersonal traffic in a financial market.

negotiable securities shall be considered in any case for the purposes of this Law:

(a) Company shares and marketable securities equivalent to shares, as well as any other type of marketable securities which entitles them to acquire shares or securities equivalent to the shares, by their conversion or for the exercise of the rights they confer.

b) The participative quotas of savings banks and the participative shares of the association of the Spanish Confederation of Savings Banks. (c) bonds, bonds and other similar securities, representative of part of a loan, including convertible or exchangeable. (d) The cards, bonds and mortgage units. (e) securitisation bonds. (f) The shares and shares of collective investment institutions. (g) Monetary market instruments, such as the categories of instruments normally traded on the money market, such as Treasury bills, certificates of deposit and promissory notes, unless they are singularly, excluding payment instruments resulting from commercial transactions which do not involve the collection of repayable funds. (h) Preferred shares. (i) Territorial cedulas. (j) "warrants" and other transferable securities which confer the right to acquire or sell any other negotiable value, or which entitle to a given cash settlement by reference, inter alia, to marketable securities, currency, interest rates or yields, commodities, credit risk or other indices or measures. (k) Others to which the laws or regulations confer the status of a negotiable value.

2. Options contracts, futures, swaps, forward interest rate agreements and other derivative financial instruments contracts related to securities, currencies, interest rates or yields, or other derivative financial instruments, indices financial measures or financial measures which may be settled in kind or in cash.

3. Options contracts, futures, swaps, forward interest rate agreements and other derivative financial instruments contracts related to commodities that are to be settled in cash or that can be settled in cash at the request of a of the parties (for reasons other than non-compliance or any other event leading to termination of the contract). 4. Options contracts, futures, swaps and other derivative financial instruments contracts related to commodities that may be settled in kind, provided that they are traded on a regulated market or multilateral trading system. 5. Options contracts, futures, swaps, forward interest rate agreements and other derivative financial instruments contracts related to commodities that may be settled by physical delivery not mentioned in the paragraph this Article and not intended for commercial purposes, which present the characteristics of other derivative financial instruments, taking into account, inter alia, whether they are settled through recognised clearing houses or are the subject of regular adjustments to the margin of guarantee. 6. Financial instruments derived for the transfer of credit risk. 7. Financial contracts for differences. 8. Options contracts, futures, swaps, forward interest rate agreements and other derivative financial instruments contracts related to climate variables, transportation expenses, issuance authorizations or types of inflation or other official economic statistics, which are to be settled in cash or which can be settled in cash at the choice of one of the parties (for reasons other than non-compliance or other assumption leading to the termination of the contract), as well as any another derivative financial instrument contract related to assets, rights, obligations, indices and measures not mentioned in the preceding paragraphs of this Article, which present the characteristics of other derivative financial instruments, taking into account, inter alia, whether they are traded on a regulated market or multilateral trading system, are settled through recognised clearing houses or are subject to regular adjustment of the margin of guarantee. Financial instruments other than marketable securities shall apply to them, with the adjustments which, where appropriate, are necessary, the rules laid down in this Law for marketable securities. Paragraphs 5 and 8 of this Article shall be applied in accordance with Articles 38 and 39 of Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council of 10 December 2006 on the Council, as regards the obligations of investment firms to carry out a register, information on transactions, market transparency, admission to trading of financial instruments, and defined terms for the purposes of that Directive. "

Three. Article 4 is worded as follows:

"For the purposes of this Act, the definition of a group of companies as set out in Article 42 of the Code of Commerce shall be included."

Four. Article 7 (3) is worded as follows:

" 3. Without prejudice to the powers assumed by the Autonomous Communities in respect of securities admitted to trading exclusively on a Stock Exchange located in its territory, in the case of securities admitted to trading on the Stock Exchanges Securities or the Public Debt Market in Annotations, the holding of the accounting record shall be the responsibility of the Systems Society as a central register, and the participating entities authorised to do so, or that exclusive, if so establishes, where appropriate, regulentarily. However, such conduct shall, where appropriate, correspond to the holding company of the relevant stock exchange if it is determined in accordance with the provisions of Article 44a (2). All this shall be without prejudice to the provisions of Article 44d of this Law.

In the case of securities admitted to trading on other secondary markets, the keeping of the register shall be the responsibility of the body or entity, including the Systems Society, which is regulated or expressly determined appoint the decision-making bodies of those markets or organised trading systems. '

Five. Article 31 is worded as follows:

" Article 31.

1. They are regulated markets for multilateral systems which allow the various buying and selling interests to be collected on financial instruments to give rise to contracts with respect to the financial instruments admitted to trading, and which they are authorised and operate on a regular basis, as provided for in this Chapter and in their implementing rules, subject in any case to conditions of access, admission to negotiation, operational procedures, information and publicity.

2. Spanish regulated markets receive the name of official secondary markets. For such purposes, the following official securities markets shall be considered as the following:

a) Stock Exchanges.

b) The Public Debt Market in Annotations. c) Futures and Options Markets, whatever the type of underlying, financial or non-financial asset. d) The Fixed Income Market, AIAF. (e) Other, State-wide, which, in compliance with the requirements of paragraph 1, are authorized in the framework of the provisions of this Law and its implementing regulations, as well as those, of an autonomous nature, that authorize the Autonomous communities with competence in the field.

3. In the terms provided for in this Law and in its development provisions, securities and other financial instruments may be traded on official secondary markets, which are suitable for their characteristics.

4. The National Securities Market Commission will keep the list of official secondary markets updated and send to the European Commission and the other EU Member States the list of official secondary markets. list. 5. The direct or indirect participation of companies that administer Spanish official secondary markets in other companies that manage regulated markets outside Spain will require prior authorization from the National Market Commission Securities, who shall have within two months of the date on which they have been informed to, where appropriate, object to the participation. If the Commission fails to act within that period, it shall be deemed to accept the application. 6. Participation, either directly or indirectly, in the capital of the companies which administer secondary Spanish secondary markets will be subject to the regime of significant participations provided for in Article 69 of this Law for the investment services, in terms of which they are determined, on the understanding that they will, in any event, have such a character any involvement which, directly or indirectly, reaches at least 1% of the capital or the rights of the the vote of the company or the one that, without reaching that percentage, allows to exercise a notable influence in the company, in terms to be determined by regulation. Without prejudice to the powers of the National Securities Market Commission to oppose a significant participation in the terms provided for in Article 69 (6), the Minister for Economic Affairs and Finance, on a proposal from the Commission National of the Securities Market, may object to the acquisition of a significant share in the share capital of those companies when it considers that it is necessary to ensure the smooth functioning of the markets or to avoid distortions in the case of purchasers of third States, as well as for the non-treatment of equivalent to Spanish entities in their country of origin. "

Six. A new Article 31a is added, with the following literal wording:

" Article 31a. Authorisation and revocation.

1. In order to begin their activity, the official secondary markets will have to obtain the authorization of the Minister of Economy and Finance, on a proposal from the National Securities Market Commission. The time limit for resolving the authorisation procedure shall be six months after the application or, where appropriate, the information which completes the required documentation, has entered into any of the records of the Ministry of Economic Affairs and Finance. In the absence of an express decision within that period, the application shall be deemed to be rejected.

In the case of markets with a regional level, such authorization will be granted by the Autonomous Community with powers in the field. 2. Official secondary markets must meet the following requirements for authorization:

a) Designate a governing company, which will have the form of a public limited company and whose basic functions will be the organization, operation and supervision of the market.

b) Present the project of social statutes of the governing society. (c) Develop a programme of activities detailing the organisational structure of the market, the financial instruments which may be negotiated in the market and the services to be provided by the company. (d) the members of the governing board of the governing body and the persons who are actually going to direct the activities and the operations of the market have a recognised business or professional good repute; adequate knowledge and experience in matters relating to the stock market. (e) that shareholders who are to have a significant share in the market company are suitable, in accordance with the provisions of Article 67. (f) the holding company has the minimum social capital and the minimum own resources to be established in regulation, taking into account the need to ensure its orderly functioning and taking into account the nature and extent of the operations which are performed on it and the type and degree of risk to which it is exposed. (g) Develop a draft market regulation containing at least the applicable rules on marketable financial instruments, members, arrangements for guarantees, negotiation, registration, clearing and settlement of transactions; market surveillance and discipline and organisational measures relating to, inter alia, conflicts of interest and risk management.

3. With the exceptions that are regulated, the modification of the social statutes of the society or the regulation of the market will require the prior approval by the National Commission of the Market of Values or the Autonomous Community competition in the field, in the case of markets with a regional level.

4. The Minister for Economic Affairs and Finance may revoke the authorisation granted to an official secondary market when any of these assumptions are made:

(a) The market does not make use of the authorisation within 12 months or expressly disclaims the authorisation.

b) For lack of market activity during the six months prior to the revocation. (c) The authorisation has been obtained using false declarations or any other irregular means. (d) Stop fulfilling the conditions to which the granting of the authorisation was subject. (e) Incurra in a very serious infringement, in accordance with the provisions of Title VIII of this Law.

5. The precise rules for the application of this precept will be developed.

6. The Autonomous Communities with powers in the field and in respect of the markets of the autonomous region may establish for those additional organizational measures that they deem appropriate. "

Seven. A new Article 31b is added, with the following literal wording:

" Article 31 ter. Conditions of exercise.

In order to retain authorization, official secondary markets must comply at all times with the requirements set out in the previous article, as well as the provisions contained in this Chapter. "

Eight. A new Article 31c is added, with the following literal wording:

" Article 31c. Appointment of directors and directors and replacement of the governing company.

1. Once the authorization to start the activity has been received, the successive appointments of members of the board of directors and of those who hold positions of management in the society will have to be approved by the National Commission of the Securities market or, where appropriate, by the Autonomous Community with jurisdiction in the matter, for the purposes of verifying that the persons appointed meet the requirements of points (f) and (g) of Article 67.2 of this Law.

The National Securities Market Commission will oppose the proposed changes when there are objective and demonstrable reasons to believe that they pose a significant threat to proper and prudent management and functioning. of the market. The new appointments shall be deemed to be accepted if the National Securities Market Commission is not pronounced within three months of receipt of the communication. 2. The replacement of the official secondary market in the secondary market will be subject to the authorization of the Minister of Economy and Finance, prior to the report of the National Securities Market Commission. The deadline for resolving the procedure shall be three months from the date of submission of the application or from the completion of the required documentation. In the absence of an express decision within that period, the application shall be deemed to be rejected. In the case of markets with a regional level, such authorization shall be granted by the Autonomous Community with powers in the field. "

Nine. A new Article 32a is added, with the following literal wording:

" Article 32a. Additional rules established by the markets for the admission of financial instruments to trading.

1. Without prejudice to the obligations laid down in Article 32, the markets shall lay down clear and transparent rules on the admission to trading of financial instruments which ensure that financial instruments can be negotiated in a manner correct, orderly and efficient and, in the case of transferable securities, which are freely transferable. In the case of derivative financial instruments, the rules shall ensure, in particular, that the formulation of the contract under negotiation allows for correct price formation, as well as the existence of effective settlement conditions.

The provisions of this paragraph should be applied in accordance with Articles 35, 36 and 37 of Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council of 10 December 2006 on the The European Parliament and the Council on the obligations of investment firms to carry out a register, information on transactions, market transparency, admission to trading of financial instruments, and defined terms 2. The markets must have effective mechanisms in place for:

(a) check that issuers of marketable securities admitted to trading on the market meet all their legal obligations with respect to the dissemination of information;

(b) to provide its members with access to information published under this Law and its development provisions; (c) to periodically check that the financial instruments admitted to trading comply with all the conditions of admission.

3. A financial instrument which has been admitted to trading on an official secondary market or on a regulated market of another Member State may subsequently be admitted to trading on another official secondary market, even without consent. of the issuer and in accordance with the provisions of this Law and of Royal Decree 1310/2005 of 4 November 2005, for which the Law 24/1988, of 28 July, of the Market of Securities, in the field of admission to trading on official secondary markets, of public offers of sale or subscription; and of the prospectus required for such purposes.

The official secondary market should inform the issuer of this circumstance. The issuer shall not be obliged to provide directly the information required in paragraph 2 to any official secondary market which has admitted the financial instruments to trading without its consent. In these cases, it will be the society of the market itself that must have the necessary means to obtain and disseminate this information. "

Ten. A new article 32b is added, with the following literal wording:

" Article 32b. Obligations in the area of market abuse.

Rector companies shall monitor the operations performed by market members in order to detect breaches of market rules or anomalies in the trading or performance conditions that they may assume. market abuse. To this end, the collecting societies must: (a) communicate to the National Securities Market Commission any significant infringement of its rules and any anomaly in the conditions of negotiation or action that may result in market abuse;

(b) to immediately provide the relevant information to the National Securities Market Commission for the investigation and prosecution of market abuse committed on the market; (c) to provide full assistance in the investigation and the pursuit of market abuse committed in or through market systems. "

Once. Article 33 is worded as follows:

" Article 33. Suspension of the negotiation of financial instruments.

1. The National Securities Market Commission may suspend the negotiation of a financial instrument in the official Spanish secondary markets in which it is admitted when special circumstances may disturb the normal market. the development of operations on that financial instrument or that would advise such a measure in the interest of investor protection. This competence shall be the responsibility of the Autonomous Community with regard to the financial instruments negotiated exclusively in markets in its own regional area.

2. The National Securities Market Commission shall immediately publish the suspension agreement and inform the competent authorities of the other Member States in which that instrument is negotiated, to agree to the suspension of its trading on their regulated markets, multilateral trading systems and systematic internalisers under their supervision, except where serious injury to the interests of investors or the orderly functioning of the market could be caused. In addition, the National Securities Market Commission, when it considers it appropriate, shall communicate the decision of suspension to the authorities of third States whose markets may affect the decision. Similarly, where the competent authority of another Member State informs the National Securities Market Commission of a suspension agreement, it shall agree to the suspension of the negotiation of that financial instrument on the markets. official secondary, multilateral Spanish trading systems and systematic internalisers under their supervision, unless it could cause serious injury to the interests of the investors or to the orderly functioning of the market. 3. In addition, the holding company of an official secondary market may suspend the negotiation of a financial instrument which no longer meets the market rules in accordance with the conditions laid down in the market regulation, except in the the case that such a decision could cause serious injury to the interests of the investors or to the orderly functioning of the market. In any event, immediately after adopting the decision, you must inform the National Securities Market Commission and make it public. In accordance with the above paragraph, the National Securities Market Commission shall duly inform the competent authorities of the other Member States accordingly. 4. Entities governing multilateral trading systems and entities referred to in Chapter III of Title XI shall be required to suspend the negotiation of a financial instrument from the time it is made public. the suspension agreement. "

Twelve. Article 34 is worded as follows:

" Article 34. Exclusion from negotiation.

1. The National Securities Market Commission may agree to exclude the negotiation of financial instruments that do not meet the requirements for dissemination, frequency or volume of procurement that are regulated, and for those whose issuer does not fulfil the obligations incumbent upon it, in particular in the field of referral and publication of information. Without prejudice to any precautionary measures which may be taken, such agreements shall always be taken after the issuing institution has been heard. This competence shall be the responsibility of the Autonomous Community with regard to the financial instruments negotiated exclusively in markets in its own regional area.

2. The National Securities Market Commission shall immediately publish the exclusion agreement and inform the competent authorities of the other Member States in which that instrument is negotiated, to agree to the exclusion of its trading on their regulated markets, multilateral trading systems and systematic internalisers under their supervision, except where serious injury to the interests of investors or the orderly functioning of the market could be caused. In addition, the National Securities Market Commission, when it considers it appropriate, shall communicate the exclusion agreement to the authorities of third States whose markets may affect the decision. Similarly, where the competent authority of another Member State informs the National Securities Market Commission of an exclusion agreement, the latter shall exclude from the negotiation that financial instrument in the secondary markets. (a) official, multilateral Spanish trading systems and systematic internalisers under their supervision, unless it could cause serious injury to the interests of the investors or the orderly functioning of the market. 3. In addition, the holding company of an official secondary market may exclude from the negotiation a financial instrument which no longer meets the market rules in accordance with the conditions laid down in the market regulation, except in the the case that such a decision could cause serious injury to the interests of the investors or to the orderly functioning of the market. In any event, immediately after adopting the decision, you must inform the National Securities Market Commission and make it public. In accordance with the above paragraph, the National Securities Market Commission shall duly inform the competent authorities of the other Member States accordingly. 4. The contracting entities of the multilateral trading systems and the other entities referred to in Chapter III of Title XI shall be obliged to exclude from the negotiation the financial instrument from the moment it is made. the exclusion agreement. 5. The exclusion of the trading of a financial instrument in an official secondary market may also be requested by the issuing entity. Thus, when a company agrees to the exclusion of trading in its shares on the official secondary markets, it must promote a public takeover offer aimed at all the securities affected by the exclusion. The exclusion of trading shall be treated as a corporate transaction by virtue of which the shareholders of the listed company may, in whole or in part, become members of another non-listed entity. The conditions for fixing the price and other requirements of the public tenders provided for in this paragraph shall be laid down. The National Securities Market Commission may dispense with the obligation to make a public procurement offer in those cases where, by means of another equivalent procedure, the protection of the legitimate interests of the Member States is ensured. holders of shares affected by the exclusion, as well as holders of convertible debentures and other securities giving the right to their subscription. In the case of an offer prior to the exclusion of negotiations, the limit of acquisition of own shares established in the Royal Decree of Law 1564/1989, of 22 December, for which the Recast Text of the Law of Companies is approved for the shares listed on an official secondary market will be 10 per cent of the share capital. If, as a result of the supply, the shares themselves exceed this limit, they must be amortised or disposed of within one year. The exclusion agreement and those relating to the offer and the price offered must be approved by the General Shareholders ' Meeting. At the time of the convocation of the social bodies to approve the offer, a report of the administrators setting out in detail the proposal and the price shall be made available to the holders of the securities concerned. offered. "

Thirteen. Article 36 is worded as follows:

" Article 36.

1. The transactions of an official secondary securities market shall be considered to be the transfer of a sales title, or other onerous business of each market, when they are carried out on marketable securities or other financial instruments to be admitted to trading in the market and to be carried out on that market subject to its operating rules.

2. Transfers for consideration other than those provided for in the preceding paragraph and transfers of securities or financial instruments admitted to trading on an official secondary market shall not be taken into account as a operations of the same. 3. Without prejudice to other forms of lending, the loan of securities traded on an official secondary market for which the purpose of the loan is to be used for subsequent disposal, to be the subject of a loan or for the purposes of serve as collateral in a financial transaction. In any event, the borrower must ensure the repayment of the loan through the provision of sufficient guarantees. Where appropriate, the National Securities Market Commission shall determine which securities shall be such guarantees. The guarantee requirement shall not apply to loans of securities resulting from monetary policy operations, nor to those which are made on the occasion of a public offering for the sale of securities. The Minister of Economy and Finance and, with his express rating, the National Securities Market Commission may:

(a) Set limits on the volume of lending operations or on the terms and conditions thereof, taking into account market circumstances.

b) Establish specific reporting obligations on operations. "

Fourteen. Article 37 is worded as follows:

" Article 37. Members of the official secondary markets.

1. Access to the status of a member of an official secondary market shall be governed by: (a) the general rules laid down in this Law;

(b) by the specific rules of each market set out in this Law and its implementing provisions, or by which, in the case of markets of an autonomous nature, are established by the Autonomous Communities with jurisdiction in the field, provided that they comply with the provisions of this Title, and (c) by the conditions of access which it provides for each market, which must in any case be transparent, non-discriminatory and based on objective criteria.

2. They may be members of the official secondary markets, the following entities: (a) investment firms which are authorised to execute client orders or to negotiate on their own account.

b) Spanish credit institutions. (c) investment firms and credit institutions authorised in other Member States of the European Union which are authorised to execute client orders or to negotiate on their own account. Access may be through any of the following mechanisms:

1. º Directly, establishing branches in Spain, in accordance with Article 71a of Title V in the case of investment firms, or in accordance with Chapter II of Title V of Law 26/1988, of 29 In the case of credit institutions, July, for Discipline and Intervention of credit institutions.

2. No remote members of the official secondary market, without having to be established in the Spanish State, where the trading procedures or market systems in question do not require a physical presence for the performance of operations.

(d) Investment service undertakings and credit institutions authorised in a State other than a Member of the European Union, provided that, in addition to the requirements set out in Title V of this Act to operate in Spain, in the authorisation given by the authorities of their country of origin, are entitled to execute orders from clients or to negotiate on their own account. The Minister for Economic Affairs and Finance may refuse or condition the access of these entities to the Spanish markets for prudential reasons, for not giving equivalent treatment to Spanish entities in their country of origin, or for not being insured by the Spanish authorities. compliance with the rules of management and discipline of the Spanish stock markets.

e) The General Administration of the State, acting through the Directorate General of the Treasury and Financial Policy, the General Treasury of Social Security and the Bank of Spain. (f) Those other persons who, in the opinion of the corresponding official secondary market, shall take into account in particular the special functions of the market which may be met by those persons:

1. º are suitable;

2. have a sufficient level of competence and competence in the field of negotiation; 3. have, where appropriate, appropriate organizational measures, and 4. have sufficient resources for the function to be fulfilled, taking into account the various financial mechanisms which the official secondary market may have established to ensure the correct settlement of transactions.

3. The market company shall communicate to the National Securities Market Commission or to the Autonomous Community with competence in the matter in the case of official secondary markets, with the periodicity to be established. regulations, the list of its members.

4. The members of the official secondary market shall comply with the obligations referred to in Articles 79a, 79b and 79e of this Law in relation to their clients when, acting on their behalf, they carry out their orders on a market Official secondary. However, in the case of transactions between members, on their own account and on their own behalf, they shall not be obliged to impose on each other the obligations laid down in the abovementioned Articles. "

Fifteen. Article 38 is worded as follows:

" Article 38. Remote access.

1. The Spanish secondary market which intends to establish mechanisms in another Member State of the European Union for the remote access of members from that State, must communicate it to the National Securities Market Commission who, within the one month from the receipt of the communication, it shall forward it to the competent authority of that Member State. Also, at the request of the competent authority, the National Securities Market Commission shall communicate within a reasonable time the identity of the members of the official secondary market established in that State.

2. Regulated markets in other Member States of the European Union may establish in Spain appropriate mechanisms to facilitate access and remote negotiation by Spanish members, subject to a referral by the competent authority of the European Union. that Member State to the National Securities Market Commission, of the market communication. The National Securities Market Commission may also request the competent authority of the State of origin of the regulated market to refer, within a reasonable period, the identity of the members of the regulated market. "

Sixteen. Article 43 is worded as follows:

" Article 43. Transparency requirements.

1. In order to ensure market transparency and efficiency in the formation of prices, official secondary markets will be obliged to disseminate public information on operations on shares admitted to trading in the Community. (a) in relation to the existing buying and selling positions at any time and in relation to the transactions already concluded in that market in accordance with the provisions of this Article. The Minister for Economic Affairs and Finance and, with his express rating, the National Securities Market Commission, shall determine the transparency requirements applicable to transactions carried out on other financial instruments and may, if it considers necessary, to extend the application of the transparency requirements contained in this article to other financial instruments other than shares.

