This royal decree develops the Law 24/1988, of July 28, of the Stock Market. In particular, their titles III and IV are completed. This subject has recently been amended by the approval of Royal Decree-Law 5/2005 of 11 March 2005 on urgent reforms to boost productivity and improve public procurement, which has given new wording. the scheme established in Law 24/1988 of 28 July for the regulation of public tenders and for admission to trading on official secondary markets in Spain.

The reform under Law 24/1988, of 28 July, by the aforementioned royal decree-law pursued, in the first place, the transposition of Directive 2003 /71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published in the event of a public offering or admission to securities listing and amending Directive 2001 /34/EC (Prospectus Directive).

The Prospectus Directive introduces a major change in the functioning and organisation of the European Union stock markets, as it homogenises the requirements for the whole approval process of the prospectus. required for admission to trading of securities on regulated markets in the Community and for public tenders, in order to make the Community passport of the prospectus effective. In this way, the brochures authorised in Spain will be valid in the other Member States without additional information requirements, and vice versa, thus creating a true European passport of the prospectus. In addition, for the prospectuses of certain categories of securities (non-equity securities with a unit nominal value of at least EUR 1,000), the Directive provides for the freedom of choice of the competent authority by the issuer or person who request admission.

Therefore, the new framework of action established by the Prospectus Directive required an additional effort on the part of the Spanish legislator, which was not limited (in the reform operated by the aforementioned Royal Decree-Law 5/2005, 11 March) to transpose the directive, but amended the national regime to eliminate the requirements, constraints or costs that could harm the competitiveness of the Spanish financial sector.

Consequently, this royal decree comes to complete the transposition into the Spanish legal order of the Prospectus Directive. In addition, the royal decree incorporates the existing articles of Directive 2001 /34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official listing and the information to be published on those securities. values.

Like the recent reform carried out in Law 24/1988, of July 28, through Royal Decree-Law 5/2005, of March 11, the objective of the new royal decree is not only to transpose the aforementioned Community rules, but establishing a system of admission to negotiation and of modern, efficient and efficient public offerings that will enable the competitiveness of the Spanish stock markets to be maintained and improved. All this, with the aim at the same time to preserve the legal certainty necessary to ensure the confidence of investors and traders in the financial markets.

It has been considered appropriate to provide in a single regulatory text with the applicable legislation, so this royal decree repeals Royal Decree 291/1992 of 27 March on issues and public offers of sale of securities, and almost all Chapter V of the Regulation of the Official Exchanges of Trade, approved by Decree 1506/1967 of 30 June.

In its virtue, on the proposal of the Minister of Economy and Finance, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting on November 4, 2005,

D I S P O N G O:

PRELIMINARY TITLE

General provisions

Article 1. Objective application scope and scope.

1. The purpose of this royal decree is to regulate the requirements and procedures applicable to the admission to trading of marketable securities in the official Spanish secondary markets, as well as to the public offers of sale or the subscription of marketable securities and the establishment of the conditions for the preparation, approval and distribution of prospectuses to be published in these cases.

2. Operations relating to futures contracts and options traded on official secondary markets, which will be regulated by their specific rules, will be excluded from the scope of this royal decree.

3. Likewise, this royal decree will be applied with the exceptions and adaptations that the National Securities Market Commission (CNMV) determines, to the public offers of sale or subscription and to the admissions to negotiation in markets (a) the sale or subscription of the financial contracts referred to in Article 2 (b) of the Law 24/1988 of 28 July 1988 on the market for the sale or subscription of the financial contracts referred to in Article 2 (b) of the Values.

However, Chapter V of Title I, Article 17, and Chapter III of Title II of this royal decree shall not apply to them.

Article 2. Territorial scope.

This royal decree will result from application:

a) To admissions to securities trading on an official Spanish secondary market.

(b) To public offers for the sale or subscription of securities and to prospectuses for admission or public offering for sale or subscription, where Spain is a home Member State for any of the following circumstances:

1. In the case of non-equity securities with a nominal unit value of at least EUR 1,000, and non-equity securities giving the right to acquire any negotiable value or to receive an amount in cash such as a consequence of their conversion or the exercise of the rights they confer, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of such issuer, if the issuer, the offeror or the person applying for admission designates Spain as a home Member State.

In order for Spain to be designated as a home Member State in accordance with the provisions of this paragraph 1. it will be necessary for the issuer to have its registered office in Spanish territory, or for the securities to have been admitted to trading or to be admitted to official Spanish secondary markets, or the securities to be offered to the public on Spanish territory.

2. In the case of securities not mentioned in paragraph 1. above, if the issuer has its registered office in Spanish territory.

3. In the case of securities not included in the preceding paragraph 1 and the issuer is domiciled in a non-member State of the European Union, if the issuer, the offeror or the person applying for admission designates Spain as Source Member State.

In order for Spain to be designated as a Member State of origin in accordance with the provisions of this paragraph 3. it will be necessary for the securities to be offered to the public for the first time in Spanish territory after 31 December. December 2003, well that their admission to trading on a Spanish secondary market for the first time has been requested.

If the person who applied for admission to trading and subsequently appointed the home Member State was not the issuer, the issuer may choose Spain as a home Member State, in accordance with the rules laid down in the previous paragraph.

Article 3. Marketable securities.

1. For the purposes of this royal decree, any right of patrimonial content, whatever its name, may be considered negotiable, which, due to its own legal configuration and transmission system, may be subject to traffic. general and impersonal in a market of a financial nature.

2. In particular, they are negotiable values:

(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 shares, by their conversion or by the exercise of the rights they confer.

b) The participative quotas of savings banks and the participation shares of the Spanish Confederation of Savings Banks.

(c) Obligations, including convertible and exchangeable obligations, and other similar securities, representative of part of a loan.

(d) Cards, bonds and mortgage units.

(e) securitisation securities, with the understanding of all securities representing an interest in assets, including any right to secure the service, payment or timeliness of amounts to the holders of assets payable under those; and all securities that are secured by assets whose terms provide for payments related to payments or reasonable forecasts of payments calculated by reference to identified or identifiable assets.

f) Preferred shareholdings.

g) Territorial cedulas.

(h) "warrants" and other derivative securities conferring the right to acquire or sell any negotiable value or entitle to a given cash settlement by reference, inter alia, to marketable securities, currencies, interest rates or yields, commodities, credit risk or other indices or measures.

i) Shares and units issued by collective investment institutions.

j) Certificates representing shares or bonds.

(k) Monetary market instruments such as promissory notes, certificates of deposit and other similar securities, except where they are singularly freed, excluding payment instruments resulting from commercial transactions that do not involve the collection of repayable funds.

l) Certificates of mortgage transmission.

m) subordinated financial contributions from credit unions.

3. For the purposes of this royal decree, non-negotiable securities shall not be considered, inter alia:

(a) Shares in limited liability companies.

(b) The shares of members of collective societies and simple comanditarias.

(c) Contributions to the capital of cooperative societies of any kind, other than those of a specific legal regime that have the consideration of marketable securities.

(d) The shares in the capital of the mutual guarantee companies.

4. By way of derogation from paragraph 2 (i), this royal decree shall not apply to shares and shares issued by institutions of collective investment of an open type whose admission to trading on secondary markets Official and prospectuses required to do so shall be in accordance with the provisions of Law 35/2003 of 4 November of collective investment institutions and of their implementing rules.

Article 4. Definitions.

For the purposes of this royal decree, it is understood by:

(a) Issuer: who issues or proposes to issue any value or whose securities are the subject of an application for admission to trading on an official secondary market or on another regulated market domiciled in the European Union. In no case shall they have the consideration of the issuer, for the purposes of this royal decree, the natural persons.

b) Source Member State:

1. º For non-equity securities whose nominal unit value is at least EUR 1,000, and non-equity securities giving the right to acquire any negotiable value or to receive an amount in cash as a result of their conversion or exercise of the rights conferred by it, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of such issuer, the home Member State shall be a choice the issuer, the offeror or the person applying for admission, any of the following: Member States:

Where the issuer has its registered office.

Where securities have been admitted or are to be admitted to trading on a regulated market.

Where values are offered to the public.

2. For issuers, domiciled in the European Union, of securities not referred to in paragraph 1. the Member State of origin shall be the Member State where the issuer has its registered office.

3. º For all issuers, domiciled in a State other than a Member of the European Union, of securities not referred to in paragraph 1. the Member State of origin shall be the Member State in which the securities are offered to the public for the first time after 31 December 2003 or in which its admission to trading on a regulated market for the first time is requested, at the choice of the issuer, the offeror or the person applying for admission.

In the event that an admission of such securities has occurred without the issuer's request and therefore the home Member State would have been determined without its will, that issuer may choose a Member State of different origin, in accordance with the provisions of the preceding paragraph.

(c) host Member State: the Member State of the European Union where a public offer of sale or subscription of marketable securities is made, or its admission to trading is requested, where it is different from the Member State of source.

d) Small and medium-sized enterprises: enterprises which, according to their last annual accounts, meet at least two of the following three requirements:

1. º An average number of employees less than 250 over the course of the exercise.

2. A total asset that does not exceed 43 million euros.

3. º A net amount of your annual business figure of not more than 50 million euros.

(e) Open-type collective investment institution: investment funds and investment companies whose object is the collective investment of funds collected between the public and whose operation is subject to the principle the risk-sharing, and the shares or units of which are, at the request of the holder, repurchased or redeemed, directly or indirectly, from the assets of these institutions. These repurchases or refunds are equivalent to the fact that a collective investment institution acts in order to ensure that the value of its shares in an official secondary market or in any other regulated market domiciled in the European Union does not significantly deviates from its liquidative value.

(f) Collective investment institution of a closed type: collective investment institution other than an open type investment institution.

g) Regulated information: all information that the issuer, or any other person who has requested the admission of securities without the issuer's consent, to an official Spanish secondary market, or other regulated market It is to be disseminated in accordance with the rules adopted by the Member States for the transposition of Directive 2004 /109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of the laws of the Member States relating to the transparency requirements relating to information on issuers whose securities are admitted to trading on a regulated market, including those approved in accordance with the provisions of Article 3.1 thereof, as well as those approved for the transposition of Article 6 of Directive 2003 /6/EC of the European Parliament and of the Council of 28 January 2003, on insider trading and market manipulation.

h) Entity: who offers values to the public.

i) Regulated market: any market notified by the Member States of the European Union to the European Commission as such regulated market, in accordance with Community rules.

j) Equity securities: shares and marketable securities equivalent to shares, as well as any other type of marketable securities that entitles them to acquire shares or securities equivalent to the shares, by their conversion or for the exercise of the rights they confer, provided that those securities are issued by the issuer of the underlying shares or by an entity belonging to the issuer group.

k) Non-participatory values: non-participatory values.

TITLE I

Admission of securities to trading on official secondary markets

CHAPTER I

General provisions

Article 5. Admission requirements.

The admission of securities to trading on an official Spanish secondary market shall be subject to compliance with the eligibility requirements relating to the issuer and the securities and reporting requirements set out in the The following chapters of this title.

Article 6. Verification by the CNMV of the requirements for admission to trading.

1. In accordance with the provisions of Articles 26.1 and 32 of Law 24/1988 of 28 July, the CNMV will verify compliance with the requirements for admission to negotiation established in this royal decree, within the time limit set for the approval of the information leaflet in Article 24 (3). That period shall be five working days in cases where the prior publication of an information leaflet is not required for admission to trading.