2. The official secondary markets shall make public the following information prior to the negotiation with respect to the shares admitted to trading in them:

(a) existing purchase and sale prices at any time, and

b) the depth of trading positions at those prices that are spread across their systems.

The information referred to must be made available to the public on reasonable commercial terms and on a continuous basis in the normal trading hours.

The National Securities Market Commission may exempt official secondary markets from publishing the information referred to in this paragraph, taking into account the market model or the type and volume of the orders. In addition, the National Securities Market Commission may not impose such an obligation in the case of large volume transactions in comparison with the standard market volume for such shares or for such shares. 3. The official secondary markets shall make public the following information, in respect of the shares admitted to trading on them, on the transactions already concluded:

a) the price,

b) the volume and c) the run time.

Such information should be made available to the public on reasonable commercial terms and, as far as possible, in real time.

4. The National Securities Market Commission may authorise official secondary markets to defer the publication of data on transactions carried out on the basis of their type or volume. In particular, they may authorise the postponement of publication in the case of large volume transactions in comparison with the standard market volume for such shares or for such shares. Official secondary markets should, in these cases, obtain from the National Securities Market Commission the prior approval of the proposed methods of deferred information, and shall disclose such methods in a clear manner to the members of the the market and the public investor. 5. Should the National Securities Market Commission grant exemptions to the pre-negotiation transparency requirements under paragraph 2 of this Article, or to authorize the deferral of the obligations of the securities market. The National Securities Market Commission should provide the same treatment to all official secondary markets and multilateral trading systems without discrimination, following the negotiations under paragraph 4. 6. Official secondary markets may permit the entities referred to in Article 128 of this Law to access, on reasonable commercial terms and in a non-discriminatory manner, the systems they employ to publish the information to (a) the provisions referred to in paragraphs 2 and 3 of this Article. 7. The provisions of the above paragraphs shall be applied in accordance with the provisions of Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council of 10 December 2006 on the Council, as regards the obligations of investment firms to carry out a register, information on transactions, market transparency, admission to trading of financial instruments, and defined terms for the purposes of that Directive. 8. Without prejudice to the public information referred to in this Article, the Autonomous Communities with powers in the field and with regard to operations carried out in their territorial scope may establish any other duty of information. "

seventeen. New wording is given to points (a), (b) and (c) of paragraph 1 and to paragraph 11 and a new paragraph 12 is added to Article 44a, with the following literal wording:

" Article 44a.

1. An anonymous company shall be established which, under the name 'Society for the Management of the Systems of Registration, Compensation and Settlement of Securities' (hereinafter referred to as the 'Society of Systems'), shall have the following functions: (a) Carry out, in the terms of Chapter II of Title I of this Law, the accounting record corresponding to securities represented by means of account entries, admitted to trading on the Stock Exchanges or the Market of Public debt in Annotations, as well as securities admitted to trading on other official secondary markets or other regulated markets and in multilateral trading systems, when their decision-making bodies so request.

b) Manage settlement and, where applicable, securities and cash compensation arising from transactions conducted on securities. (c) Provide technical and operational services directly related to the registration, clearing and settlement of securities, and any other required for the Society of Systems to collaborate and coordinate their actions with other areas and systems for the registration, clearing and settlement of securities and may participate in securities settlement. In particular, they may develop registry functions relating to securities admitted to trading on official secondary markets or other regulated markets and in multilateral trading systems, where necessary to facilitate the settlement of transactions on the same. "

11. The Government, after reporting by the National Securities and Exchange Commission and the Bank of Spain, may authorise other financial institutions to carry out all or some of the functions referred to in paragraph 1 of this Article. Such entities shall be subject to the provisions of paragraphs 8 and 9 of this Article, and shall in any event comply with the minimum requirements to be laid down in regulation, which shall necessarily include the conditions of access to the condition of participants in the systems, minimum own resources, honorability and professionalism of the managers responsible for the institution, organizational and operational structure, operating and accounting procedures, establishment of limitation measures and risk control and connection to payment systems. The same supervisory and discipline regime as the Society of Systems will apply to them, with the specifications that they will regulate.

12. The Government or, with its express rating, the Minister of Economy and Finance, may establish the rules to which the clearing and settlement systems related to the trading of securities and the performance of the institutions are to be adjusted. financial ones that intervene in those. "

Eighteen. A new Article 44c is added, with the following literal wording:

" Article 44 quater. Possibilities of choice of clearing and settlement system or central counterparty.

1. Official secondary markets may enter into agreements with a central counterparty or a clearing and settlement system in another Member State to make the clearing or settlement of any or all transactions concluded by market members according to their systems.

2. The National Securities Market Commission may object to such agreements where it considers that they may impair the orderly functioning of the market and taking into account the conditions of the settlement systems provided for in paragraph 1 of the Article 44 quinquies. '

nineteen. A new Article 44d is added, with the following literal wording:

" Article 44 quinquies. Right to designate a settlement system.

1. Official secondary markets shall provide all their members with the right to designate the settlement system for transactions in financial instruments which they carry out on that market, provided that the following conditions are met: (a) establish between the market-designated settlement system and the system or infrastructure designated by the member the procedures, links and technical and operational mechanisms necessary to ensure the effective and economic settlement of the the operation in question.

(b) The National Securities Market Commission recognizes that the technical conditions for the settlement of transactions carried out on that market through a system other than the one designated by it allow for the smooth and orderly functioning of the financial markets, taking particular account of the way in which relations between the various systems of recording of financial transactions and instruments will be secured. The valuation of the National Securities Market Commission shall be without prejudice to the powers of the Bank of Spain, in its capacity as supervisor of payment systems, as well as other supervisory authorities of such systems. The National Securities Market Commission shall take into account the supervisory work carried out by such entities in order to avoid unnecessary duplication of controls.

2. The provisions of this article did not begin the right of the operator of the central counterparty, clearing or settlement of financial instruments to refuse to facilitate the services requested for legitimate commercial reasons. "

Twenty. A new article 44 sexies is added, with the following literal wording:

" Article 44 sexies. Access to central counterparties, clearing and settlement systems.

Investment services companies and credit institutions in other Member States of the European Union shall have the right to access existing central counterparties, clearing and settlement systems in the territory of the European Union. in order to liquidate or to arrange for the settlement of transactions in financial instruments, whether they are traded on official secondary markets or multilateral trading systems in Spain or on regulated markets or systems Multilateral negotiations in other Member States of the European Union.

Access to these systems will be subject to the same objective, transparent and non-discriminatory criteria that apply to local members. The provisions of this article did not begin the right of the operator of the central counterparty, clearing or settlement of securities to refuse to facilitate the services requested for legitimate commercial reasons. "

Twenty-one. Article 45 is worded as follows:

" Article 45.

The creation of Stock Exchanges shall be the responsibility of the Minister for Economic Affairs and Finance, in accordance with the provisions of Article 31a, except in the case of Stock Exchanges located in the territory of the European Communities. Autonomous regions whose Statute of Autonomy recognizes them to the effect. In this case, the creation of Stock Exchanges shall be the responsibility of these Autonomous Communities. "

Twenty-two. Article 46 is worded as follows:

" Article 46.

The Stock Exchanges shall be subject to the negotiation of those categories of marketable securities and other financial instruments, as provided for in Article 2, which, by virtue of their characteristics, are eligible for the provisions of the market regulation as laid down in Article 31a.

Financial instruments admitted to trading on another official secondary market may be traded on the Stock Exchanges, as set out in their Rules of Procedure. In this case, provision should be made for the necessary coordination between the respective registration, clearing and settlement systems. "

Twenty-three. Article 48 (1) is worded as follows:

" 1. Stock exchanges shall be governed and administered by a governing company, as provided for in Article 31a, which shall be responsible for its internal organisation and operation, and shall be the holder of the means necessary for this purpose, main social object. Such companies may also develop other complementary activities. The shares of those companies shall be nominative. Such companies must necessarily have a Board of Directors composed of no less than five persons and, at least, a Director General. Such companies shall not have the legal status of members of the relevant Stock Exchanges and shall not be able to carry out any financial intermediation activities, or activities related to Article 63. "

Twenty-four. Article 55 is reworded, which is worded as follows:

" 1. The Public Debt Market in Annotations shall be subject to the negotiation of fixed income securities represented by account taken by the State, by the Institute of Official Credit and, at their request, by the Central Bank. European, by the National Central Banks of the European Union, by the Autonomous Communities, by multilateral development banks of which Spain is a member, by the European Investment Bank or by other public entities, in the cases of (a) to be referred to, as well as the negotiation of other financial instruments, in all previous cases in accordance with the provisions of the market regulation as set out in Article 31a. In any event, the securities shall comply with the technical specifications to be established for this purpose in the Market Regulation. The securities admitted to trading on this market may be traded on other official secondary markets in the terms set out in the relevant market Regulation.

2. The Banco de España will have the consideration of the governing body of the Public Debt Market in Annotations. The Banco de España will carry the financial service of the recorded values when it is designed with the issuers and on their behalf, in the terms that are established in the market regulation. 3. The replacement of the governing body of the Public Debt Market in Annotations shall be governed by the provisions of Article 31c (2). 4. The Public Debt Market in Annotations shall be governed by this Law and its implementing rules, as well as by a Regulation, as provided for in Article 31a. 5. The autonomous communities with powers in the field may create, regulate and organize a regional market of Public Debt in Annotations that has as its object the negotiation of fixed income securities issued by those and other entities of public law within its territorial scope. "

Twenty-five. Article 56 (1) is reworded and paragraph 3 is repealed.

" 1. In addition to the Banco de España, entities that meet the requirements of Article 37 of this Law may access the condition of members of the Public Debt Market in Annotations, in addition to the Banco de España, in the terms established in that article and in accordance with what is set out in the market regulation. "

Twenty-six. Article 57 (3) is reworded, with the following wording:

" 3. They may be holders of account in their own name in the Public Debt Market in Annotations and maintain account as participating entities in their own name in the System Society registration system, in addition to the Banco de España, the systems and clearing and settlement bodies of official secondary markets and interbank clearing systems for the purpose of managing the collateral system, as well as those who meet the requirements set out in the market regulation. "

Twenty-seven. New wording was given to Article 58, with the following wording:

" 1. In addition to the Banco de España, the members of the market may be the managing entities that fulfil the requirements set out in the market regulation.

2. The managing entities, in their capacity as participants in the system of registration in charge of the Society of Systems, shall keep records of the securities of those who are not holders of account in their own name in the Public Debt Market in Annotations, and will maintain in the Society of Systems a global account that will constitute at all times the exact counterpart of those. 3. When such management entities have the additional status of account holder in their own name in the Public Debt Market, the latter accounts shall be held in the Systems Society with total separation from the global accounts mentioned above. in the previous section. 4. The Banco de España may, in terms of its regulations, agree to the suspension or limitation of the activities of the market members and the management entities when they create a risk or cause a risk. serious market disruption, for clearing and settlement procedures or, in the case of managing entities, for the legal certainty of the securities entered. These measures will be communicated by the Banco de España to the National Securities Market Commission and to the Ministry of Economy and Finance, so that the Minister, if necessary, will proceed to its ratification. 5. Declared the contest of a managing entity of the Public Debt Market in Annotations, the Banco de España may provide, immediately and at no cost to the investor, the transfer of the recorded securities to third parties of other entities gestoras. Similarly, the holders of the securities may request the transfer of the securities to another managing body. For these purposes, both the judge of the competition and the insolvency administration shall facilitate the access of the managing body to the accounting and accounting records and records necessary to make the transfer effective, the exercise of the rights of holders of securities. The existence of the insolvency proceedings shall not prevent cash from the exercise of economic rights or its sale from being made available to the holders of the securities. 6. If, in accordance with Article 55.3, the Bank of Spain ceases to be the governing body of the market, the powers conferred on it in paragraphs 4 and 5 of this Article shall be the National Market Commission. of Values. "

Twenty-eight. Article 59 is worded as follows:

" Article 59. Official Futures and Options Secondary Markets.

1. Secondary Markets may be created in the form of a State-wide, Future and Options Official, whose form of representation is that of an account. It shall be for the Minister for Economic Affairs and Finance, on a proposal from the National Securities Market Commission, to authorise such establishment, in accordance with Article 31a.

The authorization of the creation of the market as well as the other authorizations and approvals mentioned in this article will correspond to the Autonomous Community with competences in the field in the case of markets of autonomous scope. 2. These markets shall have as their object the futures, options and other derivative financial instruments contracts, whatever the underlying asset, defined by the market company. The company will organize the negotiation, clearing and settlement of the aforementioned contracts, either by carrying out all or only some of these functions. The holding of the accounting record for the financial instruments negotiated shall be the responsibility of the governing company, which shall bear the central register and, where appropriate, together with the members authorised to carry out the detailed records. corresponding to the contracts of their clients. The Government shall lay down the solvency and technical means required to enable members to be authorised to carry the records of their clients ' contracts, which shall correspond to the central register in charge of the company. rectoring. The market company shall either itself or ensure by means of another entity, after approval by the National Securities Market Commission, the counterpart in all the contracts it issues. In addition, the holding company may carry out the central counterparty activity referred to in Article 44b, in which case the provisions of this Article shall apply to it, with the particularities which, where appropriate, are laid down in its corresponding Regulation3. The institutions referred to in Article 37 of this Law may be members of these markets. They may also be subject to membership, with a capacity restricted exclusively to trading, either on their own account or on behalf of entities in their group those entities whose main social object is investment in markets. and meet the conditions of means and solvency laid down in the Market Regulation referred to in paragraph 7 of this Article. For futures and options markets with non-financial underlying, the acquisition of such a condition may be determined by other entities other than those mentioned above, provided that they meet the requirements of the specialty, professionalism and solvency. 4. In the official secondary markets of futures and options, a holding company, in the form of a public limited company, whose basic functions shall be to organise, direct and supervise the activity, shall be in the form of an anonymous company. of the market. These companies may not engage in any financial intermediation activities, or the activities related to Article 63, except as provided in this Law. However, in order to manage the system of guarantees, they may hold accounts in the Public Debt Market or have an equivalent position in foreign markets or systems performing similar functions. 5. The modification of the social statutes of the governing company shall require the prior approval by the National Securities Market Commission, in accordance with the provisions of Article 31a, with the exceptions that are regulated. 6. The governing board shall have a board of directors with at least five members and at least one Director-General. Once the initial authorization has been received, the new appointments must be approved by the National Securities Market Commission or, where appropriate, by the Autonomous Community with competence in the matter, for the purposes of verifying that the meet the requirements of points (f) and (g) of Article 67.2 of this Law. 7. These Markets, in addition to being governed by the rules provided for in this Law and implementing regulations, will be governed by a specific Regulation, which will have the character of the standard of management and discipline of the Stock Market, whose approval and amendment shall be in accordance with the procedure laid down in Article 31a. This Regulation shall contain details of the classes of members, specifying the technical and solvency requirements to be met in relation to the various activities carried out on the market, the market own contracts, the legal relations of the governing company and of the market members with the customers acting on the market, the supervisory rules, the guarantee scheme, the arrangements for the procurement, clearing, settlement and registration of the contracts of the relevant market, as well as any other aspects that are needed Regulation. 8. The guarantees that the members of the relevant market and the customers constitute in accordance with the regime contained in their respective Regulation and in relation to any operations carried out in the field of activity of the markets of futures and options will only respond to the entities in whose favour they were constituted and only by the obligations which of such operations will result for the governing company or the members of the corresponding market. 9. Where the members of the official secondary markets or the clients are subject to a court-supervised procedure, the companies governing such markets shall have absolute rights of separation in respect of the instruments financial and cash in which the guarantees that such members or customers had been constituted or accepted in favour of those guarantees in accordance with the regime contained in the respective market regulation. Without prejudice to the foregoing, the excess remaining after the settlement of the guaranteed transactions shall be incorporated into the insolvency assets of the client or member concerned. Where the clients of the members of the official secondary markets are subject to a court-supervised procedure, those members shall have an absolute right of separation in respect of the financial instruments and the cash in which they are the guarantees that its customers would have constituted in their favour in accordance with the regime contained in the respective market regulation. Without prejudice to the foregoing, the excess remaining after the liquidation of the transactions shall be incorporated into the insolvency assets of the client in question. Declared the contest of a member, the market society, giving previously account to the National Commission of the Market of Securities, will manage the transfer of the contracts that it has registered for the account of the customers, together with the financial instruments and the cash on which the corresponding guarantees were materialised. In the event that such a transfer could not be carried out, the company may agree to the liquidation of the contracts which the member has opened in the governing company, including those which are on behalf of its clients. In such a case, the actions to be carried out in relation to the registered positions and guarantees provided by the clients to the member concerned shall be terminated, and those clients shall have an absolute right of separation in respect of the Spare. For these purposes, both the competent court and the court of insolvency shall provide that the entity to which the accounting records are to be transferred and the guarantees may have access to the necessary documentation and computer records. to make the transfer effective. "

Twenty-nine. A new Chapter IVa is added with the following wording:

" CHAPTER IV BIS Of Operations Communication

Article 59a. Communication of operations to the National Securities Market Commission.

1. Investment firms and credit institutions which carry out transactions in financial instruments shall communicate them to the National Securities Market Commission as soon as possible and, as far as the data are concerned, referred to in the first subparagraph of paragraph 3 (3) of this Article, at the latest, at the end of the following working day. This obligation shall in any event be deemed to be enforceable, irrespective of the method, means, market or system through which the operations were carried out.

The transactions carried out on units or shares of collective investment institutions not admitted to trading on regulated markets or on multilateral systems are excluded from this obligation to communicate. (i) 2. Reports on executed transactions may be reported by the institution itself, by a third party acting on its behalf, by the regulated market company, or the managing body of the multilateral trading system through which the operation has been carried out, either by a system of operations or information approved by the National Securities Market Commission. Where the transactions are communicated to the National Securities Market Commission directly by the companies governing the regulated markets, by the managing entities of the multilateral trading systems, or by the systems of In the case of transactions or information, the investment firm or the credit institution may be exempted from the obligation referred to in paragraph 1 of this Article. 3. The reports shall contain the content set out in Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council as regards the obligations of undertakings in the investment to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and terms defined for the purposes of that Directive. In addition, the entities referred to in paragraph 1 of this Article shall provide the CNMV, in the form, detail and time-limits to be determined by regulation, the identity of the clients on behalf of whom they have executed their operations. The Minister for Economic Affairs and Finance is enabled to establish, where appropriate, additional reporting requirements where it is deemed necessary to enable the proper exercise of supervisory functions to be carried out by the National Market Commission. Values are mandated and provided one of the following criteria is met:

(a) the financial instrument covered by the report has specific characteristics that are not included in the information required by Commission Regulation 1287/2006; or

(b) the specific trading methods of the trading system where the transaction was conducted have characteristics that are not included in the information required by Commission Regulation 1287/2006.

4. Also, investment firms and credit institutions shall keep at the disposal of the National Securities Market Commission for at least five years the data set out in this Article on all transactions performed.

5. The National Securities Market Commission shall ensure that the reports it receives are transmitted, in accordance with the provisions of Article 91a, to the most important market competent authority in terms of the liquidity of the instrument. (a) to which the transactions relate, where such a market is situated in another Member State of the European Union. The reports referred to the National Securities Market Commission by branches in Spain of investment services firms and credit institutions in other Member States in accordance with the fifth paragraph of the Article 71 bis 2 shall be forwarded by the institution to the competent authority of the State of origin of the institution unless the latter renounces the information. 6. The determination of the most important market in terms of liquidity, the realization of the channels allowed to send the reports, the exchange of information of the National Securities Market Commission with other competent authorities and the development of the other issues set out in this Article are referred to in Articles 9 to 14 of Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council, on the obligations of the investment firms to keep a register, the information on transactions, market transparency, admission to trading of financial instruments, and terms defined for the purposes of that Directive. '

Thirty. Article 62 is worded as follows:

" Article 62. Concept of an investment services company and excluded assumptions.

1. Investment firms are those undertakings whose main activity is to provide investment services, on a professional basis, to third parties on the financial instruments referred to in Article 2 of this Law.

2. Investment firms, in accordance with their specific legal arrangements, shall carry out the investment services and ancillary services provided for in the following Article, and may be members of the official secondary markets if they do so. request in accordance with the provisions of Title IV of this Law. 3. The Law will not apply to the following persons:

(a) persons who do not carry out more investment service than to negotiate on their own account, except where such persons are market makers or are self-employed on the margins of a regulated market or a multilateral system of negotiation in an organised, frequent and systematic way by providing a system accessible to third parties in order to enter into negotiations with them;

(b) persons providing investment services which consist exclusively of the management of systems for the participation of workers and/or the provision of investment services exclusively to their parent undertakings, to their subsidiaries or other subsidiaries of their parent companies; (c) persons who are self-employed in financial instruments or provide investment services in financial instruments derived from raw materials or derivative contracts to which they refers to the article 2.8 to the customers of its main activity, provided that they do so as an ancillary activity in respect of the principal, where they are considered as part of a group, and such principal activity is not the provision of investment services within the meaning of this Law or of banking services under the Directive 2000 /12/EC; (d) to persons whose main activity is to negotiate on their own account in commodities or financial instruments derived from raw materials. This derogation shall not apply where persons who negotiate on their own account in raw materials or commodity derivatives form part of a group whose principal activity is the provision of other investment services in the sense of This Law, or of banking services in accordance with Directive 2000 /12/EC; (e), to undertakings providing investment services consisting exclusively of trading on their own account in markets for derivative financial instruments and in cash markets for the sole purpose of covering positions in instrument markets financial derivatives, or which operate on behalf of other members of such markets or provide prices for such markets, and which are endorsed by liquidating members of the same market, where the responsibility for the fulfilment of the contracts concluded (f) to persons who provide an investment service, where that service is provided in an ancillary manner in the course of a professional activity, and provided that the latter is an investment service provider; is regulated by laws or regulations or by a code of conduct (g) persons providing advice in respect of investments in the exercise of other professional activity not covered by this Law, provided that the provision of such a service does not preclude the provision of such service; advice is not specifically remunerated; (h) members of the European System of Central Banks, other national bodies with similar functions, or other public bodies which deal with or intervene in the management of the debt (i) collective investment undertakings and pension funds, their depositaries and companies; gestoras. However, the Law will apply to the management companies of collective investment institutions in relation to the activities described and under the conditions set out in Article 65.2 of this Law.

4. Services that are provided as a counterparty in transactions by public debt trading bodies or by the Bank of Spain, the European Central Bank or other members of the European System of European Union (European) System of Central and Eastern Europe shall not be subject to this Law. Central banks, within the tasks assigned to them by the applicable law. "

Thirty-one. Article 63 is worded as follows:

" Article 63. Investment services and ancillary services.

1. The following shall be considered as investment services: (a) The receipt and transmission of orders from clients in relation to one or more financial instruments.