2. A request for verification of an admission to trading may be issued by the CNMV in writing if:

(a) In his view, the situation of the issuer is such that admission would be against the interest of investors or,

(b) The securities referred to in the application for admission are already admitted to trading on another regulated market domiciled in the European Union and the issuer does not comply with the obligations arising from admission to the market.

Article 7. Agreement of the market governing body.

The admission to trading on an official Spanish secondary market will also require the agreement of the governing body of the relevant market, in accordance with its own rules of admission to negotiation. These rules should be clear and transparent.

CHAPTER II

Issuer and securities relative suitability requirements

Article 8. Eligibility requirements for the issuer.

1. The issuer applying for admission to trading on an official Spanish secondary market of its securities shall comply with the requirements set out in the following paragraphs.

2. The issuer must be validly constituted, in accordance with the rules of the country in which it is domiciled, and must be operating, in accordance with its public deed of constitution and statutes, or equivalent documents.

3. The shares of an issuer admitted to trading may not establish disadvantages or differences in the rights that correspond to the shareholders who are in identical conditions.

In addition, the issuer of debt securities shall ensure that all holders of debt securities with the same characteristics and, therefore, fungible with each other, admitted to trading receive the same treatment as regards all rights inherent in those values.

Article 9. Eligibility requirements for the values.

1. Securities which are the subject of an application for admission to trading on a Spanish official secondary market shall comply with the requirements set out in the following paragraphs.

2. The securities should respect the legal regime to which they are subject.

3. The securities which are the subject of an application for admission to trading shall be represented by means of an account taken, without prejudice to the provisions of Article 35.1 of Royal Decree 116/1992 of 14 July 1992 on foreign securities. February, on the representation of securities by means of account and clearing and settlement of stock transactions.

4. Values must be freely transmissible. Securities shall be deemed to be freely transferable provided that there are no restrictions on the issuer's statutes or the securities issue agreement. Partially disbursed securities shall be deemed to fulfil that condition if, in the view of the CNMV, the transmissibility of such securities is not restricted and investors have all the information necessary for their negotiation to be perform in a transparent manner.

5. Where a public tender is made prior to the admission of securities, the first admission may not be made before the end of the subscription period, except in the case of non-equity securities for which there is no such closed subscription period in such a way that successive issues and admissions of securities are carried out on an ongoing basis over the period of validity of the prospectus.

6. The total amount of securities whose admission to trading is requested shall be at least:

a) In the case of shares, six million euros, calculated as the expected market value. In order to estimate whether this requirement is met, the price paid by investors in the pre-admission public offering would be taken into account if such an offer had existed.

(b) In the case of debt securities, EUR 200,000, calculated as the nominal value of the issue.

c) No minimum amount will be required for all other values.

The amounts indicated in the preceding paragraphs shall not apply when securities of the same class are already admitted to trading. In the case of continued emissions of debt securities, it shall be calculated in respect of the overall amount of the programme.

The CNMV may accept shares and debt securities that do not reach the minimum amounts indicated above, where it considers that a sufficiently liquid market is guaranteed for the trading of such shares. values.

7. Where the admission to trading of shares on a stock exchange is requested, it shall be necessary, prior to or at the latest, at the date of admission to trading, that there be a sufficient distribution of such shares in one or more States. Member States of the European Union, or in non-member States of the European Union, if the shares are listed in the latter.

This requirement will not be applicable when the shares are to be distributed to the public through a stock exchange and provided that the CNMV considers the short-term distribution to be carried out on the stock exchange.

It will be considered that there is sufficient distribution if at least 25 percent of the shares to which admission is sought are distributed to the public, or if the market can operate properly with a minor percentage due to the large number of shares of the same class and their degree of distribution to the public.

8. The application for admission to trading of shares of a class shall comprise all the shares of that class. If there are already actions of that class supported, you must understand all the new actions of that class that are issued or are to be issued.

The application for admission to trading of debt securities shall comprise all securities of the same issue.

9. The admission to trading of convertible or exchangeable bonds and to warrants shall require that the shares to which they relate have been previously admitted to trading, or are to be admitted at the same time, in a stock exchange Spanish securities, on another regulated market domiciled in the European Union, in other similar markets domiciled in OECD countries or in those other markets which the CNMV considers equivalent.

The provisions of the preceding paragraph shall not apply when the CNMV considers that the holders of the obligations have at their disposal all the information necessary to form a judgment on the value of the shares to refer to those obligations.

Article 10. Eligibility requirements for the admission of securities in the second markets.

1. The admission of securities to trading in the second regulated markets in Royal Decree 710/1986 of 4 April, creating a second stock market in official exchanges, will have to meet the requirements set out in the this chapter, with the exceptions set out below.

2. Securities of companies which do not reach the minimum amount of capitalisation required by Article 9.6 may be admitted to trading.

3. Article 9.7 shall not apply. However, the company applying for the admission of its securities to trading on the second market shall designate an investment firm or a credit institution which is a member of the market and which facilitates the liquidity of the market. value. This requirement must be fulfilled throughout the life of the trading of securities in that market. The CNMV shall establish the conditions for the performance of institutions that facilitate liquidity.

CHAPTER III

Information requirements

Article 11. Information requirements for admission to trading on an official Spanish secondary market.

Admission to securities trading on a Spanish official secondary market shall be subject to prior compliance with the following information requirements:

(a) The contribution and registration in the CNMV of the documents certifying the subjection of the issuer and the securities to the legal regime applicable to them, determined in accordance with the ministerial order that the article develops 27.4 of Law 24/1988, of July 28.

(b) The contribution and registration in the CNMV of the issuer's annual accounts, prepared and audited in accordance with the law applicable to that issuer.

c) The contribution, approval and registration in the CNMV of an information leaflet, as well as its publication.

Article 12. Annual accounts.

1. In accordance with the provisions of Article 26.1 (b) of Law 24/1988 of 28 July, the issuer, in accordance with the rules applicable to it, shall provide for its registration with the CNMV its individual and consolidated annual accounts, in the case of that it is obliged to formulate consolidated statements. States shall at least comprise the last three financial years in the case of equity securities, and the last two financial years in other cases. The states shall also have been prepared and audited in accordance with the law applicable to the issuer.

2. The CNMV may accept annual accounts of the issuer which cover a period lower than those referred to in the preceding paragraph where it is given any of the following:

(a) that the issuer is a special purpose vehicle, i.e. an issuer whose objectives and purposes are fundamentally the issue of securities, and the securities to which the admission relates are securitisation securities; or securities that are guaranteed, provided that the guarantor has published audited annual accounts covering the last three financial years.

(b) The issuer requests the admission of its securities to trading in the special segment called 'new market', established by the Ministerial Order of 22 December 1999.

(c) that the CNMV so decides in the interest of the issuer or investors, provided that it understands that investors have the information necessary to form a judgment founded on the issuer and on securities whose admission to negotiation is requested.

Article 13. Information brochure.

In accordance with the provisions of Article 26.1.c) of Law 24/1988 of 28 July of the Stock Market, any admission of securities to trading on a Spanish secondary market shall be subject to the prior the provision, approval and registration in the CNMV and the prior publication of a prospectus in accordance with the provisions of Title II.

CHAPTER IV

Exceptions to information requirements

Article 14. Exception of all information requirements.

1. It shall not be subject to the fulfilment of the information requirements referred to in the previous chapter on admission to trading on an official Spanish secondary market of non-equity securities issued by:

a) The Spanish State, by its Autonomous Communities or by its local entities.

(b) Any other Member State of the European Union.

(c) International public bodies of which one or more Member States of the European Union are part.

d) The European Central Bank.

e) The central banks of the Member States of the European Union.

(f) Legal persons domiciled in the Spanish State and created by a special law, provided that the principal and interests relating to such securities are irrevocably and unconditioned by the State

2. It shall not be subject to the fulfilment of the information requirements referred to in the previous chapter on admission to trading on an official Spanish secondary market of shares issued by the central banks of the Member States of the Union. European.

CHAPTER V

Annual information

Article 15. Annual information referral.

1. Where Spain is the home Member State, issuers having securities admitted to trading on a secondary Spanish official market shall deposit annually with the CNMV, after the publication of the annual accounts, a document which contains or indicates where all information which the issuer has published or made available to the public during the preceding 12 months may be obtained in one or more Member States and in third countries, in compliance with Community law and National law on securities, securities issuers and securities markets, as well as securities markets and securities markets. . The same duty shall be for issuers who have securities admitted to trading on regulated markets in other Member States of the European Union in the event that Spain is a home Member State.

Issuers shall at least refer to the information and documents required, in accordance with the rules approved by the Member States for the transposition of the Company Law Directives, the Directive 2001 /34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official listing and the information to be published on those securities and Regulation (EC) No 1606/2002 The European Parliament and the Council of 19 July 2002 on the application of international standards accounting.

2. The obligation contained in paragraph 1 shall not apply to issuers exclusively of non-equity securities whose nominal unit value is at least EUR 50 000 or in the assumptions of the previous Article.

TITLE II

The Informational Brochure

CHAPTER I

Informational Brochure Requirements

Article 16. Content of the information leaflet.

1. In accordance with Article 27.1 of Law 24/1988 of 28 July 1988 on the Securities Market, the prospectus shall contain information relating to the issuer and the securities to be admitted to trading on an official secondary market. Spain or on a regulated market domiciled in the European Union. Without prejudice to the exceptions to the obligation to include certain information to be laid down in the ministerial order as provided for in Article 27.4 of Law 24/1988 of 28 July, the prospectus shall contain all the information which, according to the specific nature of the issuer and the securities is necessary for investors to be able to make an assessment, with sufficient information, of assets and liabilities, the financial situation, profits and losses, as well as of the prospects of the issuer and eventually the guarantor and the rights inherent in such securities. This information shall be presented in an easily analysable and comprehensible form.

2. The prospectus must be signed by a person with the power to bind the entity requesting admission to the securities to be traded.

Article 17. Summary.

1. In accordance with Article 27 (3) of Law 24/1988 of 28 July 1988, the prospectus shall include a summary which, in a short form and in a non-technical language, shall reflect the essential characteristics and risks associated with the issuer. possible guarantors and values. The summary shall also contain a warning that:

a) It should be read as an introduction to the brochure.

(b) Any decision to invest in securities should be based on the investor's consideration of the prospectus as a whole.

(c) No liability may be required of any person solely for the summary, unless such summary is misleading, inaccurate or inconsistent in relation to the other parts of the prospectus.

2. It shall not be mandatory to include a summary in cases where the prospectus approved by the CNMV relates to admission to trading on an official secondary market or another regulated market domiciled in the European Union of securities other than participative whose nominal unit value is at least EUR 50 000.

3. In the case of admission to trading on an official Spanish secondary market, irrespective of the competent authority approving the prospectus, the person applying for admission must translate the summary into Spanish when the prospectus is not written in this language. Notwithstanding the foregoing, the CNMV, taking into account the special circumstances of admission, may exempt the person who requests it to translate the summary. In no case shall such translation be necessary in the case of non-equity securities whose nominal unit value is at least EUR 50 000.

Article 18. Format of the prospectus.

The prospectus may be drawn up as a single document or in separate documents, in accordance with the provisions of the following Articles.

Article 19. Brochures that are composed of separate documents.

1. When the prospectus is composed of separate documents, you must divide the requested information between a registration document, a note on the securities, and a summary.