The contact between two or more investors shall be understood to be included in this service to carry out transactions with each other on one or more financial instruments. (b) the execution of such orders on behalf of customers. (c) The trading on its own account. (d) Discretionary and individualized management of investment portfolios in accordance with the mandates conferred by clients. e) The placement of financial instruments, whether based on a firm commitment or not. (f) the assurance of an issue or a placement of financial instruments. (g) investment advice, including the provision of personalised recommendations to a client, either at the client's request or on the initiative of the investment firm, in respect of one or more transactions relating to financial instruments. Recommendations of a generic and non-personalised nature which may be made in the field of the marketing of financial instruments and securities shall not be considered as providing advice for the purposes of this paragraph. Such recommendations shall have the value of commercial communications. (h) Management of multilateral trading systems.

2. The following are considered ancillary services: (a) Custody and administration for the account of clients of the instruments provided for in Article 2.

(b) the granting of loans or loans to investors, in order to enable them to carry out an operation on one or more of the instruments provided for in Article 2, provided that the undertaking which grants the credit is involved in that transaction; loan. (c) advising companies on capital structure, industrial strategy and related issues, as well as advice and other services related to mergers and acquisitions of companies. (d) the services related to the operations of emission insurance or the placement of financial instruments. (e) The drawing up of investment and financial analysis reports or other forms of general recommendation on financial instrument operations. This paragraph shall include any information which, without taking into account the specific personal circumstances of the customer to which it is intended, recommends or proposes an investment strategy, either explicitly or implicitly, on a or several financial instruments or on issuers of financial instruments, including any opinion on the value or current or future price of such instruments, provided that the information is intended for distribution channels or to the public and that the following conditions are met:

i) that the investment report is qualified as such, or as financial analysis or any term similar to these, or, is presented as an objective or independent explanation of those issuers or instruments on which make recommendations.

(ii) that, where the recommendation is made by an investment firm to a client, it does not provide investment advice in accordance with the provisions of point (g) of the previous paragraph of this Article. Article.

(f) Currency exchange services, when related to the provision of investment services.

(g) Investment services as well as ancillary services which relate to the non-financial underlying of the derivative financial instruments referred to in Article 2 (3), (4), (5) and (8) of this Act, when For the purposes of this Regulation, the following shall be included: The deposit or delivery of goods which have the status of deliverables shall be understood.

3. Investment firms, on the terms they regulate, and whenever possible risks and conflicts of interest between them and their clients, or those that may arise between them, are properly resolved. different clients, may carry out the activities provided for in the preceding paragraphs, relating to instruments not referred to in Article 2 of this Law, or other ancillary activities involving the extension of their business, where this does not The investment services company's own unique social object is distorted.

Investment services companies may not assume exclusive functions of management companies of collective investment institutions, pension funds or asset-securitisation funds. 4. The marketing of investment services and the acquisition of clients do not constitute investment services in themselves but activities prior to each of the investment services listed in the preceding paragraphs, which may be developed separately from the provision of the service itself. 5. The Government may amend the content of the list of investment and ancillary services provided for in this Article and the financial instruments referred to in Article 2, in order to adapt them to the changes that have been made. set out in European Union legislation. The Government may also regulate the way in which the investment and ancillary services referred to in this Article are provided.

Thirty-two. Article 64 is worded as follows:

" Article 64. Classes of investment services companies.

1. They are investment firm companies as follows: (a) Securities companies.

b) The securities agencies. (c) Portfolio management companies. (d) Financial advisory firms.

2. Securities companies are those investment firms which are able to operate professionally, both on an employed and self-employed basis, and to carry out all the investment services and ancillary services provided for in Article 63.

3. Securities agencies are those investment firms that can professionally only operate on behalf of others, with or without representation. They may carry out the investment services and ancillary services provided for in Article 63, with the exception of those referred to in points (c) and (f) of paragraph 1 and in point (b) of paragraph 2. The portfolio management companies are those investment firms which can only provide the investment services provided for in Article 63.1 (d) and (g). They may also carry out the ancillary services provided for in Article 63.2.c) and (e). 5. The financial advisory firms are those natural or legal persons who can only provide the investment services provided for in Article 63.1 (g) and (2) (c) and (e). In no case, the activities carried out by these companies will be covered by the Investment Guarantee Fund regulated in Title VI of this Law. Also, these companies, as well as those described in the previous paragraph, may not carry out securities or cash transactions on their own behalf, except for, subject to the limitations they regulate, to administer their own heritage. These companies will not be allowed to have any funds or client values so that in no case will they be able to place themselves in a debtor position with respect to their clients. 6. The denominations of "Securities Society", "Securities Agency", "Management Company of Carteras" and "Financial Advisory Company", as well as their abbreviations "S.V.", "A.V. ", "S.G.C." and "E.A.F.I.", respectively, are reserved for the entities registered in the corresponding records of the National Securities Market Commission, which are obliged to include them in their name. No other person or entity may use such names or abbreviations or the name of 'investment firm' or any other name or abbreviation which leads to confusion. 7. No person or entity may, without having obtained the required authorization and be registered in the corresponding administrative records, carry out the activities referred to in paragraph 1 and in points (a) on a professional basis. (b), (d), (f) and (g) of Article 63 (2), in respect of the financial instruments referred to in Article 2, comprising, for that purpose, foreign exchange transactions. Furthermore, the marketing of investment services and the collection of clients may only be carried out professionally, by themselves or through the agents regulated in Article 65a of this Law, by the entities which are authorised to to provide such services. 8. Persons or entities which do not comply with the provisions of the two preceding paragraphs shall be required to cease immediately in the use of the names or in the offer or performance of the activities described. If, within 30 days of notification of the requirement, they continue to use or carry out them, they shall be subject to periodic penalty payments of up to EUR 500 000, which may be repeated on the occasion of Subsequent requirements. It shall be competent for the formulation of the requirements and for the imposition of the fines referred to in the preceding paragraph, the National Securities Market Commission which may also make public warnings regarding the existence of such conduct. The requirements shall be made after the hearing of the person or entity concerned and the fines shall be imposed in accordance with the procedure laid down in the Act. The provisions of this paragraph shall be without prejudice to any other sanctions which may be imposed in accordance with Title VIII of this Law on other responsibilities, including criminal law, which may be enforceable. 9. The Commercial Registry and other public records shall not register those entities whose social object or denomination is contrary to the provisions of this Law. Where, however, such inscriptions have been carried out, they shall be null and void and shall be cancelled ex officio or at the request of the National Securities Market Commission. Such nullity shall not prejudice the rights of third parties in good faith, acquired in accordance with the content of the relevant Registers. "

Thirty-three. Article 65 is worded as follows:

" Article 65. Other entities.

1. Credit institutions, even if they are not investment firms under this Law, may normally carry out all the services provided for in Article 63, provided that their legal status, their statutes and their specific authorisation enable for this.

In the procedure for authorizing credit institutions for the provision of investment services or ancillary services, the report of the National Securities Market Commission will be required. The provisions of this Law and its implementing rules as regards the performance and discipline of the services and activities provided for in Article 63 thereof and their possible participation in the activities of credit institutions shall also apply to credit institutions. official secondary markets. 2. It shall apply to the Management Societies of Collective Investment Institutions which are authorized to do so by the rules provided for in this Law, and in their development provisions, which regulate discretionary management and the individual investment portfolios of investment advice, the custody and management of the investment funds ' holdings and, where appropriate, the shares of the investment companies. In particular, they shall apply to them, in the case of specialities which may be laid down in regulation, to Articles 70b, 70c, 78, 78a, 79, 79a, 79b and 79c. '

Thirty-four. An Article 65a is added, with the following literal wording:

" Article 65a. Agents of investment services companies.

1. Investment firms may designate agents for the promotion and marketing of investment services and ancillary services covered by their programme of activities. They may also appoint them to carry out customarily in the name and on behalf of the investment firm, the investment services provided for in Article 63,1 (a) and (e) as well as to provide advice on the financial instruments and investment services offered by the company.

Agents will act exclusively for a single investment firm, or for a number of the same group, and in no case will they be represented by any investor or be able to carry out other activities. which may conflict with the good performance of their duties. 2. Agents shall meet the requirements of good repute laid down in Article 67.2.f) and possess the appropriate general, professional and commercial knowledge and experience to enable them to communicate accurately to their clients the precise information on the proposed investments. 3. Agents shall act on behalf of and under the full and unconditional responsibility of the investment firm which has engaged them. 4. Investment service undertakings shall, as a prerequisite for the appointment of staff, have the necessary means to effectively monitor the performance of their agents and enforce the internal rules and procedures of their staff. the entities that are applicable to them. They shall also ensure that the staff comply with the provisions of paragraph 2 above; that they do not carry out activities which may adversely affect the provision of the services entrusted and which inform clients of the name of the investment services company they represent and act on their behalf and on their behalf when they contact or before they negotiate with any client or possible client. Investment firms which appoint agents must be able to give them enough power to act in the name and on their behalf in the provision of services entrusted to them. Agents may not receive from clients, even transiently, financial instruments or money, nor receive fees, commissions or any other type of client's remuneration. Agents may also not subdelegate their actions. 5. Investment services companies that hire agents must inform the National Securities Market Commission who will register them in the register indicated in Article 92 of this Law, after registration of the powers in the Registry Mercantile and once proven that the agent has accredited good repute and has the general, commercial and professional knowledge appropriate to be able to communicate accurately to the client or to the possible client all the relevant information about the proposed service. The registration of the National Securities Market Commission will be a necessary requirement for the agents to start their activity. When the investment firm concludes its relationship with an agent, it shall immediately inform the National Securities Market Commission for incorporation into the relevant registry. Where a Spanish investment firm makes use of a related agent established in another Member State of the European Union, the tied agent shall be registered in the register of the National Securities Market Commission when the State the Member State in which they are established does not allow their domestic investment firms to use related agents. 6. Credit institutions which, in accordance with the provisions of the foregoing Article, are authorized for the provision of investment services may designate agents in the terms and conditions laid down in this Article. In this case, the agents will be registered in the register which, for this purpose, exists in the Banco de España and will be governed by the provisions of the banking regulations that apply to them, in what is not contradictory with the provisions of this article. 7. The provisions of this Article shall be developed, in particular, by establishing, in particular, the other requirements which shall be subject to the action of the agents and investment firms to which they provide their services. "

Thirty-five. An article 65 ter is added, with the following literal wording:

" Article 65 ter. Recruitment by electronic means.

In accordance with the provisions of the rules which, in general, regulate the procurement by electronic means, the Minister of Economy and Finance is enabled to regulate the specialties of the contracting of services of investment in electronic form, ensuring the protection of the legitimate interests of the customers and without prejudice to the freedom of procurement which, in their substantive aspects and with the limitations that may arise from other provisions (a) the relationship between investment firms and their customers should be the subject of a legal framework. "

Thirty-six. Article 66 is worded as follows:

" Article 66. Authorisation and registration.

1. It will be for the Minister of Economy and Finance, on a proposal from the National Securities Market Commission, to authorize securities companies and agencies and holding companies. The approval of the financial advisory companies shall be the responsibility of the National Securities Market Commission.

The authorisation shall include the type of investment firm in question, as well as the specific investment services and ancillary services which are authorised to it from among those listed in the investment services programme. activities referred to in the following paragraph. The administrative decision shall be reasoned and shall be notified within three months of receipt of the request or at the time of completion of the required documentation and, in any event, within six months of the date of receipt of the request. reception of that. Where the application is not settled within the time limit, it may be deemed to be dismissed. 2. The application for authorization, together with, where appropriate, the statutes and other documents which are to be determined, shall, in any event, accompany a programme of activities, in which it shall specify in a specific manner which of the Article 63 of the Treaty provides for the undertaking and the scope of the undertaking and the organisation and means of the undertaking. Investment firms shall not be able to carry out activities which do not expressly provide for the authorisation referred to in paragraph 1 above. In no case shall the authorisation for the provision of ancillary services be granted. 3. For the provision of the management service of a multilateral trading system, the official secondary markets governing companies as well as the entities incorporated for the purpose by one or more companies may also be authorised. (a) the management of the system, which must be wholly owned and operated by one or more of the governing companies, provided that they comply, in the terms and with the adjustments to be made, (a) the requirements of the investment firm to obtain the authorisation established in this Chapter, with the exception of the obligation to join the Investment Guarantee Fund and the second subparagraph of Article 71.4. 4. The authorisation of an investment firm shall be subject to prior consultation with the competent supervisory authority of the relevant Member State of the European Union when any of the following circumstances arise:

(a) That the new undertaking is to be controlled by an investment firm, a credit institution, an insurance undertaking or a management company of collective investment institutions authorised in that State.

(b) That their control is to be exercised by the dominant undertaking of an investment firm, a credit institution, an insurance undertaking or a management company of collective investment institutions authorised in that undertaking. State. (c) their control is to be exercised by the same natural or legal persons who control an investment firm, a credit institution, an insurance undertaking or a management company of authorised collective investment institutions; in that Member State.

An undertaking shall be deemed to be controlled in accordance with the provisions of Article 4 of this Law.

This consultation will, in particular, achieve the assessment of the suitability of the shareholders and the good repute and experience of the managers and directors of the new entity or the dominant entity, and may be reiterated for the continuous assessment of the compliance of the Spanish investment services companies with those requirements. 5. In the case of the establishment of investment firm undertakings which are to be directly or indirectly controlled by one or more undertakings authorised or domiciled in a non-Member State of the European Union, the concession shall be suspended. of the authorisation requested, refused or limited to its effects, when it had been notified to Spain, a decision taken by the European Union when it checked that the Community investment service undertakings do not benefit in that State from a treatment which offers the same conditions of competition as its national entities, and which does not meet the conditions of effective market access. 6. For an investment firm, once authorized, to be able to start its activity, the promoters must constitute the company, registering it in the Commercial Registry and subsequently in the Register of the National Market Commission of the appropriate values. In the case of financial advisory firms which are natural persons, the registration of the National Securities Market Commission shall be sufficient. 7. The authorization referred to in this Article shall be declared to expire if the period of one year has elapsed from the day following the date of notification of the administrative decision granting the authorization, the promoters of the the investment firm shall not request, after compliance with the provisions of the previous paragraph, its registration in the corresponding register of the National Securities Market Commission. "

Thirty-seven. Article 67 is worded as follows:

" Article 67. Refusal of authorisation and access requirements.

1. The Minister for Economic Affairs and Finance or, in the case of financial advisory firms, the National Securities Market Commission may only refuse authorisation to constitute an investment firm for the following reasons: (a) Failure to comply with the legal and regulatory requirements for obtaining and retaining the authorisation.

(b) When taking into account the need to ensure sound and prudent management of the institution, the suitability of the shareholders to have a significant stake, as defined in the Article, is not considered appropriate. 69. Among other factors, suitability will be appreciated based on:

1. Business and professional honorability of shareholders.

2. The heritage means that these shareholders have to meet the commitments they have made. 3. 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 institution's stability or control may be affected by the high risk of those.

The references made to shareholders in this article will be understood to be made to employers in the case of financial advice companies that are natural persons.

(c) The lack of transparency in the structure of the group to which the entity may eventually belong, or the existence of close links with other investment firm or other natural or legal persons prevent the effective exercise of the supervisory functions of the National Securities Market Commission and, in general, the existence of serious difficulties in inspecting it or obtaining the information that the National Securities Market Commission considers necessary for the proper development of its supervisory functions. (d) where the laws, regulations or administrative provisions of a non-Member State of the European Union governing the natural or legal persons with which the investment firm maintains close links or difficulties (a) to prevent the effective exercise of the supervisory functions. (e) the lack of business and professional repute of the members of the board of directors and of persons who are responsible for the effective management of the mixed financial holding company, where the investment firm is to be dependent on that as a member of a financial conglomerate. (f) the existence of serious conflicts of interest between the positions, responsibilities or functions held by the members of the investment firm's board of directors and other positions, responsibilities or functions that they hold at the same time.

2. They shall be required for an institution to obtain its authorisation as an investment firm: (a) It shall have the exclusive social object of carrying out the activities of the investment firm's own business, according to this Law.

b) Which magazine the form of a public limited company, constituted for an indefinite period, and that the actions of its social capital have a nominative character. It may be envisaged that the investment firm is to review another form of company in the case of financial advisory firms which are legal persons. (c) that in the case of a newly created entity, it is constituted by the simultaneous founding procedure and that its founders do not reserve any special benefits or remuneration of any kind. (d) the existence of a fully-paid-up minimum social capital and of the minimum own resources which are determined in accordance with the services and activities to be provided and the estimated volume of their activity. In the case of investment firms which are only authorised to provide the investment advisory service or to receive and transmit orders from investors without the holding of funds or transferable securities belonging to them to clients, and who for this reason may never be in a position to be in debt in respect of such clients, must subscribe to a minimum social capital or a professional liability insurance, or a combination of both, in accordance with what is establish regulations. (e) it has at least three administrators or, where appropriate, the board of directors, consisting of no less than three members. A higher number of administrators may be required, depending on the investment and ancillary services that the institution is to provide. In the case of financial advice undertakings which are legal persons, the institution may appoint a single administrator. (f) all administrators or, where appropriate, members of their board of directors, including natural persons representing legal persons in the Councils and those of their dominant entity, where they exist, as well as those who are (a) a management fee in the institution, or in the dominant entity, if it exists, has a recognised business or professional good repute. For the purposes of this Article, directors-general and those who develop a senior management function under the direct dependence of their administrative or administrative bodies shall be deemed to hold positions of management. Executive committees or delegated members. Professional and professional honorability in those who have been observing a personal trajectory of respect to the commercial laws or others that regulate the economic activity and the life of the business as well as the good practices commercial and financial. In any event, it is understood that they lack such good repute as those in Spain or abroad, who have a criminal record for intentional crimes, are disabled to carry out public or administrative positions or the management of financial institutions, or are disabled, in accordance with Law 22/2003 of 9 July, with insolvency proceedings, while the period of disqualification set in the judgment of the competition and the broken and the non-qualified in proceedings has not been completed (a) to the effect of the entry into force of this Law. Business and professional honorability shall also be required of the members of the Management Board and persons who are responsible for the effective management of the mixed financial holding company, where the investment firm is to be dependent on that as a member of a financial conglomerate. (g) the majority of the administrators or, where appropriate, the members of their board of directors, and in any case, three of them, as well as all those holding management positions, have adequate knowledge and experience in matters related to the stock market. Such knowledge and experience shall in any event be enforceable to all executive directors and to the majority of members of the delegated committees of the administrative board or similar bodies which have delegated executive functions. (h) the procedures, measures and means necessary to comply with the organisational requirements laid down in Article 70b (1) and (2) of this Law. (i) the existence of an internal rules of conduct, adjusted to the provisions of this Law, as well as control and security mechanisms in the field of computer and adequate internal control procedures, including, The Commission has been asked to make a statement on the basis of the information provided by the Commission. (j) to accede to the Investment Guarantee Fund provided for in Title VI of this Law, where the specific regulation of this law so requires. This requirement shall not be required by the investment firms provided for in Article 64.1 (d) of this Law. (k) have submitted a business plan which reasonably proves that the investment services undertaking project is viable in the future. (l) it has provided adequate documentation of the conditions and services, functions or activities to be outsourced or outsourced, so that it can be verified that this does not denature or leave the content of the requested authorisation.

In the regulatory development of the requirements set out in this paragraph, account must be taken of the type of investment firm in question and the type of activities they carry out, in particular in relation to the establishment of the minimum social capital and the minimum own resources provided for in point (d) above.

When the official secondary market is requested by the official secondary market for authorisation and the persons managing the multilateral trading system are the same as those who manage the multilateral trading system, those persons shall be presumed to be comply with the requirements laid down in points (f) and (g) above.

3. In addition, where the application for authorisation relates to the provision of the management service of a multilateral trading system, the investment firm, the governing company, or, where appropriate, the entity set up for that purpose by one or more of the a number of collecting societies shall submit to the approval of the National Securities Market Commission an operating Regulation which, without prejudice to the other specifications laid down in Article 120, shall: (a) Establish clear and transparent rules governing access to the multilateral trading system in accordance with the conditions set out in Article 37.2 and which set out the criteria for determining the financial instruments that may be be negotiated in the system.

b) Establish rules and procedures that regulate the negotiation in these systems in a fair and orderly manner, establishing objective criteria that allow for the effective execution of the orders.

4. Financial advice undertakings which are natural persons shall comply with the following requirements in order to obtain the appropriate authorisation: (a) to have adequate business or professional good repute, in accordance with the provisions of the Paragraph 1 (f) above;

(b) having adequate knowledge and experience in the field of the securities market; (c) complying with the financial requirements that are to be regulated; (d) complying with the requirements set out in (h) and (i) of paragraph 2 above, in the terms to be laid down in regulation. "

Thirty-eight. Article 68 is worded as follows:

" Article 68. Statutory amendments, alteration of investment services and ancillary services and changes in management and management charges.

1. Amendments to the social statutes of investment firms shall be subject to the procedure for the authorisation of new entities, but the application for authorisation must be settled, notifying the parties concerned, the two months of its presentation. Where the application is not settled within this period, it shall be deemed to be estimated. All of them must be registered in the Mercantile Register and in the National Securities Market Commission, within the time limits and with the requirements that are determined.

They will not require prior authorization, although they must be communicated later to the National Securities Market Commission for their record in the corresponding register, the modifications of the social statutes that they have by object:

a) Change of domicile within the national territory as well as the change of denomination of the investment firm.

(b) Incorporation into the statutes of companies of investment services of legal or regulatory precepts of an imperative or prohibitive nature, or compliance with judicial or administrative decisions. (c) the capital increases from the reserves of the investment firm. (d) Those other amendments for which the National Securities Market Commission, in response to prior consultation or, by means of a general resolution, has deemed it unnecessary, due to its limited relevance, to the authorization procedure.

2. Any alteration of the specific investment services and ancillary services initially authorised will require prior authorisation granted in accordance with the procedure for the authorisation of new entities, following a report by the National Commission of the Securities market and register in the Registers of this Commission, in the form that it is regulated. Authorization may be refused if the institution does not comply with Articles 67 and 70 and 70 b, and in particular if it considers the administrative and accounting organisation of the institution, its human and technical means or its procedures as insufficient to be insufficient. internal control.

If, as a result of the authorized alteration, the investment firm restricts the scope of its activities, it shall, where appropriate, settle the outstanding transactions or transfer the securities, instruments and cash that would have been entrusted to him by his clients. The National Securities Market Commission may agree on appropriate precautionary measures, including the intervention of the settlement of pending transactions. 3. The appointment of new positions of management or management of investment firms and, where appropriate, of their dominant entities, shall be the subject of prior notice to the National Securities Market Commission, in the form and time-limits to be determined. The National Securities Market Commission may object to such appointments, in a reasoned manner within three months of the receipt of the communication, if it is considered that such persons are not of sufficient good repute or experience, in accordance with Article 67.2.f) and (g) or where there are objective and demonstrable grounds for believing that the proposed changes may jeopardise the proper and prudent management of the entity or group to which it belongs. In the case of new charges of administration or management of the dominant entity of the investment firm which are subject to the authorisation of other supervisory bodies, the mere communication to the National Commission of the Securities Market for the new charges. "

Thirty-nine. Paragraphs 2, 6, 7, 8 and 10 of Article 69 are worded as follows:

" 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 Articles 31 and 44a of this Law as well as in its implementing rules. ' " 6. The National Securities Market Commission shall have a maximum period of three months, from the date on which it has been informed, in order, where appropriate, to oppose the acquisition of the acquirer as provided for in Article 67.1 (b) of the Treaty. This Law. If the Commission fails to act within that period, it shall be deemed to accept the claim. Where there is no opposition from the National Securities Market Commission, the National Securities Market Commission may fix a maximum period of time other than the one requested to carry out the acquisition.

The lack of opposition from the National Securities Market Commission will not be necessary in those increases or decreases in indirect holdings resulting from changes in the shareholding of the financial institution (a) the dominant position of the investment firm, where such changes would have been authorised by another Spanish supervisory body or another Member State of the European Union. '

" 7. In the event that, as a result of the acquisition, the investment firm was to be placed under some of the control arrangements provided for in Article 66 (4), the National Securities Market Commission must consult the competent supervisory authority.

The National Securities Market Commission should suspend its decision or limit its effects when under the acquisition the investment firm will be controlled by an authorized company in a non-State. and the circumstances provided for in Article 66 (5) are given. '

" 8. Where an acquisition is made of the rules in the preceding paragraphs without having previously informed the National Securities Market Commission, having informed the Commission, but without the three months provided for in the this Article; or with the express opposition of the Commission, the following effects shall be produced: (a) In any event, and automatically, no political rights may be exercised corresponding to the shares acquired irregularly until the National Securities Market Commission has received and evaluated the information necessary on the acquirers, he judges them to be suitable. If, however, they are to be exercised, the corresponding votes will be void and the agreements will be impugable in court, as provided for in the Companies Law, with the National Securities Market Commission being 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 of this Law may be imposed. " ' 10. Investment firms shall not register in their book of shares the transmissions of shares which require authorization, in accordance with this Law, until the authorization of the National Commission on the Market is justified. Values. They shall also 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 any of the levels specified in the preceding paragraphs of this Article. Article. "

Forty. An article 69 bis is added, with the following literal wording:

" Article 69a. Shareholder structure communication.

Investment services companies must inform the National Securities Market Commission, in the form and with the periodicity that they regulate, on the composition of their shareholding or on the changes that occur in the same. Such information shall necessarily include the information relating to the participation of other financial institutions in their capital, irrespective of the amount. It will be determined in which cases the information provided will be public.

In addition, at least once a year, investment firms must report to the National Securities Market Commission on the identity of shareholders holding significant shares, indicating the volume of the shares. of such holdings. "

Forty-one. Article 70 is worded as follows:

" Article 70. Financial requirements.

1. The following are the obligations of investment firms: (a) The consolidated groups of investment firms, as well as investment firms which are not integrated into a consolidated group, must maintain in all the volume of own resources provided to that of its activity, to that of the risks assumed and, where appropriate, to the cost of the structure. In particular, they shall have own resources equal to or greater than the sum of the following minimum own resources requirements: 1. For all of their activities other than the trading book and the illiquid assets when (a) to deduct from own resources, the own resources requirements for credit risk and the risk of dilution.

2. The requirements of own resources for the risk of position, the risk of settlement and the risk of counterparty and, to the extent permitted, for major risks, the requirements of own resources for the risk of a position exceeding the limits laid down in regulation. 3. For all of its activities, the own resources requirements for exchange rate risk and risk on commodities. 4. The requirements of own resources for operational risk. 5. The financial requirements contained in this letter shall not apply to investment firms which are only authorised to provide the investment advisory service without holding funds or securities. (a) the securities belonging to customers, and which for this reason may never be in a debtor situation in respect of such customers. 6. In the same way, the financial requirements contained in this letter shall not apply to investment firms which are only authorised to receive and transmit orders from investors without holding funds or securities. (a) the securities belonging to customers, and which for this reason may never be in a debtor situation in respect of such customers. The financial requirements for this type of investment firm, whether or not they provide the financial advice service, will be determined in a regulated manner.

The calculations in order to verify compliance by investment firms with the obligations laid down in this point (a) shall be carried out at least semi-annually, with the same dates as reference of the information with the final of the natural semester.

Investment services companies shall communicate to the National Securities Market Commission, in the form and content that it determines, the results and all necessary elements of calculation. (b) Investment service undertakings shall maintain minimum investment volumes in certain categories of liquid and low-risk assets which, in order to safeguard their liquidity, are regulated in a regulatory manner. (c) The financing of investment firms, in the case of forms other than the participation in their capital, shall be subject to the limitations laid down in regulation.

2. The methods of calculating the requirements laid down in point (a) of the previous paragraph, the weightings of the various risks, the qualifying techniques for reducing the risk of credit and the possible surcharges shall be determined. any of these requirements according to the risk profile of the entity or group. The use for such purposes of external credit ratings shall require the undertaking which carries out such credit ratings to have been recognised for this purpose by the National Securities Market Commission in accordance with the criteria to be established for this purpose, in any case, the objectivity, independence, transparency and continuous review of the methodology applied, as well as the credibility and acceptance in the market of the credit ratings made by the company. The approval of the National Securities Market Commission shall be required, subject to the conditions to be determined by the National Securities Market Commission, to use internal credit ratings or internal methods of measurement of operational risk and market risk. developed by the entities themselves.

3. The consolidable groups of investment firms, as well as investment firms which are not integrated into a consolidated group, will specifically have robust, effective and comprehensive strategies and procedures at the end of the year. to assess and maintain on a permanent basis the amounts, rates and distribution of domestic capital that they consider appropriate to cover the nature and level of the risks to which they are or may be exposed. Those strategies and procedures shall be regularly reviewed within the internal review to ensure that they remain exhaustive and proportionate to the nature, scale and complexity of the activities of the entity concerned. '

Forty-two. An Article 70a is added, with the following literal wording:

" Article 70a. Information on solvency.

1. The consolidable groups of investment firms, as well as investment firms which are not integrated into one of these consolidable groups, shall make public, as soon as possible and at least on an annual basis, duly integrated into a single document known as 'Solvency Information', specific information on data on its financial position and activity in which the market and other interested parties may have an interest in assessing the risks they face, their market strategy, their risk control, their organization The Commission's proposal for a directive on the protection of the environment and the protection of the environment.

The National Securities Market Commission shall determine the minimum information to be published in accordance with the preceding paragraph. In any event, institutions may omit information which is not of relative importance and, with the appropriate warning, the data they consider to be reserved or confidential; they may also determine the means, place and mode of disclosure of the document. To those same effects, groups and entities shall adopt a formal policy for the fulfilment of such disclosure requirements and for the verification of the adequacy and accuracy of the data disclosed and the frequency of their disclosure, and have procedures to enable them to assess the adequacy of such policy. 2. The same disclosure obligations shall be required, individually or on a sub-consolidated basis, to investment firms, whether Spanish or incorporated in another Member State of the European Union, which are subsidiaries of the Spanish investment, in cases where the National Securities Market Commission considers it to be in the interest of its activity or relative importance within the group. In the event that the subsidiary is incorporated in another Member State of the European Union, the National Securities Market Commission shall forward the relevant decision to the dominant Spanish entity, which shall be required to adopt the measures. necessary to give you effective compliance. 3. Individual investment services groups or undertakings controlled by other investment firms or financial holding companies authorised or incorporated in another Member State of the Union are exempted from this obligation. European, except where an important investment firm is located between them, in accordance with the criterion that the group's consolidated supervisory authority has communicated to the National Commission on the Market in Values, whether in the latter's criterion, in relation to their activity in Spain or their relative importance within the group. 4. Except for the authorization of the National Securities Market Commission, the disclosure, in compliance with the commercial or securities market requirements, of the data referred to in paragraph 1 of this Article, shall not exempt from its inclusion in the 'Solvency information' document in the form provided for in that paragraph. 5. For entities required to disclose the information referred to in paragraph 1, the National Securities Market Commission may require them to:

(a) verification by independent auditors or experts, or by other means satisfactory to their judgement, of any information not covered by the audit of accounts;

(b) disclosing one or more of such information, either independently at any time, or at a frequency higher than the annual rate, and to set maximum time limits for disclosure; disclosure of means and places other than financial statements.

6. This Article shall not apply to investment firms which are only authorised to provide the investment advisory service or to receive and transmit orders from investors without maintaining the right to provide services. securities or securities belonging to customers, and which for this reason may never be in a debtor position in respect of such customers. '

Forty-three. An article 70 ter is added, with the following literal wording:

" 70 ter. Internal organisation requirements.

1. Investment firms and other entities which, in accordance with the provisions of this Title, provide investment services shall define and implement appropriate policies and procedures to ensure that the undertaking, its managers, their staff and their agents comply with the obligations imposed on them by the securities market.

To this effect they must have:

(a) In the case of investment firms, an appropriate and proportionate structure in accordance with the nature, scale and complexity of their activities and with well-defined, transparent and consistent lines of responsibility. And, in the case of other entities providing investment services, in accordance with the provisions of this Title, an equally appropriate and proportionate organisational structure in accordance with the nature, scale and complexity of the services of investment they lend.

b) The organisation shall have a unit to ensure the development of the regulatory compliance function under the principle of independence with respect to those areas or units that develop the activities of the provision of investment services on which the exercise of that function is based. The existence of procedures and controls must be ensured to ensure that staff comply with the decisions taken and the tasks entrusted. The regulatory compliance function shall monitor and regularly assess the adequacy and effectiveness of the procedures laid down for the detection of risks, and the measures taken to address potential deficiencies as well as to assist and to advise the competent persons responsible for the performance of the investment services for the performance of the tasks. (c) Information systems that ensure that their personnel are aware of the obligations, risks and responsibilities arising from their actions and the rules applicable to the investment services they provide. (d) appropriate administrative and organisational measures to prevent potential conflicts of interest in Article 70c of this Law from harming their clients. They shall also establish control measures for operations which are carried out on a personal basis by the members of their administrative bodies, employees, agents and other persons linked to the undertaking, where such operations may involve conflicts of interest or breach, in general, what is established in this Law. (e) to keep records of all transactions relating to securities and financial instruments and investment services which provide in such a way that it is possible to verify that they have fulfilled all the obligations imposed on them by this Law in relation to their clients. The data to be included in the trade repositories is set out in Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council as regards the obligations of investment firms to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and terms defined for the purposes of that Directive. The other extremes relating to the obligation to keep the register shall be determined by regulation. They shall also inform the National Securities Market Commission, in the manner that it is regulated, of the operations they carry out, in accordance with the provisions of Article 59a. (f) Adopt appropriate measures to protect the financial instruments entrusted to them by their clients and to prevent their misuse. In particular, they may not use the financial instruments of the clients on their own account, except where they express their express consent. They shall also maintain an effective separation between the securities and financial instruments of the company and those of each client. The internal records of the institution shall permit to be known, at all times and without delay, and in particular in the event of the insolvency of the company, the position of securities and ongoing operations of each client. Initiated the insolvency proceedings of a securities depository institution, the National Securities Market Commission, without prejudice to the powers of the Banco de España, may immediately dispose of the transfer to another entity empowered to to develop this activity, of the securities deposited on behalf of its clients, even if such assets are deposited in third entities in the name of the entity that provides the deposit service. For these purposes, both the competent court and the court of insolvency shall provide the entity with which the securities are to be transferred to the accounting and accounting records and records necessary to make the transfer. The existence of the insolvency proceedings shall not prevent the holder of the securities from being sent to the client for cash from the exercise of his or her economic rights or for sale.

2. In addition, institutions providing investment services shall: (a) provide appropriate administrative and accounting procedures, internal control mechanisms and effective risk assessment techniques for the institution.

The organization must have a verification body that performs the internal audit function under the principle of independence with respect to those areas or units that develop the activities of investment services on which the exercise of that function is based. The internal audit function shall develop and maintain an audit plan to examine and assess the adequacy and effectiveness of the systems, internal control mechanisms and arrangements of the investment firm, to formulate recommendations on the basis of the work carried out in implementation and to verify compliance with them. (b) Adopt appropriate measures to ensure, in the event of incidents, the continuity and regularity of the provision of their services. They will have to rely, in particular, on mechanisms for monitoring and safeguarding their IT systems and with contingency plans for damage or disasters. (c) Adopt appropriate measures, in relation to the funds entrusted to them by their clients, to protect their rights and prevent the misuse of those rights. Institutions may not use their clients ' own funds on their own account, except in exceptional cases which may be established on a regulated basis and with the express consent of the client. The internal records of the institution shall permit to be known, at all times and without delay, and in particular in the event of the insolvency of the company, the position of funds of each client. (d) Adopt the necessary measures to ensure that the operational risk does not increase unduly when they entrust to a third party the performance of investment services or the exercise of essential functions for the provision of investment services. Where internal control functions are delegated to third parties, institutions shall ensure that this does not reduce their internal control capacity and ensure the necessary access of the competent supervisor to the information. In no case may they delegate functions to third parties where the internal control capacity or the supervisory authority of the competent supervisory body is diminished. It shall be for the institution to verify that the person or entity in which it intends to delegate functions complies with the requirements laid down in this law and its implementing provisions. Credit institutions providing investment services shall comply with the internal organisation requirements referred to in this paragraph, with the specifications which they shall determine, corresponding to the Bank of Spain. powers of supervision, inspection and sanction of these requirements. Such entities shall not be subject to the prohibition of the use of their clients ' funds on their own account as provided for in point (c) above.

3. The content and requirements of the procedures, records and measures set out in this Article shall be established. Such regulatory development may take into account, in particular, the size, complexity and nature of the investment services provided by each institution. In addition, the internal organisation requirements for financial advice undertakings which are natural persons shall be laid down.

4. In any group of investment firms, each of the integrated financial institutions shall take the necessary measures to adequately address potential conflicts of interest between the clients of different entities in the group. "

Forty-four. An item 70 quater is added, with the following literal wording:

" Article 70 quater. Conflicts of interest.

1. In accordance with Article 70 (1) (d) (1), undertakings providing investment services shall organise and take measures to identify potential conflicts of interest between their clients and the undertaking itself, or its group, including its directors, employees, agents or persons connected with it, directly or indirectly, by a control relationship; or between the different interests of two or more of its clients, in respect of each of which the undertaking maintain obligations.

For such purposes it will not be considered sufficient that the company can obtain a profit, if there is also no possible injury to a customer; or that a customer can obtain a profit or avoid a loss, if there is no possibility of concomitant loss of a client. They shall also approve, implement and maintain a policy for the management of conflicts of interest that is effective and appropriate for their organisation, aimed at preventing conflicts of interest from harming the interests of their clients. 2. Where the organisational or administrative measures taken to manage the conflict of interest are not sufficient to ensure, with reasonable certainty, that the risks of injury to the interests of the customer, the undertaking in question, are prevented. Investment services must first disclose the nature and origin of the conflict to the customer before acting on behalf of the customer. 3. Rules shall be established for the identification and registration of conflicts of interest, and the measures, organisational and political requirements to be adopted to ensure the independence of personnel engaged in activities which involve a risk of conflict of interest, as well as the information to be provided to the customers concerned or to the general public. '

Forty-five. Article 71 is worded as follows:

" Article 71. Cross-border action of the Spanish investment services companies.

1. A Spanish investment firm may provide investment services in the territory of other Member States of the European Union, as well as ancillary services for which it is authorised, either through the the establishment of a branch, either by means of the freedom to provide services, in the terms laid down in the two paragraphs of this Article.

2. Any Spanish investment firm wishing to establish a branch in the territory of another Member State shall notify the National Securities Market Commission thereof. The notification shall indicate:

(a) Member States in whose territory it is proposed to establish a branch.

(b) A programme of activities specifying, inter alia, investment services, as well as the ancillary services which it is proposed to carry out and the organisational structure of the branch in addition to the indication whether the branch intends to use tied agents. (c) The address in the host Member State where documentation may be obtained. (d) The name of the managers responsible for the management of the branch.

Unless you have reason to doubt the suitability of the administrative structure or the financial situation of the entity, taking into account the activities that it intends to carry out, the National Securities Market Commission it shall send all the information submitted by the Spanish investment firm to the competent authority of the host Member State within three months of its receipt, and shall inform the undertaking concerned thereof. investment services.

If the National Securities Market Commission agrees not to forward the information to the host Member State for any of the reasons set out in the preceding paragraph, it shall inform the investment firm in the three-month period from the receipt of the information, indicating the reasons for its refusal. If any of the information communicated in accordance with points (a), (b), (c) and (d) of the first subparagraph of this paragraph is modified, the investment firm shall inform the National Commission of the Stock Market at least one month before making it effective. The National Securities Market Commission shall communicate this to the competent authority of the host Member State. In addition, the National Securities Market Commission shall forward to the competent authority of the host Member State, data on the Investment Guarantee Fund to which the institution is attached, as well as any changes that may be made to it. to be produced. The branch may establish itself and start its activities when it has received the communication from the competent authority of the host Member State or, in the absence of such notification, within two months of the date of the Commission's communication. National of the Securities Market to that competent authority. Where the Spanish investment firm uses an agent established in another Member State of the European Union, that agent shall be treated as a branch and shall be subject to the arrangements laid down in this Article for branches. 3. Any Spanish investment firm which, under the freedom to provide services, wishes to provide services for the first time in the territory of another Member State of the European Union, or wishes to modify the range of services or activities Under this scheme, you must notify the National Securities Market Commission. The notification shall indicate:

(a) The Member State in which it intends to operate.

(b) A programme of activities specifying, inter alia, investment services, as well as the complementary services which it is proposed to carry out and the indication of whether it is envisaged to use related agents in the territory of the Member States in which it intends to provide services. Where the investment firm intends to use related agents, the National Securities Market Commission shall, at the request of the competent authority of the host Member State and within a reasonable period of time, communicate the the identity of the tied agents which it intends to use in that Member State. The National Securities Market Commission shall forward all the information referred to in the first subparagraph of this paragraph to the competent authority of the host Member State within one month of its receipt. From that point on, the investment firm may start to provide its services in the host Member State. In the event of any modification of the data referred to in the first subparagraph of this paragraph, the investment firm shall inform the National Securities Market Commission in writing at least one month before the change is applied. The National Securities Market Commission shall communicate this to the competent authority of the host Member State.

4. A Spanish investment firm intending to open a branch, or to provide services without a branch in a Member State other than a Member of the European Union, must obtain prior authorisation from the National Market Commission Values, the requirements and the procedure applicable to this case are determined.

The National Securities Market Commission will inform the European Commission of the general difficulties faced by investment firms in establishing or providing investment services in the European Union. a non-Member State of the European Union. 5. The creation by a Spanish investment firm or a group of Spanish investment services companies of an investment service company will also be subject to prior authorisation from the National Securities Market Commission. foreign investment, or the acquisition of a holding in an existing undertaking, where that foreign investment firm is to be incorporated or is domiciled in a State which is not a member of the European Union. The information to be included in the application shall be determined. The National Securities Market Commission, within three months from receipt of all required information, will resolve the request. Where the application is not settled within the time limit, it may be deemed to be estimated. The National Securities Market Commission may refuse the request when, in view of the financial situation of the investment firm or its management capacity, it considers that the project may disturb the good development of its activities in Spain; where, in view of the location and characteristics of the project, the effective supervision of the group, on a consolidated basis, by the National Securities Market Commission or, where the activity of the entity is dominated, cannot be ensured. is not subject to effective supervision by any national supervisory authority. '

Forty-six. An Article 71a is added, with the following literal wording:

" Article 71a. Investment firms authorised in another Member State of the European Union.

1. Investment firms authorised in another Member State of the European Union may carry out in Spain either by opening a branch or by way of freedom to provide services, investment services and services. aids. It is essential that the authorisation, the statutes and the legal status of the entity enable it to carry out the activities it intends to carry out. In any event, ancillary services may be provided only together with an investment service.

In no case may the establishment of branches or the freedom to provide services referred to in the preceding paragraph be conditional upon the obligation to obtain an additional authorization, or to provide a fund of allocation, or any other measure having equivalent effect. 2. The opening in Spain of branches of investment firms authorised in other Member States of the European Union shall not require prior authorisation. However, it shall be conditional on the National Securities Market Commission receiving a communication from the competent authority of the home Member State of the investment firm. Such communication shall contain the information referred to in points (a), (b), (c) and (d) of the first subparagraph of Article 71 (2). Once the communication has been received, the National Securities Market Commission will notify its receipt to the entity, who must register the branch in the Mercantile Registry and in the corresponding register of the National Commission of the Stock Market, communicating to that date the effective start of its activities. If the National Securities Market Commission does not carry out this communication, the branch may be established, registering in the Mercantile Register and the National Securities Market Commission, and start its activities within two months. from the date of the communication of the competent authority of the State of origin. After one year after the investment firm has been notified of the receipt of the communication by its supervisory authority, the branch has not been registered in the relevant register of the National Commission. of the Securities Market, the procedure shall be deemed to be expired. In the event of closure, the branch shall report to the National Securities Market Commission at least three months in advance of the planned date. The National Securities Market Commission shall be responsible for ensuring that the services provided by the branch in Spanish territory comply with the obligations laid down in Articles 79a, 79b, 79 sexies, 59 bis and the obligations laid down in Chapter III of Title XI and the measures taken in accordance with Title XI. Consequently, the National Securities Market Commission will have the right to examine the measures taken by the branch and to request the necessary changes to ensure compliance with the provisions of these Articles and in the measures taken in accordance with them, in respect of the services or activities provided by the branch on Spanish territory. In addition, the National Securities Market Commission shall assume control of the obligation laid down in Article 70b (1) (e) in respect of the registration of the operations carried out by the branch, without prejudice to the fact that the The competent authority of the State of origin has direct access to that register. The provisions of the two preceding paragraphs shall also apply in the case of branches of Community credit institutions authorised to provide investment services in Spanish territory. Without prejudice to the above two paragraphs, the competent authority of the home Member State may, in the exercise of its responsibilities and after informing the National Securities Market Commission, carry out inspections " in (a) of that branch.

Likewise, the National Securities Market Commission may require, for statistical purposes, that all Community investment firms that have branches in Spanish territory regularly report to them on the activities of those branches.

Where the investment firm makes use of an agent established in a Member State of the European Union other than the home Member State of the investment firm, the related agent shall be treated as the branch is subject to the provisions of this Law for branches. 3. The implementation in Spain for the first time of investment activities or services, and ancillary services, under the freedom to provide services, by investment firms authorised in another Member State of the European Union, may be initiated once the National Securities Market Commission has received a communication from the competent authority of the institution's home Member State, in accordance with the terms set out in Article 71 (3). Where the investment firm intends to use related agents, the National Securities Market Commission may request the competent authority of the State of origin to communicate, within a reasonable period of time, the identity of the of the tied agents which the institution intends to use in the Spanish territory. The National Securities Market Commission may decide to make this information public. "

Forty-seven. An article 7b is added, with the following literal wording:

" Article 71 ter. Coercive measures.