2. The registration document shall contain the information relating to the issuer. Issuers may apply to the CNMV which, for the purposes of Article 25, supports their audited annual accounts as a valid registration document. To this end, they shall contain the information required by the applicable rules for the registration document. For the purposes of the prospectus examination, the CNMV may require the issuer to provide a table of equivalence between the information items required by the registration document model and the paragraphs of the audited annual accounts where it is have included such information.

3. The securities note shall contain information relating to securities to be admitted to trading on a Spanish official secondary market or on another regulated market domiciled in the European Union.

4. In the cases provided for in this Article, the person applying for admission to trading may submit the registration document to the CNMV, either for approval or for its deposit.

The issuer that already has a registration document approved by the CNMV should only elaborate the securities note and the summary when the securities are to be admitted to trading. These documents must be approved by the CNMV. In such cases, the securities note shall provide the information that would normally be included in the registration document if, since the last update of the registration document or any supplement provided for in Article 22 was approved, there has been a change or a new event that is relevant and that could affect investor assessments.

In the event that the issuer has a registration document that has only been deposited with the CNMV, it must update it, when the securities are to be admitted to trading, if a change or a new currency has occurred. the event that they are relevant and which could affect investor assessments. You must also draw up the note on the securities and the summary. The updated registration document, the securities note and the summary must be approved by the CNMV.

When the record document deposited is the audited annual accounts, the update will be made in the note on the values.

Article 20. Brochures in single document.

The single document format booklet can be used as a record document in the form provided by the previous article.

Article 21. Base prospectus and final terms of the offering.

1. The base prospectus is the prospectus containing all the information to be contained in a prospectus, except for the final terms of the offer.

The prospectus may be made up of a base prospectus only in the case of the following:

(a) Non-equity securities and warrants of any kind, including those that have the consideration of equity securities, that are issued in accordance with an emission programme.

A programme shall be understood to mean a programme which permits the issue to be broadcast continuously or repeatedly over a specified period of time of any value other than shares or other marketable securities equivalent to the shares of companies.

(b) Non-equity securities issued by a credit institution in a continuous or repeated manner, with the understanding of such continuing emissions or at least two distinct issues of securities of a similar type or class over a period of 12 months, provided the following conditions are met:

1. That the amount from the issuance of such securities, in accordance with the national law applicable to the issue, is invested in assets that provide sufficient cover to meet the commitments derivatives of securities up to their due date, and

2. In the case of insolvency of the credit institution, that amount is primarily intended for the payment of the principal and accrued interest, without prejudice to the provisions of the Act of 22 April 2005 on the the reorganisation and liquidation of credit institutions, or equivalent regulation of other Member States of the European Union transposing Directive 2001 /24/EC of the European Parliament and of the Council of 4 April 2001.

2. The final terms of the offer are the items of information that are not known when the base prospectus is approved and which can only be determined at the time of issue. These final conditions may contain only information elements required for the securities note referred to in Article 19.3 and shall not be subject to approval by the CNMV. The final terms, when not included in the supplement, shall be provided to investors and shall be deposited with the CNMV on the occasion of each admission as soon as practicable for the person applying for admission and, if possible, before the start of the offer.

Article 22. Supplements to the prospectus.

1. Any new significant factor, inaccuracy or error that is relevant to the information contained in the prospectus, which may affect the assessment of the securities and which arises or may arise, shall be recorded in a supplement to the prospectus. (a) note between the approval of the prospectus and the commencement of trading on an official Spanish secondary market or on another regulated market domiciled in the European Union. In order to determine whether the significant factor, inaccuracy or error affects the assessment of the securities, the type of value referred to in the prospectus shall be taken into account.

2. The supplement shall be approved in the same way as the original prospectus within a maximum of five working days and shall be published, at least, through the same means used for the publication of that prospectus. The summary and eventual translation shall be completed, if necessary, to take into account the new information included in the supplement.

Article 23. Language of the brochure.

1. The prospectuses approved by the CNMV for admission to trading on a secondary official Spanish market shall be drawn up, at the choice of the person applying for admission, in Spanish, in a language customary in the field of international finance or in another language other than the previous ones that the CNMV accepts.

2. Prospectuses approved by the CNMV for admission to trading in one or more regulated markets domiciled in one or more Member States of the European Union other than the Spanish State shall be drawn up, at the choice of the person requesting the admission, in a language accepted by the competent authorities of all host Member States or in a language customary in the field of international finance. Without prejudice to the foregoing, the person applying for admission shall translate the summary into the official language (s) of each host Member State, if required by its competent authorities.

For the purposes of the examination of the prospectus, the CNMV may require that the prospectus be presented in one of the languages mentioned in the previous paragraph, at the choice of the person requesting admission to the negotiations.

3. The prospectuses approved by the CNMV for admission to trading on a Spanish secondary market and in one or more regulated markets domiciled in the European Union shall be drawn up in one of the languages referred to in paragraph 1 and, at the choice of the person applying for admission, in a language accepted by the competent authorities of all host Member States or in a language customary in the field of international finance. Without prejudice to the foregoing, the person applying for admission shall translate the summary into the official language (s) of each host Member State, if required by its competent authorities.

4. The prospectus to be approved by the CNMV for admission to trading on a secondary Spanish official market, or on another regulated market domiciled in the European Union, of non-equity securities whose nominal unit value is at least EUR 50 000 be drawn up, at the choice of the person applying for admission, in a language accepted by the CNMV and by the competent authorities of all host Member States or in a language customary in the field of international finance. Without prejudice to the foregoing, the person applying for admission shall translate the summary into the official language (s) of each host Member State, if required by its competent authorities.

CHAPTER II

Approval, registration, publication, advertising, and validity of the information brochure

Article 24. Approval of the prospectus.

1. The approval of the prospectus is an express act of the CNMV resulting from the analysis carried out, which concludes that the prospectus is complete, understandable and contains consistent information. In no case shall the approval involve a judgment on the quality of the issuer requesting admission to trading of its securities or on the latter.

2. The prospectus may not be published until it has been approved by the CNMV.

3. The CNMV shall notify the person applying for admission to trading on a Spanish secondary market or on another regulated market domiciled in the European Union of its decision on the approval of the prospectus within the maximum period of 10 days. Business from the presentation of the prospectus project.

The CNMV may set lower deadlines depending on the format of the prospectus, the type of value, and the type of issuer.

The lack of express resolution of the CNMV within the time limit set forth in this article will be out of order in accordance with the provisions of Article 26.4 of Law 24/1988 of 28 July of the Securities Market.

4. Where the CNMV considers that the prospectus presented is incomplete, it shall notify the additional information required of the person requesting admission to trading within the time limits provided for in the preceding paragraph. In this case, the deadline to resolve will be interrupted since the CNMV makes the request and until such information is sent to it. In general, such a referral shall be made within 10 working days from the date of receipt of the request by the person concerned. The CNMV may extend that time limit when required by the nature or complexity of the information to be submitted.

5. Where the CNMV is required to approve the prospectus as Spain the home Member State, the CNMV may transfer this competence to the competent authority of another Member State of the European Union, provided that it has the agreement of the latter. This decision shall be notified to the person applying for admission to trading within three working days of their adoption.

6. The CNMV may accept the transfer of prospectuses from the competent authority of another Member State of the European Union for approval. The period referred to in paragraph 3 shall apply from the date on which the competent authority of the home Member State notifies the transfer.

Article 25. Registration and publication of the information leaflet.

1. Once the prospectus has been approved by the CNMV, it must be registered in the corresponding administrative register and will be made available to the public by the person asking for admission to negotiation as soon as practicable and, in any case, within of a reasonable period before the admission to trading of the securities concerned or, at most, at that time. The inclusion of the prospectus in the registration of Article 92.c) of Law 24/1988, of July 28, does not constitute publication for the purposes of this article.

In the case of a prospectus consisting of separate documents or incorporating information by reference, the documents and information contained in the prospectus may be published and distributed separately, provided that they are documents are made available to the public free of charge, as provided for in the following paragraph. In such cases, each document shall indicate where the other documents constituting the whole prospectus may be obtained.

The text and format of the prospectus, and of the prospectus supplements, published or made available to the public, must always be identical to the original version approved by the CNMV.

2. The prospectus shall be deemed to be made available to the public when published, at the choice of the person applying for admission to trading, through any of the following means:

(a) In one or more newspapers distributed in the Member States in which admission to trading is requested, or which have a wide circulation in them.

(b) In a printed form, which must be made available free of charge to the public in the market offices in which securities are admitted to trading or to the issuer's social addresses and offices of the financial intermediaries placing the securities, including the payment agents.

(c) In electronic form on the website of the issuer and, where applicable, of the financial intermediaries, including the payment agents, at least during the period of validity of the prospectus.

(d) In electronic form on the website of the market in which admission to trading is requested, at least during the period of validity of the prospectus.

e) In electronic form on the CNMV website, in the event that the CNMV offers this service for the brochures it approves.

3. The CNMV shall publish on its website, at its choice, either all the brochures approved in the preceding 12 months, or the list of such brochures, including, if appropriate, a hypertext link to the prospectus published on the website of the issuer or the market.

4. In cases where the prospectus is made available by publication in electronic form, the person applying for admission to trading or the financial intermediaries involved in the transaction shall provide free of charge a copy on paper to the investor requesting it.

Article 26. Exceptions to the obligation to publish the information leaflet.

1. The obligation to publish a prospectus shall not apply to the admission to trading of the following types of securities:

(a) Shares representing, over a period of 12 months, less than 10 percent of the number of shares of the same class already admitted to trading on the same market.

b) Shares issued in substitution of shares of the same class already admitted to trading on the same market if the issuance of such shares does not imply any increase in the issued capital.

(c) Securities offered as payment in connection with a public takeover offer, provided that a document containing information is available to the CNMV as equivalent to that of the prospectus, taking into account the requirements of Community legislation.

(d) Securities offered, allocated or intended to be allocated in connection with a merger, provided that a document containing information which the CNMV considers equivalent to that of the prospectus is provided, taking into account the requirements of the Community rules.

e) Shares offered, allocated or intended to be allocated free of charge to current shareholders, and dividends paid in the form of shares of the same class as those for which dividends are paid, provided that the These actions are of the same kind as those that have already been admitted to trading on the same market and that a document containing information on the number and nature of the shares and the reasons and details of the offer.

(f) Securities offered, assigned or intended to be assigned to current or former directors or employees by their employer or by a company in their group, provided that the securities are of the same class as those that have already been admitted to trading on the same market and that a document containing information on the number and nature of the securities and the reasons and details of the offer is available.

g) Shares resulting from the conversion or exchange of other securities or the exercise of the rights conferred by other securities, provided that such shares are of the same class as the shares already admitted to trading in the same market.

h) Securities already admitted to trading on another official secondary market or on another regulated market domiciled in the European Union, subject to the following conditions:

1. No such values, or values of the same class, have been admitted to trading on that other market for more than 18 months.

2. No, for securities admitted for the first time to trading after 31 December 2003, admission to trading on that other market has been associated with an approved prospectus and made available to the public, compliance with Article 25.

3. No, except in the case of application of the provisions of paragraph 2. º, for securities admitted for the first time to trading after 30 June 1983, the prospectus was approved in accordance with the requirements laid down in the rules adopted by the Member States for the transposition of Council Directive 80 /390/EEC of 17 March 1980 on the coordination of the conditions for the production, control and dissemination of the prospectus to be published in the event of public offering of marketable securities, or of Directive 2001 /34/EC.