1. Where the National Securities Market Commission has clear and demonstrable grounds for believing that an investment firm authorised in another Member State of the European Union operating in Spain through a branch or a free market the provision of services infringes obligations arising from national provisions adopted pursuant to Directive 2004 /39/EC, it shall communicate the facts to the competent authority of the home Member State.

In the event that, despite the measures taken by the competent authority of the home Member State, the investment firm persists in a performance which is clearly detrimental to the interests of investors in the Spain or for the proper functioning of the markets, the National Securities Market Commission, after informing the competent authority of the home Member State, shall take all appropriate measures, including the possibility of preventing the (a) companies of infringing investment services carry out new operations in the territory Spanish. The National Securities Market Commission will inform the European Commission without delay of these measures. 2. Notwithstanding the foregoing paragraph, where the National Securities Market Commission finds that the Spanish branch of a Community investment firm does not comply with the obligations laid down in Articles 79 The investment firm shall require the investment firm to put an end to its irregular situation, and shall require the investment firm to put an end to its irregular situation. If the investment firm does not take the appropriate measures, the National Securities Market Commission shall take all necessary measures to put an end to this situation and shall inform the competent authorities of the Member State concerned. of the nature of the measures taken. If, despite the measures taken by the National Securities Market Commission, the company continues to infringe the provisions contained in this Law and its implementing rules, the National Securities Market Commission, after informing the competent authorities of the home Member State may sanction it and, where appropriate, prohibit it from carrying out further operations on Spanish territory. The National Securities Market Commission will inform the European Commission without delay of these measures. 3. Any measure taken pursuant to this Article involving sanctions or restrictions on the activities of an investment firm shall be duly substantiated and communicated to the investment firm. affected. 4. The provisions of this Article shall also apply in the case of Community credit institutions authorised to provide investment services in Spanish territory, either under the freedom to provide services or under the conditions of freedom of establishment. "

Forty-eight. An article 771 c is added, with the following literal wording:

" Article 71 quater. Non-Community investment services companies.

Non-Community investment firms intending to open a branch in Spain shall be subject to the prior authorization procedure provided for in Chapter II of this Title V with the adjustments to be made to the Regulations shall be established. If they intend to provide services without a branch, they must be authorised in the form and conditions which they regulate. In both cases, the authorization may be refused, or conditional, for prudential reasons, for not giving an equivalent treatment to the Spanish entities in their country of origin, or for not being assured the fulfillment of the rules of ordination and discipline of the Spanish stock markets.

Non-Community investment services companies operating in Spain shall be subject to this Law and its implementing rules. "

Forty-nine. Point (f) of Article 73 is worded as follows and a point (ll) is added:

f) in the event of a serious and systematic breach of the obligations laid down in Article 70 (1) (a) and in points (e) and (f) of Article 70b (1) and (c) of this Law. "

"(ll) When the assumption is provided for in Article 69.11.b)."

Fifty. A Chapter I is added to Title VII, with the following literal wording:

" CHAPTER I Rules of Conduct applicable to those who provide investment services Article 78. Subjects obliged.

1. Those who provide investment services shall respect: (a) the rules of conduct contained in this Chapter.

(b) Codes of conduct which, under the rules referred to in point (a) above, are approved by the Government or, with its express rating, by the Minister for Economic Affairs and Finance, on a proposal from the National Commission of the Stock Market. c) Those contained in their own internal regulations of conduct.

2. The Minister of Economy and Finance and, with his express rating, the National Securities Market Commission will establish the minimum content of the internal rules of conduct.

Article 78a. Customer classes.

1. For the purposes of the provisions of this Title, investment firms shall classify their clients in professionals and retailers. The same obligation shall apply to other undertakings which provide investment services in respect of the clients to which they provide or offer such services.

2. Professional clients will be considered to be those who are presumed to have the necessary experience, knowledge and skills to make their own investment decisions and to assess their risks correctly. 3. In particular you will have professional customer consideration:

(a) Financial institutions and other legal entities that may be authorised or regulated by States, whether or not they are members of the European Union, in order to be able to operate on financial markets.

Credit institutions, investment firms, insurance companies, collective investment institutions and their management companies, pension funds and their companies shall be included among them. management, securitisation funds and their management companies, which are normally active in raw materials and commodity derivatives, as well as operators who engage in their own name and other institutional investors. (b) Regional States and Administrations, public bodies managing public debt, central banks and international and supranational bodies, such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and others of a similar nature. (c) Employers who individually meet at least two of the following conditions:

1. º that the total of the assets of the asset is equal to or greater than EUR 20 million;

2. º that the amount of its annual turnover is equal to or greater than 40 million euros; 3. º that its own resources are equal to or greater than 2 million euros.

(d) Institutional investors who, not included in point (a), have as their usual business investing in securities or other financial instruments.

They shall be included in this paragraph, in particular, venture capital institutions and their management companies. The entities referred to in the preceding paragraphs shall be considered as professional clients, without prejudice to the ability to apply for non-professional treatment and for investment firms to agree to grant them a higher level of protection. wide. (e) Other customers who request it on a prior basis, and expressly waive their treatment as retail customers. The admission of the application and waiver shall be conditional on the undertaking providing the investment service carrying out the appropriate assessment of the customer's experience and knowledge in relation to the operations and services it requests, and ensure that you can make your own investment decisions and understand your risks. In carrying out the above assessment, the undertaking shall verify that at least two of the following requirements are met:

1. º that the customer has performed significant volume operations on the stock market, with an average frequency of more than ten per quarter over the previous four quarters;

2. º that the value of the cash and securities deposited is greater than 500,000 euros; 3. º that the client occupies, or has occupied for at least one year, a professional position in the financial sector that requires knowledge on the planned operations or services.

The Government and, with its express rating, the Minister of Economy and Finance or the National Securities Market Commission may determine the manner of calculation of the measures referred to in this paragraph and set requirements for the procedures that institutions establish to classify clients.

4. Retail customers will be considered as non-professional customers.

Article 78b. Operations with eligible counterparties.

1. For the purposes of this Article, the following entities shall have the consideration of eligible counterparties: investment firms, credit institutions, insurance institutions, collective investment institutions and their managing companies, pension funds and their management companies, other financial institutions authorised or regulated by Community legislation or by the national law of a Member State, undertakings referred to in points (d) and (e) of paragraph 3 of Article 62, national governments and their corresponding services, including those which Debt trading, Central Banks and supranational bodies. Equivalent third-country entities and autonomous communities will also have such consideration.

In addition, if requested, eligible counterparties shall also be considered to be undertakings which comply with the requirements set out in Article 78a (3) (e), in which case it shall be recognised only as a counterparty. eligible for services or operations for which it may be treated as a professional client. Third country undertakings which are subject to equivalent requirements and conditions shall be understood. 2. Companies that provide investment services authorized to execute orders on behalf of third parties, self-negotiate or receive and transmit orders may perform these operations, or directly related ancillary services. with the entities referred to in the preceding paragraph without complying with the obligations laid down in Articles 79a, 79b and 79e, provided that those entities are informed in advance and do not expressly request that apply to them. In the case of the entities referred to in the first subparagraph of the preceding paragraph, the classification as an eligible counterparty shall be without prejudice to the right of these entities to apply either in general or for each transaction. treatment as a client, in which case its relationship with the investment firm shall be subject to the provisions of Articles 79a, 79b and 79e of this Law. Also, in the case of the companies mentioned in the second subparagraph of the previous paragraph, the express confirmation must be obtained that the company agrees to be treated as an eligible counterparty, in a general manner or for each operation. Where the transaction is carried out with a company domiciled in another Member State of the European Union, the company's status as determined by the legislation of that State shall be respected.

Article 79. Obligation of diligence and transparency.

Entities providing investment services should behave with diligence and transparency in the interests of their clients, taking care of such interests as if they were themselves, and in particular by observing the established rules in this chapter and in its regulatory provisions for development.

In particular, investment firms shall not be deemed to act with due diligence and transparency and in the interests of their clients, if in connection with the provision of an investment or ancillary service they pay or receive some fee or commission, or they contribute or receive some non-monetary benefit that does not conform to the provisions of this Law.

Article 79a. Reporting obligations.

1. Institutions providing investment services shall at all times keep their clients properly informed.

2. Any information addressed to customers, including advertising, must be fair, clear and non-misleading. Advertising communications shall be clearly identifiable as such. 3. Customers, including potential customers, will be provided, in a comprehensible manner, with appropriate information on the entity and the services it provides; on financial instruments and investment strategies; on the execution of orders and the associated costs and costs in such a way as to enable them to understand the nature and risks of the investment service and the specific type of financial instrument which is therefore being able to take decisions on investments with knowledge of cause. For such purposes, a potential client shall be deemed to be a person who has had direct contact with the entity for the provision of an investment service, on the initiative of either party. The information referred to in the preceding paragraph may be provided in a standardised format. Information concerning financial instruments and investment strategies shall include appropriate guidance and warnings on the risks associated with such instruments or strategies. 4. The client shall receive from the entity adequate reports on the service provided. Where appropriate, these reports shall include the costs of the operations and services carried out on behalf of the customer. 5. Entities providing investment services shall ensure at all times that they have all the necessary information on their clients, in accordance with the following paragraphs. 6. Where the investment advisory or portfolio management service is provided, the entity shall obtain the necessary information on the customer's knowledge and experience, including potential clients, in the the investment scope corresponding to the particular type of product or service concerned; the financial situation and the investment objectives of that product, in order to enable the institution to recommend the investment services and financial instruments that suit you most. Where the entity does not obtain this information, it shall not recommend investment services or financial instruments to the client or potential client. In the case of professional clients the entity will not have to obtain information about the knowledge and experience of the client. 7. Where services other than those provided for in the previous paragraph are provided, the investment firm must ask the client, including potential clients, to provide information on their knowledge and experience in the field of investment corresponding to the specific type of product or service offered or requested, in order to enable the entity to assess whether the investment service or product is appropriate for the customer. Where, on the basis of that information, the entity considers that the product or investment service is not suitable for the customer, it shall be warned. In addition, where the customer does not provide the information referred to in this paragraph or is insufficient, the entity shall warn him that such decision prevents him from determining whether the investment or product service envisaged is appropriate for him. The warnings provided for in this paragraph may be made in a standardised format. 8. Where the institution provides the service for the execution or receipt and transmission of client orders, with or without the provision of ancillary services, it shall not have to follow the procedure described in the previous paragraph provided that the Following conditions:

(a) The order relates to shares admitted to trading on a regulated market or on a third country equivalent market; to money market instruments; to securities or other forms of securitised debt, except that incorporate an implicit derivative; harmonised collective investment institutions at European level and other non-complex financial instruments. Equivalent markets in third countries shall be considered as those which meet requirements equivalent to those laid down in Title IV. The European Commission shall publish a list of the markets to be considered equivalent, which shall be updated regularly. They shall have the consideration of non-complex financial instruments, in addition to those expressly indicated in the preceding paragraph, those in which the following conditions are met: (i) there are frequent possibilities for sale, reimbursement or other the type of settlement of that financial instrument at publicly available prices for members on the market and which are market prices or prices offered, or validated, by independent assessment systems of the issuer;

(ii) which do not involve actual or potential losses for the customer in excess of the cost of acquiring the instrument; (iii) that sufficient information on its characteristics is available to the public. This information shall be comprehensible in such a way as to enable a medium retail client to issue a well-founded judgment to decide whether to carry out an operation on that instrument.

Non-complex financial instruments shall not be considered: (i) securities giving the right to acquire or sell other marketable securities or to give rise to their cash settlement, determined by reference to marketable securities, currencies, interest rates or yields, raw materials or other indices or measures;

(ii) the financial instruments referred to in Article 2 (2) to (8) of this Law; (b) the service is provided on the initiative of the client; (c) the institution has clearly informed the client that it is not obliged to assess the adequacy of the instrument offered or the service provided and therefore the client does not enjoy the protection provided for in the previous paragraph. Such a warning may be issued in a standardised format; (d) the institution shall comply with Article 70 (1) (d) and Article 70 (1) (d).

Article 79 ter. Record of contracts.

An entity providing investment services shall create a record that includes the contract or contracts that are the subject of the agreement between the company and the client and where the rights and the rights of the client are to be specified. obligations of the parties and other conditions under which the undertaking shall provide the customer service.

It will be mandatory for contracts concluded with retail customers to be written in writing. For the provision of the investment advisory service to such clients, the written or verified evidence of the personalised recommendation shall be sufficient.

Article 79c. Exceptions to the reporting and registration obligations.

The provisions of the two preceding Articles shall not apply where an investment service is offered as part of a financial product which is already subject to other provisions of Community law or standards. common European credit institutions and for consumer credit activity, relating to the risk assessment of clients or to the reporting requirements.

Article 79 quinquies. Compliance with the reporting obligations in the case of the provision of services by another investment firm.

When an entity provides investment services or ancillary services on behalf of a client following instructions from another investment firm, it may rely on the information provided by the client to the client. last. In this case, the company that submits the instructions will be responsible for the complete and accurate information about the customer.

Also, the company that receives the instructions may rely on recommendations provided to the client by another investment firm in respect of the service or the transaction in question. In this case, the one who submits the instructions will be responsible for the adequacy for the client of the recommendations or advice provided. In any event, the undertaking receiving the instructions or orders shall be responsible for the performance of the service or the operation, on the basis of the information or recommendations received, in accordance with the relevant provisions of the present chapter.

Article 79 sexies. Obligations relating to the management and execution of orders.

1. Persons or entities providing investment services shall, when executing client orders, either provide this service independently or in conjunction with another: (a) Adopt reasonable measures to obtain the best possible outcome for the operations of its customers taking into account the price, the costs, the speed and probability in the execution and settlement, the volume, the nature of the operation and any other element relevant to the execution of the order.

(b) Dispose of order management procedures and systems, in terms that are determined to be regulated, that allow for their quick and correct execution and subsequent allocation, so that no customer is harmed when operations are performed for a number of them or are acting on their own account. Such procedures or systems shall allow for the execution of client orders, which are equivalent, according to the time when they were received by the investment firm.

2. In order to comply with the provisions of point (a) of the previous paragraph, institutions shall have a policy of execution of orders which shall define the relative importance attributed to the price, the costs, the speed and efficiency of the execution and settlement, and any other element that they deem relevant to the execution of the order.

Such an order execution policy shall include, for each instrument class, information about the different markets, systems or any other trading venue where the company executes its orders. clients, and factors influencing the choice of the trading venue. It will be necessary for the institution to identify those centres which, in their opinion, will systematically obtain the best possible outcome for the execution of client orders. 3. The entity must inform its clients about its policy of execution of orders, and must obtain its consent before applying it. Where such policy allows the institution to execute the orders on the margins of regulated markets and multilateral trading systems, customers shall be required to know this end by providing their prior and express consent before proceed with the execution of the orders on the margins of the markets or systems identified. Consent may be obtained in general or for each operation in particular. The entity must be able to demonstrate to its customers, at the request of the clients, that they have executed their orders in accordance with the company's policy of execution.

4. When the client of specific instructions on the execution of his order, the company will execute the order following the specific instruction.

In the case of orders from retail customers that have not given specific instructions, the best possible outcome will be determined in terms of total consideration, consisting of the price of the financial instrument and the costs related to the execution, including all expenses incurred by the client directly related to the execution of the order, including the fees of the execution centre, the fees for clearing and settlement; and those other paid to third parties involved in the execution of the order. 5. Entities shall monitor the effectiveness of their systems and their policy of execution of orders in order to detect and, where appropriate, correct any deficiencies. In particular, they will periodically check whether the execution centers included in the order execution policy provide the best possible outcomes for the client or whether it is necessary to change their execution systems. Institutions shall notify their clients of any major changes in their systems or in their policy of execution of orders. 6. The minimum requirements of the order management systems and procedures shall be established; the way to consider the costs and commissions associated with the execution; the rules for the selection of the different systems; or markets and for the execution of orders at a limited price; and the other extremes relating to the policy for the management and execution of orders. '

Fifty-one. Chapter II is added to Title VII, with the following heading:

" CHAPTER II

Market Abuse

Fifty-two. Article 80 is worded as follows:

" Article 80. Subjects obliged.

1. Investment firms, credit institutions, collective investment institutions, issuers, analysts and, in general, any number of persons or entities, directly or indirectly, activities related to the investment, securities markets, they must respect the rules contained in this Chapter.

2. In addition, the entities to which the following Articles 82 and 83 bis apply shall draw up, send to the National Securities Market Commission and comply with an internal rules of conduct in which they shall incorporate the forecasts contained in those articles and in their development provisions. They shall also send a written undertaking to ensure that these internal rules of conduct are updated and that their content is known, understood and accepted by all persons belonging to the organisation to whom it is application. In cases where it is detected that its content does not conform to the above or is not appropriate to the nature or set of activities that the entity or group develops, the National Securities Market Commission may require to incorporate the regulation as many amendments or additions as necessary. "

Fifty-three. Article 84 is worded as follows:

" Article 84. Scope of supervision, inspection and sanction.

Are subject to the supervision, inspection and sanction regime established in this Law, by the National Securities Market Commission:

1. The following persons and entities governed by this Law:

(a) Companies governing secondary markets, with the exclusion of the Banco de España and the governing entities of multilateral trading systems.

(b) The Systems Company, the central counterparties, the Stock Exchange Company and the companies holding the ownership of all the shares of the bodies referred to in point (a), as well as other clearing systems and the liquidation of the markets which are created under the provisions of this Law. c) Spanish investment services companies, extending this competence to any office or center within or outside the national territory. (d) non-Community investment firms operating in Spain. (e) Agents of entities providing investment services. (f) the management companies of the investment guarantee funds. (g) Who, not being included in the preceding letters, have the status of a member of an official secondary market, or of the entity that compense and liquorates their operations.

2. The following persons and entities, in terms of their actions related to the Stock Market:

a) The issuers of securities. (b) Credit institutions and their agents, extending that competence to any branch open outside the national territory, as well as non-Community credit institutions operating in Spain. (c) investment firms authorised in another Member State of the European Union operating in Spain, in the terms laid down in this Law and in their development provisions including their related agents and branches in national territory, as well as, on the same terms, branches in Spain of credit institutions authorised in another Member State of the European Union. (d) the other natural or legal persons as soon as they may be affected by the rules of this Law and its implementing provisions.

3. Persons resident or domiciled in Spain who directly or indirectly control investment firms in other Member States of the European Union, within the framework of the partnership with the authorities responsible for the the supervision of such undertakings, as well as the holders of significant shareholdings for the purposes of compliance with the provisions of Article 69 of this Law.

4. Entities that are part of the consolidated groups of investment services companies referred to in Article 86 of this Law, to the sole effects of the compliance at the consolidated level of the requirements of own resources and of the limitations that may be established on investments, operations or positions involving high risks. 5. Entities forming part of the consolidated groups of which the entities referred to in points (a) and (b) of paragraph 1 are dominant, to the sole effect of the obligation to consolidate their annual accounts and of the limitations that may be established in relation to their activity and patrimonial balance. 6. The natural persons and non-financial institutions referred to in Article 86 (9), for the sole purpose of this paragraph. 7. Any person or entity for the purpose of verifying whether it infringes the name and activity reserves provided for in Articles 64, 65 and 65 bis. In the case of legal persons, the powers that correspond to the National Securities Market Commission in accordance with the foregoing paragraphs may be exercised on those who hold positions of administration, management or similar positions. The provisions of this Article shall be without prejudice to the powers of supervision, inspection and sanction which correspond to the Autonomous Communities which are conferred on them by the decision-making bodies of secondary markets. autonomic and, in relation to transactions on securities admitted to trading on the same basis, on the other persons or entities concerned in the first two preceding paragraphs. For the purposes of the exercise of those powers, the relevant provisions of this Title shall be of a basic nature, except for references to state bodies or bodies. The National Securities Market Commission may conclude agreements with Autonomous Communities with competence in the field of securities markets in order to coordinate their respective actions. 8. With regard to the provisions of Articles 81, 82 and 83, and without prejudice to the powers of the Autonomous Communities, the National Securities Market Commission shall have jurisdiction not only for acts carried out on the territory of Spain or outside of which they relate to marketable securities and other financial instruments admitted to trading on an official secondary market or for which an application for admission to trading has been made in one of those markets, but also in respect of acts carried out on Spanish territory in relation to securities and other securities financial instruments admitted to trading on a regulated market in another Member State of the European Union or for which an application for admission to trading has been made in one of those markets. '

Fifty-four. Article 85 is worded as follows:

" Article 85. Powers of the National Securities Market Commission. Supervision and inspection.

1. The National Securities Market Commission shall have all the powers of supervision and inspection necessary for the exercise of its functions. These powers may be exercised by: (a) directly;

(b) in collaboration with other authorities, national or foreign, in the terms provided for in this Law and its implementing rules; (c) by application to the competent judicial authorities. In particular, it may request the freezing or freezing of assets.

2. In the form and with the limitations laid down in the legal order, the supervisory and inspection powers of the National Securities Market Commission shall include at least the right to:

(a) access any document in any form and receive a copy thereof; (b) require information from any person and, if necessary, quote and make a statement to a person for information; inspections with a physical presence in any office or dependency of the entities and undertakings; (d) requiring the telephone and data traffic records to be provided; (e) requiring the cessation of any practice which is contrary to the provisions of the established in this Law and its implementing rules; (f) to apply for the freezing of assets; require the temporary prohibition to engage in professional activity; (h) to obtain from the auditors of the investment firm and the companies governing the official secondary markets any information they have obtained in the (i) take any measure to ensure that investment firms and official secondary markets continue to comply with the legal requirements; (j) agree to suspend or limit the type or volume of the measure. of the operations or activities which natural or legal persons may do on the market (k) agree to suspend or exclude the negotiation of a financial instrument either in an official secondary market or in a multilateral trading system; (l) to refer matters for criminal prosecution; (m) to authorise auditors or experts to carry out verifications or investigations, in accordance with the provisions of Article 91 (4) (c), in the exercise of the function of checking the periodic information referred to in Article 35.4 of the Law, the National Securities Market Commission may; (i) Collect from the auditors of the accounts of the issuers whose securities are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union, by means of a written request, as many information or documents as are necessary, in accordance with the established in Law 19/1988 of 11 July of Audit of Accounts. The disclosure by auditors of the information required by the National Securities Market Commission pursuant to the provisions of this Article shall not constitute a breach of the duty of secrecy.

(ii) Require issuers whose securities are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union to publish additional information, reconciliations, corrections or, where appropriate, reformulations of the periodic information.

The measures referred to in points (e), (i), (j) and (k) may be adopted as a provisional measure in the course of a criminal case or outside the exercise of the power of sanction, in accordance with the provisions of the established in Articles 771, 91, 91a, 991 and 127 of this Law, provided that it is necessary for the effective protection of investors or the proper functioning of the markets, and shall be maintained as long as the cause for which investors have been motivated. The National Securities Market Commission may make public any measure taken as a result of non-compliance with the applicable rules, unless its disclosure could put the stock markets at serious risk or cause a Disproportionate damage to the persons concerned. Where the measures referred to in points (e), (g), (j) and (n) are carried out on institutions subject to the supervision of the Banco de España, either as a precautionary measure in a sanctioning procedure, be it outside the exercise of the powers of the Bank. Penalties must be notified in advance of the said body. In addition, in the case of the measures referred to in point (f), the prior report of that body shall be required.