4. The obligations arising from the negotiation in that other market have been fulfilled.

5. That the person requesting the admission of such securities makes a summary in Spanish available to the public.

6. º that the summary referred to in paragraph 5. is made available to the public in Spanish territory through any of the means provided for the publication of the information leaflet, in accordance with the provisions of the Article 25.2.

7. The content of the summary shall be in accordance with the provisions of Article 17. In addition, the summary shall indicate where the most recent prospectus and the financial information published by the issuer may be obtained in accordance with the obligations arising from the trading on that other market.

i) Non-equity securities issued by a regional or local authority of a Member State of the European Union;

j) Values unconditionally and irrevocably guaranteed by the Spanish State.

2. The person who, in the cases provided for in paragraphs (i) and (j) of the preceding paragraph, applies for admission to trading may draw up a prospectus in accordance with this royal decree where the legislation of other Member States so requires. European Union where securities are to be admitted to trading in order to benefit from the passport referred to in Chapter III of this Title.

Article 27. Period of validity of the information leaflet.

1. A prospectus shall be valid for 12 months from its publication in order to make public offers or admission to trading on a secondary official Spanish market or regulated market domiciled in the European Union, provided that it is completed, in its case, with the supplements required by Article 22.

2. The base prospectus shall be valid for a period of 12 months from its publication. In the case of securities referred to in Article 21.1.b), the prospectus shall be valid until such time as they cease to be issued on a continuous or repeated basis.

3. The registration document shall be valid for a period of up to 12 months from its publication, provided that it has been updated. The registration document accompanied by the securities note, updated as appropriate in accordance with Article 19.4, and the summary shall be considered as a valid prospectus.

Article 28. Advertising.

1. Advertising relating to admission to trading may be disseminated to the public by any interested party, such as, inter alia, the person applying for admission or financial intermediaries participating in the placement or in the insurance of the values. Such advertising may be disseminated through any means of communication and at any time, even before the approval of the information leaflet.

2. Such advertising shall be clearly recognisable as such. Also, the information contained in an advertisement shall not be inaccurate or misleading.

3. In cases where the person applying for admission has an obligation to draw up a prospectus, the following requirements shall apply:

(a) Advertising shall state that a prospectus has been published or published and shall indicate where the prospectus may or may be obtained by investors.

(b) The information contained in an advertisement shall be consistent with respect to the information contained in the prospectus, if it has already been published, or with respect to the information to be included in the prospectus, if it is subsequently published.

(c) Information regarding admission to trading disclosed in an oral or written form, even if not for advertising purposes, shall be consistent with that contained in the prospectus.

4. Where, pursuant to this royal decree, no prospectus is required, any relevant information provided by an issuer or by an offeror and addressed to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to securities offers shall be disseminated to all qualified investors or special categories of investors to whom the offer is addressed. Where a prospectus has to be published, such information shall be included in the prospectus or in a supplement to the prospectus.

5. Advertising will not be subject to approval by the CNMV. Notwithstanding the foregoing, the persons referred to in paragraph 1 shall keep the advertising material at the disposal of the CNMV, within the time limit set, where the approval of the prospectus is appropriate, in accordance with the provisions of the provided for in Article 2.

6. The CNMV may develop the provisions of paragraphs 4 and 5.

CHAPTER III

Cross-border prospectus scheme

Article 29. Cross-border effectiveness of the brochures approved by the CNMV.

1. In accordance with the provisions of the first paragraph of Article 29 of Law 24/1988 of 28 July, the prospectus approved by the CNMV, as well as its supplements, shall be valid for admission to trading on any regulated markets of the Host Member States, provided that the CNMV notifies the competent authority of the host Member State in accordance with the provisions of the following paragraph.

2. At the request of the person requesting the admission or the person responsible for drawing up the prospectus, the CNMV, within three working days of that request or, if the request is submitted in conjunction with the draft prospectus, on the following working day of approval, it shall provide the competent authority of the host Member State or Member States with a certificate of approval attesting that the prospectus has been drawn up in accordance with the rules adopted by the Member States for the transposition of Directive 2003 /71/EC and a copy of that prospectus. Where appropriate, this notification shall be accompanied by the translation of the summary drawn up under the responsibility of the person applying for admission or the person responsible for drawing up the prospectus. The same procedure shall be followed for any supplement to the prospectus.

3. Where the inclusion of certain information has been excepted in accordance with the provisions laid down in the ministerial order for the development of Article 27.4 of Law 24/1988 of 28 July 1988, it shall be declared on the certificate, as well as its justification.

Article 30. Effectiveness in Spain of prospectuses approved in other Member States of the European Union.

In accordance with the second paragraph of Article 29 of Law 24/1988 of 28 July, the prospectus approved by the competent authority of the home Member State, as well as its supplements, shall be valid for the admission to trading on the official Spanish secondary markets, provided that the competent authority refers to the CNMV the documentation referred to in paragraph 2 of the previous article of this royal decree. In this case, the CNMV shall refrain from approving such a prospectus or from carrying out any administrative procedure in relation to it. Where appropriate, the CNMV may draw the attention of the competent authority of the home Member State when it notices the need to publish a supplement to the prospectus, if significant new factors, inaccuracies or errors occurred. relevant.

Article 31. Issuers domiciled in non-EU Member States.

1. In the case of an issuer having its registered office in a State which is not a member of the European Union, the CNMV, when Spain is a home Member State, may approve a prospectus for admission to trading on an official secondary market. Spain or on another regulated market domiciled in the European Union, drawn up in accordance with the legislation of the State of the issuer, provided that the following two conditions are met:

(a) that the prospectus has been prepared in accordance with international standards established by international securities commission organizations, such as the information standards of the International Organization of Securities Commissions Values.

b) That the reporting requirements, including financial information, are equivalent to those required by this royal decree and its development regulations.