3. Pursuant to the provisions of the preceding paragraph, the natural and legal persons listed in Article 84 shall be required to make available to the Commission how many books, records and documents, whatever their support, is considered to be precise, including computer software and magnetic, optical or any other class.

The natural persons are obliged to appear before the Commission's summons for the taking of a statement. To the extent necessary for the effective exercise by the Commission of its supervisory and inspection tasks, persons or entities providing any type of professional service to the persons referred to in the preceding paragraph are required to provide as much data and information as required by the latter, in accordance with the provisions, where appropriate, in the specific rules governing their profession or activity. Also, the actions of verification and investigation, including the taking of statements, may be developed, at the choice of the services of the National Securities Market Commission:

(a) In any office, office or agency of the entity or person inspected or of its representative.

b) On the premises of the National Securities Market Commission or other administration bodies.

Where verification and investigation actions are carried out in the places referred to in point (a) above, the working day of the same shall be observed, without prejudice to the fact that agreement may be made in other places. hours and days.

4. The auditors of investment firms are obliged to communicate to the National Commission of the Market of Securities as referred to in the final provision of Law 19/1988 of 12 July of Audit of Accounts. 5. The National Securities Market Commission may, in writing or in writing, require the persons and entities listed in Article 84 to immediately publish the information it deems relevant to its activities. (a) the value of the securities market or the market share of the securities market. Failure to do so directly by the obligated will be done by the National Securities Market Commission itself. "

Fifty-five. Article 86 (6) and (15) are worded as follows:

" 6. They shall be part of the consolidable group: (a) Investment service undertakings.

(b) Credit institutions, without prejudice to the second subparagraph of Article 8 (3) of Law 13/1985 of 25 May 1985, of investment coefficients, own resources and information obligations of the financial intermediaries. (c) The investment companies would be mobile. (d) the management companies of collective investment institutions, the management companies of mortgage or asset-backed securities, as well as the management companies of pension funds, the sole object of which is administration and management; of these funds. (e) Venture capital companies and venture capital fund management companies. (f) entities whose principal activity is the holding of shares or units, except in the case of mixed financial holding companies subject to supervision at the level of financial conglomerate.

Also, they will be part of the consolidable group of investment services companies the instrumental companies whose main activity involves the prolongation of the business of some of the entities included in the consolidation, or include the provision to these ancillary services.

The National Securities Market Commission may authorize the individual exclusion of an entity from the consolidable group of investment services companies:

(a) where the entity concerned is situated in a non-Member State of the European Union where there are legal obstacles to the transmission of the necessary information;

(b) where the entity concerned does not present a significant interest, in the opinion of the competent authorities, with respect to the objectives of the supervision of the investment services undertakings and, in any case, when the balance sheet total of the institution concerned is lower than the lowest of the following two amounts: EUR 10 million or 1% of the balance sheet total of the group's dominant entity; (c) where the consolidation of that entity is (a) inappropriate or liable to mislead from the point of view of the objectives of the supervision of that group.

Where, in the cases referred to in point (b), several undertakings meet the criteria referred to therein, they shall nevertheless be included in the consolidation provided that the group of such entities has an interest significant with respect to the objectives. " ' 15. All entities or undertakings that are part of a consolidated group of investment firm undertakings shall ensure that their systems, procedures and mechanisms are consistent, well integrated and appropriate for the provision of information that is necessary for compliance with the standards required for the group, as well as for the provision of any relevant data and information for supervisory purposes. '

Fifty-six. Article 87 is worded as follows:

" Article 87. Own resources of the consolidable groups and relations with other supervisors.

1. Where other types of entities subject to specific requirements of own resources exist in a consolidated group of investment firms, the group shall, for the purposes of the adequacy of such resources, be the highest of the (a) The following measures: (a) The necessary to achieve the minimum levels to be established as provided for in Article 70 (1) (a).

(b) The sum of the own resources requirements established for each class of entity members of the group, calculated on an individual or sub-consolidated basis according to their specific rules.

2. Compliance by the group with the provisions of the preceding paragraph shall not exonerate financial institutions incorporated in it, whatever their nature, from individually complying with their own resources requirements. To this end, they shall be supervised on an individual basis by the body which corresponds to its nature.

3. The conditions under which the National Securities and Exchange Commission may not demand individual compliance with the requirements of own resources to the Spanish investment services companies will be determined. integrated into a group of those referred to in Article 86 (4) (a) and (b). In addition, the National Securities Market Commission may adopt other measures to ensure an adequate distribution of own resources and risks between the entities that make up the consolidable group and, in any event, monitor the situation. individual solvency of each of the entities that are part of those groups. 4. Any rule that is dictated in development of what this law provides for and which may affect financial institutions subject to the supervision of the Banco de España or the Directorate General of Insurance and Pension Funds will be given prior to these reports. bodies. 5. Provided that in a consolidated group of investment firms there are entities subject to supervision on an individual basis by a body other than the National Securities Market Commission, it is, in the exercise of powers that this law confers on them on those entities, it shall act in a coordinated manner with the supervisory body which in each case corresponds. The Minister for Economic Affairs and Finance may lay down the rules necessary to ensure proper coordination. 6. The Minister of Economy and Finance, after a report of the National Securities Market Commission, on a proposal from the Banco de España, may agree that a group of investment services companies in which one or more credit institutions are integrated (a) to be eligible for a deposit guarantee fund, to be considered as a consolidated group of credit institutions and thus to be subject to supervision on a consolidated basis by the Banco de España. '

Fifty-seven. An Article 87a is added, with the following literal wording:

" Article 87a. Supervision of the solvency of investment firms and their consolidated groups.

1. It shall be the responsibility of the National Securities Market Commission, in its capacity as the authority responsible for the supervision of investment firms and their consolidable groups: (a) to review the systems, be they agreements, strategies, procedures or mechanisms of any kind, applied to comply with the solvency rules contained in this Law and the provisions that develop it;

b) assess the risks to which investment firms or their groups are or may be exposed; (c) from the review and assessment referred to in the preceding letters, to determine whether the systems referred to in point (a) and the own funds held ensure sound management and cover, respectively, of their risks.

The National Securities Market Commission will be able to make its own, and transmit as such investment firms and their groups, the guides that, addressed to them, approve the active international organizations or committees, on the appropriate criteria, practices or procedures in order to promote appropriate risk assessment and better compliance with the rules of organisation and discipline.

The analyses and assessments referred to in points (a) and (b) above shall be updated at least annually. 2. The National Securities Market Commission shall accumulate statistical data on the fundamental aspects of the application of the solvency rules of the investment services companies contained in this Law and shall disclose periodically, at least on its website, the following information relating to such legislation:

(a) the text of the laws, regulations and administrative provisions, as well as the guidelines adopted in this respect as the authority responsible for the control and supervision of investment firms and their groups;

(b) the way in which the discretionary options and powers allowed to the Member States by the European Union Directives relating to the abovementioned rules have been exercised in Spain; c) the criteria and methodology followed by the National Securities Market Commission to review the agreements, strategies, procedures and mechanisms applied by investment firms and their groups in order to comply with the regulations and to assess the risks to which the same ones are or could be exposed.

3. In addition, where an investment firm does not comply with the requirements set out in this Law or in its implementing rules, it shall determine minimum requirements for own resources or require an organisational structure or mechanisms and appropriate internal control procedures, the National Securities Market Commission may adopt, inter alia, the following measures:

(a) obliging investment firms and their groups to maintain their own resources in addition to those required at a minimum. The National Securities Market Commission shall at least do so whenever it appreciates serious deficiencies in the organisational structure of the investment firm or in the internal control procedures and mechanisms, including in (a) in particular those referred to in Article 70.3 of this Law, or whenever it determines, in accordance with Article 87 (1) (c), that the systems and the own funds held under that provision do not guarantee a management and sound coverage of the risks. In both cases the measure must be taken when the National Securities Market Commission considers it unlikely that the mere implementation of other measures will improve such deficiencies or situations within an appropriate time frame. (b) to require investment firms and their groups to strengthen the procedures, mechanisms and strategies adopted to meet these requirements. (c) to require investment firms and their groups to implement a specific policy, either for the provision of provisions, or for the distribution of dividends or other treatment for assets subject to weighting for the purposes of the own resources requirements, either to reduce the risk inherent in their activities, products or systems. (d) to restrict or limit the business, operations or network of investment firms.

The provisions of this paragraph shall be without prejudice to the application of the penalties which in each case proceed in accordance with the provisions laid down in this Law. "

Fifty-eight. The second paragraph of Article 88 is worded as follows:

" In all cases of the confluence of supervisory and inspection powers between the National Securities Market Commission and the Banco de España, both institutions will coordinate their actions under the principle that the the functioning of the securities markets, including the internal organisation issues referred to in Article 70b (1), corresponds to the National Securities Market Commission, and the supervision of the solvency as well as the (a) the remaining internal organisation issues will fall on the institution holding the record. In order to coordinate the respective supervisory and inspection powers, the National Securities and Exchange Commission and the Banco de España will be required to enter into agreements in which their respective responsibilities are specified. "

Fifty-nine. Article 90 is worded as follows:

" Article 90. Professional secrecy.

1. The access of the General Cortes to the information submitted to the duty of secrecy will be carried out through the President of the National Securities Market Commission, in accordance with the provisions of the parliamentary regulations. To this end, the President of the National Securities Market Commission may request the competent bodies of the Chamber to hold a secret session or to apply the procedure laid down for access to the materials. classified.

Members of a Parliamentary Committee of Inquiry who receive information of a reserved nature shall be obliged to take the appropriate measures to ensure their reservation. 2. Information or confidential data which the National Securities Market Commission or other competent authorities have received in the exercise of their functions related to the supervision and inspection provided for in this or other laws may be released to any person or authority. The reservation shall be deemed to be lifted from the moment when the persons concerned make public the facts to which they relate. Without prejudice to the provisions of this Article and to the cases referred to in criminal law, no confidential information which they may receive in the performance of their duties may be disclosed to any person or authority, except in the form of generic or collective to prevent the specific identification of investment firms, companies that are governing the markets, regulated markets or any other person to which this information relates. 3. All persons who perform or have performed an activity for the National Securities Market Commission and have had knowledge of reserved data are required to keep secret. Failure to comply with this obligation shall determine the criminal and other responsibilities provided for by the laws. These persons may not provide a statement or testimony, or publish, communicate, display data or documents reserved, even after they have ceased their service, except for the express permission granted by the competent organ of the National Commission. of the Stock Market. If such permission is not granted, the person concerned shall keep the secret and shall be exempt from the responsibility. 4. Except for the obligation of secrecy laid down in this Article:

(a) When the data subject expressly consents to the dissemination, publication or communication of the data.

(b) The publication of aggregated data for statistical purposes, or in summary or aggregate communications, so that individual entities cannot be identified even indirectly. (c) the information required by the competent judicial authorities or the Prosecutor's Office in criminal proceedings, or in a civil trial, although in the latter case the obligation of secrecy shall be maintained in all cases relating to the requirements; the prudential rules of an investment firm. (d) information which, in the context of the proceedings of an investment firm, is required by the judicial authorities, provided that they do not deal with third parties involved in the reflection of the entity. (e) Information which, in the context of administrative or judicial remedies instituted in respect of administrative decisions given in the field of the management and discipline of the securities markets, is required by the authorities competent administrative or judicial authorities. (f) The information that the National Securities Market Commission has to facilitate for the fulfilment of its respective functions to the Autonomous Communities with competence in matters of Stock Exchanges; to the Bank of Spain; to the General of Insurance and Pension Funds; to companies which are responsible for official secondary markets in order to ensure the regular functioning of the secondary markets; to the guarantee funds of investors; to the financial controllers or syndicates of a the investment firm or an entity in its group, designated in the relevant administrative or judicial procedures, and auditors of the accounts of investment firms and their groups. (g) Information which the National Securities and Exchange Commission has to provide to the authorities responsible for the fight against money laundering pursuant to Law 19/1993 of 28 December 1993 on certain measures of prevention of money laundering, as well as communications which, by way of exception, may be carried out pursuant to Articles 93 and 94 of Law 58/2003 of 17 December 2003, General Tax, subject to an indomitable authorization of the Minister for Economic Affairs and Finance. For these purposes, the collaboration agreements concluded by the National Securities Market Commission with supervisory authorities in other countries should be taken into account. (h) The information required by a Parliamentary Committee of Inquiry, in accordance with its specific legislation. (i) Information which the National Securities and Exchange Commission decides to provide to a system or chamber of clearing and settlement of a Spanish market, where it considers that they are necessary to ensure the proper functioning of such a system; systems for any non-compliance, or possible non-compliance, to occur on the market. (j) The information which the National Securities Market Commission has to provide, in order to fulfil its functions, to the bodies or authorities of other countries where the public oversight function of the institutions of the credit, insurance companies, other financial institutions and financial markets, or the management of deposit guarantee schemes or investor compensation, provided that there is reciprocity, and that the bodies and the authorities are subject to professional secrecy under conditions which, at least, are comparable to those of established by the Spanish laws. (k) Information that for reasons of prudential supervision or sanction of investment firms and financial institutions or institutions subject to the scope of this law, the National Securities Market Commission has to give to be known to the Ministry of Economy and Finance or to the authorities of the Autonomous Communities with competence in the field of securities markets.

5. The judicial authorities which receive from the National Securities Market Commission reserved information shall be required to take the appropriate measures to ensure the reservation during the substantiation of the process concerned. The other authorities, persons or entities which receive information of a reserved nature shall be subject to the professional secrecy laid down in this Article and shall not be able to use it but in the context of the performance of their duties. legally established. '

Sixty. Article 91 is worded as follows:

" Article 91. Cooperation of the National Securities Market Commission with the competent authorities of the Member States of the European Union.

1. The National Securities Market Commission shall cooperate with the competent authorities of the Member States whenever it is necessary to carry out the functions set out in this law, making use of all the powers conferred on it. gives you credit.

The National Securities Market Commission shall provide assistance to the competent authorities of the other Member States. In particular, it shall exchange information and collaborate in research or surveillance activities. The National Securities Market Commission may exercise its powers for cooperation purposes, even in cases where the conduct under investigation does not constitute an infringement of the rules in force in the Spanish State. 2. Where official secondary markets establish mechanisms in other Member States to permit remote access and the operations of that market, given the situation of the securities markets in the host Member State, they have charged a substantial importance for the functioning of markets and the protection of investors in that State, the National Securities Market Commission and the competent authority of the host Member State shall establish cooperation mechanisms provided. Furthermore, where a regulated market in another Member State has established mechanisms for remote access in Spain, and operations carried out in Spain, in view of the situation of the Spanish stock markets, have taken substantial importance for the functioning of markets and the protection of investors in Spain, the National Securities Market Commission and the competent authority of the Member State of origin of the regulated market shall establish mechanisms of cooperation provided. For the purposes of this paragraph, operations shall be understood to be of substantial importance when the provisions of Article 16 of Regulation 1287/2006 of the Commission of 10 August 2006 implementing the provisions of the Treaty are complied with. Directive 2004 /39/EC of the European Parliament and of the Council, as regards the obligations of investment firms to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and terms defined for the purposes of that Directive. 3. Where the National Securities Market Commission has reasonable grounds to suspect that entities not subject to its supervision are carrying out or have carried out activities in the territory of another Member State (a) the national regulatory authority shall, in accordance with the provisions of Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on the markets in financial instruments, notify it in a manner as specified as possible to the authority of the financial instruments competent authority of that Member State. This communication shall be without prejudice to the powers that the National Securities Market Commission may exercise. Also, where the National Securities Market Commission receives a notification from the competent authority of another Member State that has reasonable grounds to suspect that entities not subject to its supervision are performing or have performed in Spanish territory activities contrary to this Law, and to its provisions of development, must take the necessary measures to correct this situation. In addition, it shall communicate to the notifying competent authority the outcome of its intervention and, as far as possible, significant interim progress. 4. The National Securities Market Commission may request the cooperation of the competent authority of another Member State in a supervisory activity, for an 'in situ' verification or an investigation related to the matters covered by the national rules transposing Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on the markets in financial instruments. In the case of investment firms authorised in another Member State, which are remote members of an official secondary market, the National Securities Market Commission may choose to address them directly, in which they are authorised in another Member State. The competent authority of the Member State of origin of the remote member shall be duly informed. If the National Securities Market Commission receives a request for an 'in situ' verification or an investigation, within the framework of its powers:

a) will perform the verification or investigation itself;

(b) allow the authorities that have submitted the application, or (c) to allow it to be carried out by auditors or experts.

5. The National Securities Market Commission, in respect of matters governed by Chapter II of Title VII, or its implementing rules, may ask the competent authorities of other Member States to carry out an investigation into the matter. territory. It may also request that members of its staff be allowed to accompany the staff of the competent authority of that other Member State in the course of the investigation.

The competent authorities of other Member States may also request the National Securities Market Commission to carry out investigations in respect of the above and in the same matters. conditions. The National Securities Market Commission may refuse to grant applications for research to which it refers, or for its staff to be accompanied by the staff of the competent authority of another Member State, where this may be to the detriment of sovereignty, security or public order, or where a judicial proceeding has been initiated for the same facts and against the same persons before the Spanish authorities, or where a final judgment has been given to them of a Spanish judge or tribunal for the same facts. In this case, the competent authority which made the request shall be duly notified, providing it with the most detailed information on such a procedure or judgment. All requests for assistance that are made or received under this section by the Autonomous Communities with competence in the matter will be dealt with through the National Securities Market Commission. If the request of the National Securities Market Commission is rejected or is not completed within a reasonable time, it may be brought to the attention of the European Committee of Securities Supervisors (CESR), where the matter should be discussed. to find a quick and effective solution. "

Sixty-one. An Article 91a is added, with the following literal wording:

" Article 91a. Exchange of information from the National Securities Market Commission with the competent authorities of the Member States of the European Union.

1. The National Securities Market Commission shall immediately provide the competent authorities of other Member States of the European Union with the information necessary for the performance of their tasks as required by them.

2. Where the National Securities Market Commission communicates information related to matters covered by the national rules transposing Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on the markets for financial instruments, the competent authorities of other Member States should indicate whether the information can be disclosed only with their express consent. Where the National Securities Market Commission receives information from the competent authorities of other Member States and those authorities have indicated that the information may be disclosed only with their express consent, the Commission Securities Market National shall use that information exclusively for the purposes of which that authority has authorised. 3. The National Securities Market Commission may transmit information pursuant to paragraph 1 of this Article and Articles 85.4 and 991 to the Bank of Spain and the General Directorate of Insurance and Pension Funds. It shall not transmit such information to other bodies or natural and legal persons without the express consent of the competent authorities which have disclosed it and only for the purposes for which those authorities have given their consent. consent, except in duly justified circumstances. In the latter case, the National Securities Market Commission shall immediately inform the competent authority of the Member State which sent the information. 4. The National Securities Market Commission, as well as other natural and legal entities or persons receiving confidential information pursuant to paragraph 1 of this Article or to Articles 85.4 and 91 quater may only use it in the exercise of their duties, in particular:

(a) to verify compliance with the conditions governing access to the business of investment firms and to facilitate the supervision, on an individual or consolidated basis, of the exercise of such activity; in particular with regard to the capital adequacy requirements imposed by the applicable rules, administrative and accounting procedures and internal control mechanisms;

b) to supervise the proper functioning of the trading venues; (c) to impose sanctions; (d) in the case of an administrative appeal against decisions of the competent authorities; (e) in judicial proceedings; Extra-judicial mechanisms to resolve investor complaints.

5. The provisions of the preceding paragraphs shall apply as regards the arrangements applicable to the request for the supply or exchange of information, in accordance with Article 15 of Commission Regulation (EC) No 1287/2006 of 10 August 2000. Directive 2004 /39/EC of the European Parliament and of the Council on the obligations of investment firms to carry out a register, information on transactions, market transparency, the provision of services to the public, the European Parliament, the European Parliament and the Council admission to trading of financial instruments, and terms defined for the purposes of that Directive.

6. The provisions of the foregoing paragraphs shall not prevent the National Securities Market Commission from transmitting to the European System of Central Banks and the European Central Bank, as a monetary authority and, to the Bank of Spain, the same condition that the former as well as the authority responsible for supervising payment and settlement systems, the confidential information necessary for the performance of their duties. Likewise, the authorities shall not be prevented from communicating to the National Securities Market Commission the information which it may need to carry out the functions corresponding to it in accordance with this Law. 7. Upon receipt of an application for the exchange of information relating to the subject matter of Chapter II of Title VII, the National Securities Market Commission shall immediately provide the required information. Where appropriate, the National Securities Market Commission shall immediately take the necessary measures to collect the requested information. If the National Securities Market Commission cannot transmit the information requested immediately, it shall communicate the reasons to the requesting authority. The information provided by the National Securities Market Commission will be covered by professional secrecy. The National Securities Market Commission may refuse to grant a request for information in accordance with the provisions of Article 9b. Where the National Securities Market Commission refers a request for information to the competent authority of a Member State and is rejected or is not being followed within a reasonable time, it shall be brought to the attention of the European Committee of Securities Supervisors (CESR) who will have to discuss the matter in order to find a quick and effective solution. The information that the National Securities Market Commission receives in accordance with the provisions of this paragraph may only be used in the framework of administrative or judicial procedures specifically related to the exercise of its functions, except where the authority which forwarded the information has authorised its use for other purposes or the transmission to the competent authorities of other States. 8. In the case of solvency requirements governed by this law and its implementing provisions, the National Securities Market Commission shall provide the competent authorities of other Member States of the European Union with interest, on its own initiative, any information that is essential for the exercise of its supervisory tasks, and, when requested, all relevant information for the same purpose. The information referred to in the preceding subparagraph shall be considered essential where it can materially influence the assessment of the financial soundness of an investment firm or a financial institution of another Member State of the European Union, including in particular:

(a) The identification of the structure of the group with subsidiaries or investees in the relevant Member State, and the shareholding structure of the main investment services companies of a group.

b) The procedures followed for the collection and verification of the information requested from the group's entities. (c) adverse developments in the solvency situation of a group or its entities which may seriously affect its investment firms. (d) Important sanctions and exceptional measures taken, in particular the request for additional own resources as provided for in this Law and the imposition of limitations on the use of internal methods of measurement of operational risk. "

Sixty-two. An article 91 ter is added, with the following literal wording:

" Article 91 ter. Refusal to cooperate or exchange of information.

The National Securities Market Commission may refuse to grant a request for cooperation in an investigation, an 'in situ' verification or a supervision pursuant to Article 91 (4) or to exchange information in accordance with Article 91a (1) to (5) only if: (a) such investigation, verification 'on the spot', supervision or exchange of information may undermine the sovereignty, security or public order;

b) a judicial procedure has been initiated for the same facts and against the same persons; c) a firm judicial decision has already been issued with respect to the same persons and the same facts. The National Securities Market Commission shall notify the requesting competent authority accordingly, providing as much information as possible. "

Sixty-three. An article 9c is added, with the following literal wording:

" Article 9c. Cooperation of the National Securities Market Commission with the competent authorities of third States.

1. The National Securities Market Commission may conclude cooperation agreements providing for the exchange of information with the competent authorities of third countries, provided that the information disclosed is subject to a secret guarantee. at least equivalent to that required under Article 90 and there is reciprocity. This exchange of information shall be intended to carry out the tasks entrusted to the competent authorities.

The National Securities Market Commission may transfer personal data to third countries in accordance with Title V of Organic Law 15/1999 of 13 December on the Protection of Personal Data. The National Securities Market Commission may also conclude cooperation agreements providing for the exchange of information with third-country authorities, bodies and natural and legal persons responsible for:

(a) the supervision of credit institutions, other financial organizations, insurance companies and financial markets;

(b) the liquidation and bankruptcy of investment firms and other similar procedures; (c) the conduct of audits of the statutory accounts of investment firms and other entities financial institutions, credit institutions and insurance undertakings, in the exercise of their supervisory functions, or the administration of compensation schemes, in the performance of their duties; (d) the supervision of the bodies involved in the the liquidation and bankruptcy of investment firms and other similar procedures. Such exchange of information should be aimed at the performance of the tasks of those authorities or bodies or natural or legal persons.

2. Where the information originates in another Member State, it may be disclosed only with the express agreement of the competent authorities which transmitted it and, where appropriate, only for the purposes for which those authorities have given their consent. The same provision shall apply to information provided by the competent authorities of third countries. '

Sixty-four. New points (i), (j), and (k) are added to Article 92, with the following wording, and point (e) is repealed:

" (i) A record of official secondary markets, of which the supervisory bodies of the other Member States of the European Union and the European Commission shall be informed of the content and amendments.

j) A record of the Spanish multilateral trading systems. (k) a register of credit institutions and investment firms undertaking the activity governed by Chapter III of Title XI of this Law. "

Sixty-five. The fifth subparagraph of Article 97 (1) is reworded, with the following wording:

" Where the infringing entity is a Spanish credit institution or a branch of a credit institution of a State that is not a member of the European Union, it shall be required for the imposition of the corresponding penalty on Report of the Banco de España. '

Sixty-six. Article 99 is worded as follows:

" Article 99.

Constitute very serious infringements of the natural and legal persons referred to in Article 95 of this Law the following acts or omissions: (a) The exercise, not merely occasional or isolated, by the collecting societies of the Stock Exchanges and other official secondary markets, the Stock Exchange Company, the Systems Society, the central counterparties, clearing and settlement systems or the management companies of the guarantee funds investment in activities without authorisation or, in general, outside its social object.

(b) The admission of financial instruments to trading on the official secondary markets by their collecting societies without prior verification, as provided for in Article 32 of this Law, as well as their suspension or exclusion from negotiation by agreement of the collecting societies with non-compliance with the provisions of Articles 33 and 34 of this Law. (c) Non-compliance, not merely occasional or isolated, by the companies governing the official secondary markets, excluding the Banco de España, by the multilateral trading systems, the Society of Systems, the the central counterparty and the clearing and settlement systems of the regulatory standards for such markets or systems, including their respective Regulations, or regulatory standards for their own activities. (d) failure to comply with the consolidation obligation laid down in Article 86 of this Law. (e) The lack of investment firms, their consolidable groups or the financial conglomerates in which they are incorporated in the accounts and registers legally required, with essential services or irregularities preventing them from being know the financial and financial situation of the institution, the consolidable group or the financial conglomerate to which they belong, or the nature of the operations in which they mediate or intervene. (a) to present investment firms, the consolidable groups of investment firms and the financial conglomerates in which they are integrated, and in the administrative and accounting procedures; internal control mechanisms, including those relating to risk management; or in its organisational structure, where such deficiencies jeopardise the solvency or the viability of the institution or that of the consolidable group or financial conglomerate; which belongs. (b) Failure to comply with specific policies which, in particular, have been required by the National Securities Market Commission for an investment firm or a consolidated group in the field of provisions, dividends, treatment of assets or reduction of the risk inherent in their activities, products or systems, where such non-compliance consists of not having adopted those policies within the time limit and conditions set for that purpose by the Commission National of the Securities Market and the non-compliance endanger the solvency or viability of the the investment firm or the group. (c) The failure to comply with the restrictions or limitations imposed by the National Securities Market Commission on the business, operations or network of a particular investment firm or group. (f) the infringement of the prohibition laid down in the fourth paragraph of Article 12 by members of official secondary markets, multilateral trading systems and entities in charge of accounting records; as well as the holding by the latter of the accounting records corresponding to securities represented by means of an account of late, inaccuracy or other substantial irregularity. (g) Non-compliance by participating entities in systems managed by the Systems Society or in other systems of clearing and settlement of official secondary markets or multilateral trading systems of the rules governing their relations with the relevant central accounting records. (h) the non-issue by the members of the official secondary markets or the multilateral trading systems of the supporting documents of the operations referred to in point (c) of Article 44 of the Law, or the failure to deliver the same to their clients, except that they have a purely occasional and isolated character, as well as the circumstance of not reflecting in those their real terms. (i) failure to comply with the provisions of Article 883 (b) of this Law, where there is a significant change in the contribution; (j) Non-compliance with the obligations provided for in Article 41 of the Law. (k) the reduction of the own resources of investment firms or of the consolidated group or financial conglomerate to which they belong, at a level of less than 80% of the minimum laid down by law on the basis of the risks assumed, or below the same percentage of the own resources requirements required, if any, by the National Securities Market Commission to a particular company or group, remaining in this situation for at least six months. consecutive months. (l) The lack of procedures, policies or measures referred to in Article 70b (1) and (2) of this Law or the non-compliance, not merely occasional or isolated, of the obligation to carry out the records set out in point (e) Article 70 (1) or its conduct with essential vices, and the failure to comply with the obligation of effective separation laid down in Article 70b (1) (f) and in Article 70b (2) (c) in respect of the application of Article 70 (2) (c) of the Treaty. the form to be determined by regulation. (a) The lack of referral by investment services companies to the National Securities Market Commission for how much data or documents should be sent to them in accordance with this law and its implementing rules, or is required in the exercise of its functions, or its lack of veracity, when this is made difficult to assess the solvency of the entity or the consolidated group or financial conglomerate in which it is integrated. For the purposes of this letter, it will be understood that there is a lack of remission when it does not occur within the period granted to the effect by the National Securities Market Commission when it recalls in writing the obligation or to reiterate the requirement. (ll) The non-referral, in a repeated manner, to the National Commission of the Market in the Securities of Communications referred to in Article 59a. (m) The non-compliance by the entities referred to in Articles 35 and 86 of the Law of the obligation to submit their annual accounts and individual and consolidated management reports to the review defined in Article 35.1 of the auditor; failure to comply with the obligations for the referral of the regulated information provided for in Article 35, where there is an interest in concealment or gross negligence on the basis of the relevance of the unrealised communication and the the delay in which it was incurred, as well as the supply to the National Commission of the Securities Market regulated financial information with inaccurate or non-truthful data, or misleading information or maliciously omitting relevant aspects or data. (n) the performance of public tenders for sale or subscription or admission to trading without meeting the requirements of Articles 25.3 and 4, 26.1, 30a or 32, the placing of the issue without complying with the basic conditions laid down in the prospectus, in the event that such a document is to be drawn up, or the omission of relevant data or the inclusion of inaccuracies, falsehoods or data which mislead the document, where, in all of these cases, the amount of the offer or the (n) the non-compliance by the issuers of the securities, or the number of investors concerned, are significant. securities, the obligation laid down in Article 82 where serious injury to the market is derived, the failure to comply with the requirements of the National Securities Market Commission pursuant to Article 89 and the supply to the National Market Commission of inaccurate or non-truthful data values, or the contribution to it of misleading information or which maliciously omits relevant aspects or data. (o) Failure to comply with the obligations laid down in Article 81.2 of this Law, where the volume of the resources or securities or financial instruments used in the commission of the infringement is relevant or the infringer have been aware of the information by virtue of their status as a member of the administrative, management or supervisory bodies of the issuer, for the pursuit of their profession, job or duties or appear or should have been registered in the registers to which they are refer to Articles 83 and 83 bis of this Law. or (a) Failure to comply with the obligation to adopt preventive measures laid down in Articles 81.4, 83 and 83 bis of this Law, where such non-compliance has taken place on the occasion of a particular insider trading operation in accordance with the provisions of Article 81 of the the same. (p) Failure to comply with the duty of information provided for in Articles 35a, 53 and 53 bis of this Law where there is an interest in concealment or gross negligence, taking into account the relevance of the unrealised communication and the delay in which it was incurred. (q) Failure to comply with the activity reserve provided for in Articles 64, 65 and 65 bis, as well as the performance by investment firms or by any natural or legal person of activities for which they are not authorised; non-compliance by an investment firm or by its staff of the rules laid down pursuant to Article 65a. (q) The delegation by entities providing investment services of functions to third parties when this decreases the internal control or supervisory capacity of the National Securities Market Commission. (r) Failure to comply with the obligations laid down in Article 60 and 61 of this Law and in the rules laid down in this Article. In particular:

-Failure to comply with the obligation to present a public offering for the acquisition of securities; its presentation outside the maximum time limit established or with essential irregularities to prevent the National Market Commission from Values to be presented or approved; or the performance of the public offer without proper authorization.

-The lack of publication or referral to the National Securities Market Commission of information and documentation to be published or sent to that Commission, as a result of actions that require the presentation of a public offering for the acquisition of securities, in the course of the same or after completion, where the information or documentation concerned is relevant, or the amount of the offer or the number of investors concerned is significant. -the publication or provision of information or documentation relating to a public offer of acquisition by default of data or with the inclusion of inaccuracies, falsehoods or data that mislead, when the information or documentation concerned is relevant, or the amount of the offer or the number of investors concerned is significant.

r bis) Non-compliance by the administrative and management bodies of the obligations laid down in Article 60a of the Law and in its regulatory development.

r ter) Failure to comply with the obligations laid down in Articles 34 and 60b of this Law and in its regulatory development. (s) the conduct of fraudulent acts or the use of natural or legal persons brought in for the purpose of obtaining a result whose direct acquisition would involve, at least, the commission of a serious infringement, as well as the intervention or performing securities transactions that involve simulation of the transfer of ownership of the same. (t) The refusal or resistance to the supervisory or inspector performance of the National Securities Market Commission by the natural and legal persons referred to in Article 84 of the Law, provided that it provides for express and/or in writing. (u) the acquisition of a significant stake or the increase or reduction of the share in breach of the provisions of Articles 31.6, 44 and 3 and 69 of this Law; the failure to fulfil, in a repeated manner, the obligations laid down in Article 69 (a) the law, as well as the fact that the holder of a significant participation incurs the case referred to in Article 69 (11) of the Law. (v) the performance of corporate operations without complying with the requirements laid down in Article 72. (w) obtaining the authorisation as an investment firm by means of false declarations or by another irregular means. (x) non-compliance by investment firms, by other financial institutions, or by public bodies, of the obligations, limitations or prohibitions resulting from the provisions of Article 36 of this Law; or provisions or rules laid down in accordance with Articles 43 and 44 thereof. (y) The establishment of an official secondary market, multilateral trading system or system of registration, clearing and settlement of securities or central counterparties without having obtained any of the required authorisations in this Law. (z) Serious infringements where, during the five years preceding their commission, the offence was imposed on the offender for the same type of infringement. (a) the lack of measures or policies for the management of conflicts of interest or their non-occasional or isolated application by those who provide investment services or, where appropriate, by the financial groups or conglomerates in which the investment services are integrated; investment services undertakings, as well as non-compliance with the reporting obligations laid down in Articles 79a of this Law or the lack of registration of contracts covered by Article 79b, where there is prejudice to clients. (b) the lack of policies for the management and execution of client orders, their non-application, non-occasional or isolated, or their application without obtaining the prior consent of clients, where this results in prejudice to them. (c) the non-compliance by the entities referred to in the additional 17th provision of this Law of the authorisation scheme provided for in that provision. '

Sixty-seven. Article 100 is worded as follows:

" Article 100.

Constitute serious violations of the natural and legal persons referred to in Article 95 of this Law, the following acts or omissions: (a) The appointment, by the companies governing the official secondary markets, the Stock Exchange Company, the Systems Society, the settlement and clearing systems, or the management companies of the investment guarantee funds, members of its Board of Directors and, where appropriate, of Directors-General without the prior approval of the National Securities Market Commission or, where appropriate, of the Autonomous Community with competence in the field of the market autonomic.

a bis) The lack of communication, deposit or publication as a relevant fact referred to in Article 112 (2) of this Law. (b) The lack of a referral to the National Securities Market Commission for any documents or information to be sent or required for the exercise of its functions, provided that the Commission has recalled in writing the obligation or repeated the requirement. (b) The lack of preparation or publication of the annual corporate governance report referred to in Article 116 of this Law, or the existence in such a report of omissions or false or misleading data; failure to comply with obligations established in Articles 113, 114 and 115 of this Law; and, the lack of securities issuing entities admitted to trading on official secondary markets of an Audit Committee, in the terms set out in the additional provision eighteenth of this Law. (c) non-compliance by the entities referred to in Article 86 of the rules in force on the accounting of transactions, the formulation of accounts or the manner in which the books and records are to be carried, as well as the rules on consolidation, unless it constitutes a very serious infringement. (a) to present investment firms, the consolidable groups of investment firms and the financial conglomerates in which they are integrated, and in the administrative and accounting procedures; internal control mechanisms, including those relating to risk management; or in its organisational structure, after the period granted for the purpose of its under-healing by the competent authorities has elapsed and provided that this does not is a very serious infringement. (d) the perception by those who provide investment services of commissions in excess of the limits in their case established or without having fulfilled the requirement of prior publication and communication of the tariffs in the event that this results mandatory. (e) non-compliance by those who are not investment firms, financial institutions or public authorities, of the obligations, limitations or prohibitions resulting from the provisions of Article 36 of this Law or of the provisions or rules laid down in accordance with Articles 43 and 44 thereof. (f) the misuse of the names referred to in Article 64 (6). (g) failure to comply with the rules laid down in Article 70 (1) (b) of the rules governing investment firms ' failure to comply with the rules laid down in Article 70 (1). (g) The failure to comply with the obligation to make public the information referred to in Article 70a, as well as the publication of such information with omissions or false, misleading or non-truthful information. (h) The non-compliance by the collecting societies of the official secondary markets of the requirements formulated by the National Securities Market Commission pursuant to Articles 33 and 34 of this Law. (i) unjustified refusal, or unjustified and repeated delays, in the transmission and execution of orders for the subscription, purchase or sale of securities, in an official secondary market or multilateral trading system, which receive the persons legally entitled to exercise such activities. (j) The lack of communication of information to the governing bodies of official secondary markets or multilateral trading systems, or to the National Securities Market Commission in cases where such communication is required in accordance with this law, as well as the non-compliance with the obligations for dissemination and public provision of information contained in Articles 35 and 35a where they do not constitute very serious infringements in accordance with the previous Article. (a) The non-referral to the National Securities Market Commission of the communications referred to in Article 59a where it does not constitute a very serious infringement or the repeated communication of operations in a defective manner. (k) failure to comply with the obligations laid down in Article 69a where it does not constitute a very serious infringement. (l) The conduct of advertising in violation of Article 94 of this Law or its implementing rules. (ll) the holding of public tenders for sale or subscription or admission to trading without meeting the requirements of Articles 25.3 and 4, 26.1, 30a or 32, the placing of the issue without complying with the basic conditions laid down in the prospectus, in the event that such a document is to be drawn up, or the omission of relevant data or the inclusion of inaccuracies, falsehoods or data that mislead the document, where, in all of these cases, it is not considered a very serious infringement in accordance with the provisions of Article 9 (n). (m) The absence of the website provided for in Article 117 (2) or the lack of publication of the information referred to in that Article and in Article 82 (5) or in its implementing rules. (n) INVESTMENT FIRMS or the consolidable group or financial conglomerate shall incur as a result of insufficient coverage of the minimum own resources requirements, established or required, where appropriate, by the National Securities Market Commission to a particular company or group, remaining in such a situation for a period of at least six months, provided that this does not constitute a very serious infringement in accordance with the provisions of the previous Article. (n) non-compliance with specific policies which, in particular, have been required by the National Securities Market Commission to an investment firm or a consolidated group in the field of provisions, dividend distribution, treatment of assets or reduction of the risk inherent in its activities, products or systems, where such policies have not been adopted within the time limit set for the purpose by the National Securities Market Commission and the non-compliance is not a very serious infringement in accordance with the provisions of the Article previous. (o) the non-compliances referred to in paragraphs (a), (c), (h) and (j) of the preceding Article, where they are occasional or isolated. (p) The holding by the entities referred to in Article 86 of the compulsory records and records with a delay of more than four months. (q) The minor infringements where the offender has been subject to a penalty for the same type of infringement during the two years preceding his commission. (r) The performance, on an occasional or isolated basis, of persons providing investment services, of activities for which they are not authorised. (s) the effective administration or management of the entities referred to in points (a), (b), (c) and (e) of Article 84.1 of this Law by persons who do not exercise their right under such a charge. (t) non-compliance by those who provide investment services with the obligations, rules and limitations laid down in Article 70b (2) and (3) or in Articles 70 (c), 79, 79 (a), 79 (b), 79 (d) and 79 (e), where they do not is a very serious infringement. (u) the non-compliance by the issuing institutions with securities admitted to trading on the secondary markets of securities of their obligations with respect to the system of registration of those securities. (v) The performance by investment firms, or other authorised entities, of transactions in an official secondary market or multilateral trading system of securities or other financial instruments, which they have not obtained the authorisations required in this Law. (w) Failure to comply with the provisions of Article 83 ter of this Law, where it does not constitute a very serious infringement in accordance with the provisions of the foregoing Article. (x) Failure to comply with the obligations laid down in Articles 81 and 82 of this Law, where it does not constitute a very serious infringement as provided for in the previous Article. (a) Failure to comply with the obligation to communicate to the National Securities Market Commission suspected of constituting market abuse, as laid down in Article 83 c of this Law. x ter) The adoption of the measures provided for in Articles 81.4, 83 and 83 bis of this Law in an insufficient manner. (y) Failure to comply with the obligations laid down in Article 41 of this Law when they do not constitute a very serious infringement. (z) The lack of publication or referral to the National Securities Market Commission of the information and documentation to be published or sent to it, as a result of actions that require the presentation of a public offer of the acquisition of securities, in the course of the same or after completion, where it is not a very serious infringement in accordance with the provisions of point (r) of the previous Article. (a) the publication or provision of information or documentation relating to a public procurement offer with a default of data or including inaccuracies, untruths or data which mislead the public, where it is not a very serious infringement of the provisions of point (r) of the previous Article. (z) The lack of inclusion in the management report of listed companies of the information required by Article 116 bis of this Law or the existence of false or misleading omissions or data. The infringement referred to in point (a) shall be imposed jointly and severally on any of the members of the Covenant. '

Sixty-eight. Article 102 is reworded, with the following literal wording:

" Article 102.

For the commission of very serious infringements one or more of the following penalties shall be imposed on the infringer: a) Multa for the amount of up to the greater of the following amounts: the quintuplo of the gross profit obtained as the consequences of the acts or omissions in which the infringement consists; 5% of the infringing entity's own resources, 5% of the total, own or other funds, used in the infringement, or EUR 600,000.

(b) Suspension or limitation of the type or volume of the operations or activities that the infringer may perform on the securities markets for a period not exceeding five years. (c) Suspension of the status of a member of the official secondary market or of the relevant multilateral trading system for a period not exceeding five years. (d) Exclusion from the negotiation of a financial instrument in a secondary market or in a multilateral trading system. (e) Revocation of the authorization in the case of investment firms, Public Debt Market Managers or other entities registered in the records of the National Securities Market Commission. In the case of investment firms authorised in another Member State of the European Union, this revocation penalty shall be replaced by the prohibition on the initiation of new operations in the Spanish territory. (f) Suspension in the exercise of the office or address of the offender in a financial institution for a period not exceeding five years. (g) Separation of the charge of administration or management which the infringer occupies in a financial institution, with a disqualification to pursue administration or management positions within the same entity for a period not exceeding five years. (h) Separation from the office or address of the infringer in any financial institution, with a disqualification to pursue administration or management positions in any other entity than those provided for in paragraph 1 and in the letters (b) and (d) in Article 84 (2), for a period not exceeding 10 years. In the case of the infringement referred to in Article 99 (o), the penalty referred to in paragraph (a) above shall be imposed in any event, without the fine being less than EUR 30 000 and, in addition, one of the penalties provided for in paragraphs (b), (c) or (e) of this Article, as appropriate on the condition of the offender. In addition, in the case of non-compliance with the activity reserve provided for in Article 99 (q), the offender shall be subject to the penalty referred to in point (a) of this Article, in the case of gross profit or loss, the income obtained by the infringer in the development of the reserved activity, without the fine being less than EUR 600,000. The penalties for very serious infringements will be published in the 'Official State Gazette' once they are firm on the administrative side. "

Sixty-nine. New wording is given to Article 103, with the following literal wording:

" Article 103.

For the commission of serious infringements one or more of the following penalties shall be imposed on the infringer: (a) Multa for the amount of up to the highest of the following figures: double the gross profit obtained as a result of the acts or omissions in which the infringement consists; 2 per cent of the infringing entity's own resources, 2 per cent of the total, own or other funds, used in the infringement, or EUR 300,000.

(b) Suspension or limitation of the type or volume of the operations or activities that the infringer may perform on the stock markets for a period not exceeding one year. (c) Suspension of the status of a member of the official secondary market or of the relevant multilateral trading system for a period not exceeding one year. (d) Suspension of a term of no more than one year in the year of the administration or address of the infringer in a financial institution. The penalties for serious infringements will be published in the 'Official State Gazette' once they are firm on the administrative route. In the case of the infringement referred to in Article 100 (x), in relation to the failure to comply with the obligations laid down in Article 81, the penalty laid down in point (a) of this Article shall be imposed in any event and, in addition, one of the penalties provided for in paragraphs (b) or (c) of the same precept, without the fine which, where applicable, is imposed, may be less than EUR 12 000. The commission of the infringement provided for in Article 100 (g) (a) shall in any event lead to the cancellation of the registration of the representative or proxy in the records of the National Securities Market Commission. "

Seventy. New wording is given to Article 104, with the following literal wording:

" Article 104.

For the commission of minor infractions the penalty of fine will be imposed to the infringer for the amount of up to 30,000 euros. "

Seventy-one. New wording is given to Article 105, with the following literal wording:

" Article 105.

In addition to the appropriate sanction to be imposed on the infringer by the commission of very serious infractions, when the offender is a legal person, one or more of the following sanctions may be imposed on those who, exercising (a) Multa for the amount of up to EUR 300,500.

(b) Suspension in the exercise of the management or management position of the infringer in the entity for a term of not more than three years. (c) Separation of the charge with disqualification to pursue administration or management positions in the same entity for a period not exceeding five years. (d) Separation of the charge with a disqualification for the purpose of administration or management positions in any entity as provided for in Article 84 (1) or in a credit institution for a period not exceeding ten years.

In any case, the sanctions imposed in accordance with the provisions of the first paragraph will be published in the "Official State Gazette" once they are firm in the administrative way.

In the case of the infringement referred to in Article 99 (o), the penalty referred to in point (a) of this Article shall be imposed in any event, without the fine being less than EUR 30,000. "

Seventy-two. New wording is given to Article 106, with the following literal wording:

" Article 106.

In addition to the appropriate sanction to be imposed on the infringer by the commission of serious infringements, where the offender is a legal person, one or more of the following sanctions may be imposed on those who, exercising (a) Multa for the amount of up to EUR 150,250.

(b) Suspension in the exercise of any administration or management charge that the infringer occupies in the entity for a term of not more than one year.

In any case, the sanctions imposed in accordance with the provisions of the first paragraph will be published in the "Official State Gazette" once they are firm in the administrative way.

In the case of the infringement referred to in Article 100 (x), in relation to the failure to comply with the obligations laid down in Article 81, the penalty referred to in point (a) of the first subparagraph shall be imposed in any event. This article, without the penalty being less than EUR 12 000. '

Seventy-three. A Title XI is added, with the following literal tenor:

" TITLE XI Other trading systems: multilateral trading systems and systematic internalisation CHAPTER I Multilateral trading systems

Article 118. Concept of a multilateral trading system.

Any system, operated by an investment firm, by an official secondary market, or by the entity constituted for the purpose by an investment firm, shall be considered as a multilateral trading system. or several collecting societies, which must have as its exclusive social object the management of the system and which must be 100% involved in one or more collecting societies, which will enable it to gather, within the system and according to its rules discretionary, the various buying and selling interests on multiple financial instruments third parties to give rise to contracts, in accordance with the provisions of this Law.

Article 119. Creation of multilateral trading systems.

The creation of multilateral trading systems will be free, subject to prior verification and supervision by the National Securities Market Commission. In particular, the National Securities Market Commission will verify that the investment firm has the corresponding authorisation in accordance with the provisions of Article 66 of this Law and that, consequently, it complies with the Article 67, and that the company is responsible for the official secondary market or the entity constituted for the purpose by one or more of the collecting societies, which must have as its exclusive social object the management of the system and which must be 100 per cent of one or more of the companies in question meets the requirements laid down by the above mentioned Articles 66 and 67.

Article 120. Governing entities and operating rules.

1. Any multilateral trading system shall be governed by a governing body, which shall be responsible for its internal organisation and operation, and shall hold the necessary means to manage the market.

The entity may be an entity authorised to provide the investment service provided for in point (h) of Article 63 (1), an official secondary market governing company, or an entity incorporated in the for one or more collecting societies, which must have as its exclusive social object the management of the system and which must be 100% involved in one or more of the collecting societies, in accordance with the requirements and conditions laid down in This Law and its implementing rules. 2. The entities provided for in the preceding paragraph shall draw up a working regulation specifically referring to the management of the multilateral trading system to be authorized by the National Securities Market Commission, and submit to the advertising scheme to be determined by regulation, which shall include the registration in the corresponding register of the National Securities Market Commission. 3. The Regulation, which shall be public, shall be governed by transparent, objective and non-discriminatory criteria and shall regulate the following matters:

(i) General aspects: (a) Financial instruments that may be traded.

(b) Public information to be made available in respect of securities admitted to trading so that investors can base their decisions. The scope of the information shall bear in mind the nature of the securities and the nature of the investors whose orders may be executed in the System. (c) types of members, in accordance with Article 37 (2) and (3). (d) Guarantee scheme.

ii) Negotiation: a) Access to the membership condition.

b) Transaction modes. (c) Disruption, suspension and exclusion from trading of securities traded. d) Content and rules for the dissemination of information prior to the effective negotiation of transactions. e) Content and rules for the dissemination of information on transactions effectively negotiated.

iii) Registration, clearing and settlement of transactions. (a) Existence, where appropriate, of central counterparties or other mechanisms for the novation of transactions.

(b) Expected or admissible methods for settlement and, where applicable, clearing of transactions.

iv) Market supervision and discipline. (a) Methods of supervision and control by the entity governing the effective observance of the Market Regulation, as well as the provisions of this Law and other applicable rules, especially as regards the rules on abuse of market.

(b) Disciplinary arrangements which the governing body shall apply, irrespective of the administrative penalties applicable in accordance with the provisions of this Law, to those of its members who infringe the Regulation of the Market. (c) a procedure that the entity will use to inform the National Securities Market Commission of any incidents or conduct of its members that may constitute an infringement of this Law or its implementing rules; or non-compliance with the rules contained in the Multilateral Trading System Regulation. "

Article 121. Process of negotiation and conclusion of operations in a multilateral trading system.

1. Articles 79a, 79b and 79e of this Law shall not apply to transactions carried out in accordance with the rules governing a multilateral trading system between its members or between the multilateral trading system itself and its members with regard to the use of the multilateral system. Members shall comply with the obligations laid down in Articles 79a, b and e in relation to their clients, when acting on behalf of their clients, they shall execute their orders through the systems of a multilateral trading system. 2. Where appropriate, the entities governing a multilateral trading system shall provide, or where appropriate, ensure that publicly available information is available to enable users to form an opinion on the instruments negotiated, taking into account both the nature of users and the types of instruments negotiated in the multilateral trading system. 3. Where a negotiable value admitted to trading on a regulated market is also traded on a multilateral trading system without the consent of its issuer, the issuer shall not be subject to any initial financial reporting obligation, "ad hoc" on this multilateral system of negotiation. 4. The contracting entities of a multilateral trading system shall take the necessary measures to facilitate the efficient settlement of transactions carried out in the multilateral trading system, and shall clearly inform the users of the liabilities that the institution assumes in the settlement of transactions executed in the multilateral trading system. 5. Chapter II of Title VII is applicable to negotiation in multilateral trading systems.

Article 122. Monitoring compliance with the rules of multilateral trading systems and other legal obligations.

1. The contracting entities of a multilateral trading system shall establish effective mechanisms and procedures, which correspond to the needs of the multilateral trading system, to regularly monitor compliance with their rules. on the part of its users, as well as the operations carried out by them in accordance with their systems, in order to detect breaches of those rules or anomalies in the conditions of negotiation or action which may lead to market abuse. 2. The entities referred to in the preceding paragraph shall communicate to the National Securities Market Commission any significant non-compliance with their rules or any anomaly in the trading or performance conditions that may be an abuse of market.

Article 123. Transparency requirements prior to the negotiation.

1. In order to ensure the transparency of the system and the efficiency of price formation, multilateral trading systems shall be obliged to disseminate information of a public nature to the operations on shares admitted to trading in the system which in turn is traded on regulated markets on the existing buying and selling positions at any time. The Minister for Economic Affairs and Finance may, if he considers it necessary, extend the application of the transparency requirements contained in this Article to other financial instruments other than shares or to actions which are solely negotiate in the system. 2. Multilateral trading systems shall make public the following prior information to the negotiation with respect to the shares admitted to trading on them which are in turn traded on regulated markets: (a) the current purchase prices and b) the depth of the trading positions at those prices that are spread through their systems. The information referred to must be made available to the public on reasonable commercial terms and on a continuous basis in the normal trading hours. 3. The National Securities Market Commission may exempt multilateral trading systems from publishing the information referred to in paragraph 2 of this Article, taking into account the multilateral trading system model or the type and volume of orders. In particular, the National Securities Market Commission may not impose such an obligation in the case of large volume transactions compared to the standard market volume for such shares or for such shares.

Article 124. Post-trade transparency requirements.

1. In order to ensure the transparency of the system and the efficiency of price formation, multilateral trading systems shall be obliged to disseminate information of a public nature to the operations on shares admitted to trading in the system which in turn is traded on regulated markets already concluded in that system in accordance with the provisions of this Article. The Minister for Economic Affairs and Finance may, if he considers it necessary, extend the application of the transparency requirements contained in this Article to other financial instruments other than shares or to actions which are solely negotiate in the system. 2. Multilateral trading systems shall make public the following information, in respect of the shares admitted to trading on them which are in turn traded on regulated markets, on the transactions already concluded: the price, the volume and the run time. Such information shall be made available to the public on reasonable commercial terms and, as far as possible, in real time. This obligation shall not apply to data from operations carried out in a multilateral trading system that are made public through the systems of a regulated market. 3. The National Securities Market Commission may authorise multilateral trading systems to defer the publication of data on operations carried out on the basis of their type or volume. In particular, they may authorise the postponement of publication in the case of large volume transactions in comparison with the standard volume for such shares or for such shares. Multilateral trading systems shall, in such cases, obtain prior approval of the proposed methods of deferred information from the National Securities Market Commission and shall disclose such methods in a clear manner to the members of the system and the public investor. 4. The provisions of this Article and the previous Article shall be applied in accordance with the provisions of Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the European Parliament and of the of the Council with regard to the obligations of investment firms to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and defined terms for the purposes of that Directive. 5. Without prejudice to the public information referred to in this Article and in the preceding article, the Autonomous Communities with jurisdiction in the matter and with respect to operations carried out in their territorial scope may establish any other obligation information.

Article 125. Central counterparties and clearing and settlement agreements.

1. The Society of Systems may carry out the activities described in Article 44a of this Law and under the conditions established in respect of the instruments admitted to negotiation in a multilateral trading system. 2. The contracting entities of a multilateral trading system may, after communication to the National Securities Market Commission, conclude agreements with central counterparties and other clearing and settlement systems. Member State, for the clearing or settlement of some or all transactions that have concluded with market members of their respective systems. 3. The National Securities Market Commission may oppose the conclusion of such agreements only when it considers that they may impair the orderly functioning of the multilateral trading system or, in the case of a system of liquidation, technical conditions do not ensure the effective and economic settlement of transactions. 4. The National Securities Market Commission shall take into account the supervisory work of the clearing and settlement system carried out by the Banco de España or the other authorities with jurisdiction in the matter, for the purpose of avoiding unnecessary repetitions of the controls.

Article 126. Remote access to multilateral trading systems.

1. Entities governing a multilateral system of Spanish negotiation may establish appropriate mechanisms to facilitate access and remote use of their systems to users or members established in the territory of other States. members. To this end, the institution shall communicate to the National Securities Market Commission the Member State in which it intends to establish such mechanisms. The National Securities Market Commission shall communicate this information to the Member State in which it intends to establish such mechanisms within one month of its receipt. The National Securities Market Commission shall communicate to the competent authority of the host State, at the request of the host State and within a reasonable time, the identity of the members of the multilateral trading system established in that Member State. 2. Entities governing a multilateral trading system in other Member States of the European Union may establish mechanisms in Spanish territory to facilitate access to and use at a distance from their systems to users or members established in Spanish territory. It will be necessary for the National Securities Market Commission to receive a communication from the competent authority of the home Member State indicating the intention to establish such mechanisms on Spanish territory. The National Securities Market Commission may request the competent authority to communicate within a reasonable time the identity of the members of the multilateral trading system.

CHAPTER II Provisions common to official secondary markets and multilateral trading systems

Article 127. Coercive measures.

1. Where Spain is a host Member State of a regulated market or a multilateral trading system and the National Securities Market Commission has clear and demonstrable grounds for believing that such a regulated market or multilateral system in breach of the obligations arising from the provisions adopted pursuant to Directive 2004 /39/EC, it shall communicate the facts to the competent authority of the Member State of origin of the regulated market or of the multilateral system of negotiation. Where, despite the measures taken by the competent authority of the home Member State, that regulated market or multilateral trading system persists in a performance which is clearly detrimental to the interests of investors in Spain or for the proper functioning of the markets, the National Securities Market Commission, after informing the competent authority of the home Member State, shall take all appropriate measures for its protection. The measures will include the possibility of preventing the regulated market or multilateral trading system from making its mechanisms available to remote members established in Spain. The National Securities Market Commission shall without delay inform the European Commission of the measures taken. 2. Any measure taken pursuant to this Article involving sanctions or restrictions on the activities of a regulated market or multilateral trading system shall be duly substantiated and communicated to the regulated market. or multilateral trading system concerned.

CHAPTER III Systematic internalization

Article 128. Scope of application.

1. The provisions of this Chapter shall apply to credit institutions and investment firms which are subject to this Law which they execute on the margins of a regulated market or a multilateral trading system, on their own account, orders of clients on shares admitted to trading on regulated markets provided that this performance is developed in an organised, frequent and systematic manner and which relates to orders the amount of which is equal to or less than the standard volume of the market corresponds to the value as described in the following section. 2. Standard volume of the market is defined for a category of shares all representative volume of the arithmetic mean value of the orders executed on the market for the shares included in that stock category. 3. Actions shall be grouped into categories on the basis of the arithmetic mean value of orders executed on the market for that action. The National Securities Market Commission shall publish at least once a year, by circular, the category of shares to which each share belongs. 4. The market for each share shall be composed of all orders executed in the European Union with respect to that action, except for those whose scale is of great magnitude compared to the standard market volume for that stock. action. 5. The National Securities Market Commission shall publish regularly the shares held by a liquid market for the purposes of this Article, the category of shares to which each share belongs in accordance with paragraph 3. and the other precise points for credit institutions and investment firms to be able to fulfil the obligations laid down in this Article.

Article 129. Reporting obligations.

1. Where the shares have a liquid market, systematic internalisers shall make public contributions on a firm basis, in such a way as to be easily known to the parties concerned, on reasonable commercial terms. In the case of shares for which there is no liquid market, systematic internalisers may limit themselves to spreading their quotes to their customers on request. Systematic internalisers may decide on the volume or volumes of order for which they are quoted. For a specific action, each quotation must include one or more purchase prices and/or one or more sales prices for one or more order sizes lower than the standard market volume for the class of shares to which the market shares concrete action. The price or the prices that are used must reflect the conditions prevailing on the market for such action. The dissemination of such prices shall be carried out on a regular and continuous basis during the normal trading hours. Systematic internalisers will be able to update their prices at any time. Where exceptional market conditions are met, they may be withdrawn. 2. Systematic internalisers shall make public the volume and price of their transactions made out of regulated markets or multilateral trading systems, on shares admitted to trading on regulated markets, and the time at which they were completed. This information shall be made public as soon as possible, in a manner which is easily accessible and on reasonable terms to the persons concerned, with the provisions laid down in Article 43.4 being applicable as regards the transparency requirements after the negotiation and deferrals to the publication of the data authorised by the National Securities Market Commission pursuant to Article 43.5. 3. The National Securities Market Commission shall ensure that systematic internalisers regularly update the purchase and sales prices that they make public in accordance with paragraph 1 of this Article and that these prices reflect the conditions prevailing in the market. 4. The provisions of this Article shall be applied in accordance with the provisions of Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council on on the obligations of investment firms to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and terms defined for the purposes of that Directive.

Article 130. Execution of orders.

1. Provided that in doing so they respect the obligation of better execution which is governed by Article 79e, the systematic internalisers shall execute the orders they receive from their retail clients at the prices quoted in force at the time of the reception of the order. 2. In addition, they shall execute the orders they receive from their professional clients at the prices quoted in force at the time of the order's receipt. However, they may carry out such orders at a better price than the firm spread, in justified cases, provided that the price is within a range of public character close to the market conditions and provided that the orders are of a larger volume than the volume usually made by a retail investor. The National Securities Market Commission will control that systematic internalisers meet the price improvement conditions set out in this section. 3. For transactions in which the execution of several securities is part of a single transaction or in the case of orders subject to conditions other than the current market price, systematic internalisers may also execute orders from their professional customers at prices other than those listed without having to comply with the conditions set out in the previous paragraph. 4. Where there is a situation in which a systematic internaliser which cotice a single quotation, or whose highest quotation is less than the standard volume of the market, receives an order from a customer of a volume exceeding its volume of quotation, but less than the standard volume of the market, may decide to execute that part of the order exceeding its trading volume, provided that it is executed at the quoted price, except where otherwise permitted under the conditions laid down in the two preceding paragraphs. In cases where the systematic internaliser of quotations for different volumes and receives an order between such volumes, which it chooses to execute, it shall execute it at one of the prices quoted in accordance with the provisions of the Article 79 (e), except where otherwise permitted under the conditions laid down in the two preceding paragraphs of this Article. 5. The provisions of this Article shall be applied in accordance with the provisions of Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council on on the obligations of investment firms to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and terms defined for the purposes of that Directive.

Article 131. Treatment of clients.

1. Systematic internalisers may choose, on the basis of their commercial policy and in an objective and non-discriminatory manner, investors to whom they give access to their contributions. To this end, they shall have clear rules governing access to their contributions. An institution may suspend or refuse to enter into commercial relations with a given investor on the basis of commercial considerations such as the investor's financial situation, the counterparty risk or the final settlement of the investor. operation. 2. Systematic internalisers may limit, in a non-discriminatory manner, the number of transactions of the same client that they undertake to execute on firm prices announced, to limit the risk of being exposed to transactions multiple of the same client. They may also limit, in a non-discriminatory manner and in accordance with the provisions of Article 79e (1) (ii), the total number of operations of different clients which they shall execute on the management of orders. the same time, when the number or volume of the orders from their customers exceeds substantially normal. 3. The provisions of this Article shall be applied in accordance with the provisions of Commission Regulation 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council on on the obligations of investment firms to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and terms defined for the purposes of that Directive. '

Additional disposition. Professional functions of the Diplomates in Business Sciences.

The professional functions, which the Royal Decree 871/1977, of April 26, recognizes in its Titles III and V, can be equally exercised by the Diplomates in Business Sciences.

First transient disposition. Period of adaptation of institutions providing investment services.

Entities that provide investment services shall adapt their statutes, activities and internal regulations of conduct to the provisions of this Law and their development regulations within six months of the date of their adoption. of the entry into force of this Law.

Second transient disposition. Transitional arrangements for organised trading systems or markets.

Organized trading systems or markets created under Article 31.4 of the Securities Market Act in the wording of Law 44/2002 of 22 November 2002 on measures to reform the financial system and which This Law will have to apply for the authorisation provided for in Article 119 of this Law to be transformed into multilateral trading systems within six months of its entry into force. If the time limit has elapsed without submitting the application for authorisation, the authorisation shall be revoked automatically and the activity of the market or system in question shall be terminated immediately.

Repeal provision.

Any provisions of equal or lower rank shall be repealed as opposed to the provisions of this Law.

Final disposition first. Elaboration of recast texts.

1. The Government is authorised, on a joint proposal from the Ministers of Justice and the Economic and Financial Affairs, to ensure that, within one year of the entry into force of this Law, a recast text will be drawn up to regulate, clarify and harmonise the text. This Law, with the following legal texts:

(a) Law 37/1998 of 16 November of the reform of Law 24/1988 of 28 July of the Stock Market.

b) Law 6/2007, of 12 April, of reform of the Law 24/1988, of July 28, of the Market of Securities, for the modification of the regime of the public offers of acquisition and the transparency of the emitters.

2. The Government is also authorized, on a joint proposal by the Ministers of Justice and the Economic and Financial Affairs, to incorporate into that text the provisions on the markets for securities contained in the consolidated, clarified and harmonised text. in rules with the rank of Law and, expressly, in the following laws:

(a) Law 14/2000 of 29 December, of Tax, Administrative and Social Order Measures.

b) Law 24/2001, of December 27, of Fiscal, Administrative and Social Order Measures. c) Law 44/2002, of 22 November, of Measures of Reform of the Financial System. (d) Law 53/2002 of 30 December 2002 on Fiscal, Administrative and Social Order Measures. e) The 18th final provision of Law 22/2003, of July 9, Bankruptcy. f) Law 26/2003, of 17 July, amending Law 24/1988, of July 28, of the Stock Market, and the recast of the Law of Companies, approved by the Royal Decree of Law 1564/1989 of 22 December 1989, with the aim of to strengthen the transparency of listed public limited companies. (g) Law 35/2003 of 4 November of Collective Investment Institutions. (h) Law 62/2003, of 30 December, of fiscal, administrative and social order measures. (i) Royal Decree Law 5/2005 of 11 March 2005 on urgent reforms to boost productivity and improve public procurement. (j) Law 5/2005 of 22 April 2005 on the supervision of financial conglomerates and amending other laws of the financial sector. (k) Law 19/2005 of 14 November on the European public limited company domiciled in Spain. (l) Law 25/2005 of 24 November, regulating the risk capital institutions and their management companies. (ll) Law 12/2006 of 16 May 2006 amending the recast of the Legal Statute of the Insurance Compensation Consortium, approved by the Royal Legislative Decree 7/2004 of 29 October, and the Law 24/1988 of 28 July of the Values. (m) Law 36/2006 of 29 November of measures for the prevention of tax fraud.

Final disposition second. Incorporation of European Union law.

Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on the markets in financial instruments is incorporated into Spanish law. Directive 2006 /49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions and Commission Directive 2006 /73/EC are also partially incorporated. implementing Directive 2004 /39/EC of the European Parliament and of the Council as regards the organisational requirements and operating conditions of investment firms and terms defined for the purposes of that Directive.

Final disposition third. Amendment of Law 62/2003, of 30 December, of fiscal, administrative and social order measures.

Paragraph 1 of the additional 18th of Law 62/2003, of 30 December, of fiscal, administrative and social order measures, is worded as follows:

" 1. This additional provision will result in the application of the securities loans referred to in Article 36 (3) of the Law 24/1988 of 28 July 1988 on the Securities Market and those which are subject to securities admitted to trading on exchanges of securities, markets and organised trading systems located in OECD Member States meeting the requirements laid down in Article 30 of Law 35/2003 of 4 November of the European Parliament and of the Council of 4 November Collective investment, provided that, in both cases, such loans meet the following conditions: Cancellation of the loan is effected by the return of many other homogeneous values to the borrowed ones.

To establish a monetary remuneration in favour of the lender and, in any case, the delivery to the lender of the monies corresponding to the economic rights or that for any other concept is necessary. derive from the values provided during the term of the loan. The maturity of the loan shall not exceed one year. That the loan is made or instructed with the participation or mediation of a financial institution established in Spain and the payments to the lender are made through that entity. "

Final disposition fourth. Competitive titles.

This Law is dictated by the provisions of Article 149.1.6., 11. and 13. of the Constitution.

Final disposition fifth. Enabling regulatory development.

Without prejudice to the specific ratings to other bodies provided for in the articles of this Law, the Government is enabled to develop regulations in accordance with this rule.

Final disposition sixth. Entry into force.

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

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this Law. Madrid, 19 December 2007.

JOHN CARLOS R.

The President of the Government, JOSÉ LUIS RODRÍGUEZ ZAPATERO