The order of the different sections of information contained in the prospectus will be left to the free choice of the person applying for admission.

The prospectus shall be drawn up at the choice of the person applying for admission, in Spanish, in a language customary in the field of international finance or in another language other than the previous language accepted by the CNMV.

The prospectus approved in accordance with this paragraph shall be valid for admission to trading in any host Member State. In this case, Articles 23 and 29 shall apply.

2. In the absence of implementing measures adopted by the European Commission declaring that a State which is not a Member of the European Union guarantees the equivalence of prospectuses produced in that country with Directive 2003 /71/EC, the CNMV may declare such equivalence taking into account national law and the practices or procedures of that third country based on international standards established by international organisations, such as information standards of the International Organization of Securities Commissions. In particular, the following documents shall be deemed to comply with the provisions of subparagraph (b):

(a) The annual accounts drawn up in accordance with, inter alia, international accounting standards or internationally accepted general accounting principles.

(b) The audited annual accounts in accordance with, inter alia, international standards of audit or internationally accepted general principles of audit.

3. Where an issuer has its registered office in a State other than a Member of the European Union, the prospectus approved by the competent authority of another Member State of the European Union shall be valid for admission to trading in Spain, provided that the provisions of Article 30 are complied with.

CHAPTER IV

Prospectus liability

Article 32. Responsible persons.

In accordance with the provisions of Article 28.1 of Law 24/1988, of July 28, you will be responsible for the information booklet, including any supplement, the persons listed in the following articles under the conditions set out therein.

Article 33. Responsibility of the issuer, offeror or person requesting admission to trading and those who accept such responsibility or authorize the prospectus.

1. They are responsible for the contents of the information leaflet, including any supplement, the following persons:

(a) The issuer, the offeror or the person applying for admission to trading in the securities referred to in the prospectus.

(b) The administrators of the former, in the terms that are laid down in the commercial law applicable to them.

c) Persons who agree to take responsibility for the prospectus when such circumstance is mentioned in the prospectus.

(d) Persons not included in any of the preceding paragraphs that have fully or partially authorized the contents of the prospectus when such circumstance is mentioned in the prospectus.

When a person accepts responsibility in accordance with paragraphs (c) and (d), he may declare that he accepts it only in relation to certain parts of the prospectus or only in relation to certain aspects, and in such cases it shall be solely responsible for the specified parts or aspects and only if they have been included in the agreed form and context.

2. Where the securities offeror is different from the issuer, the offeror shall be responsible for the prospectus. However, the issuer may assume such liability in place of the offeror when the offeror has drawn up the prospectus.

3. The issuer or the offeror may not oppose to the bona fide investor facts which are not expressly contained in the information leaflet. For these purposes, the documents incorporated in the prospectus by reference shall be deemed to consist of the prospectus.

4. The content of this Article shall not apply to persons providing their professional advice on the contents of the prospectus.

Article 34. Liability of the guarantor.

The provisions in relation to the issuer in the preceding article shall apply to the guarantor of securities exclusively with respect to the information to be produced.

Article 35. Responsibility of the managing body.

1. For the purposes of this Article, they shall have the consideration of a Director, or those, to which the issuer or the offeror has granted a mandate to conduct operations relating to the design of financial, temporary and trade in the supply or admission, as well as for the coordination of the relations with the supervisory authorities, with the market operators, with potential investors and with the other placement and insurance companies.

2. The managing body shall be responsible when it does not diligently carry out the checks referred to in this Article.

3. In the event that the issuer or offeror has granted a mandate to a managing entity to carry out the operations referred to in paragraph 1, in relation to the first admission to trading of the issuer's shares previously held the object of a public offer of sale and the prospectus must be approved by the CNMV, the latter must carry out the checks which, reasonably, according to commonly accepted market criteria, are necessary to contrast the information contained in the note of the values relating to the operation or the values is not false or data is omitted required by the applicable legislation. Such checks may vary according to factors such as the characteristics of the transaction, the issuer and its business, the quality of the information available or provided by the issuer or the prior knowledge of the issuer director.

Article 36. Persons entitled to exercise the liability action.

In accordance with the provisions of Article 28.3 of Law 24/1988 of 28 July of the Stock Market, the persons responsible for the information leaflet, in accordance with the provisions of the foregoing Articles, shall be required to compensate persons who have acquired in good faith the securities referred to in the prospectus during their period of validity for the damages they have caused as a result of any information contained in the prospectus Prospectus that is false, or by default in the prospectus of any relevant data required pursuant to with this royal decree, provided that the false information or the omission of relevant data has not been corrected by a supplement to the information leaflet or has been disseminated to the market before such persons have acquired the information values.

Article 37. Exemptions from liability.

A person shall not be liable for damages caused by the falsehood in any information contained in the prospectus, or for an omission of any relevant data required in accordance with the provisions of this royal decree, if proof that at the time the prospectus was published acted with due diligence to ensure that:

a) The information contained in the booklet was true.

b) The relevant data whose omission caused the loss was correctly omitted.

However, this exemption will not apply when that person, after the approval of the prospectus, was aware of the untruth of the information or the omission and did not put the necessary means to inform the affected persons diligently during the period of validity of the prospectus.

TITLE III

Public or subscription offerings of values

Article 38. Public offering definition of sale or subscription and general clause.

1. In accordance with Article 30a (1) of Law 24/1988, of July 28, of the Securities Market, the public offering for sale or subscription of securities is all communication to persons in any form or by any means that provides information sufficient on the terms of the offer and the securities offered in such a way as to enable an investor to decide on the acquisition or subscription of these securities.

In accordance with the second paragraph of Article 30b. 1 of that law, the offer of securities shall not be taken into account by the public offering:

a) Directed exclusively to qualified investors.

(b) Direct to less than 100 natural or legal persons per Member State, without including qualified investors.

(c) Directed to investors who acquire securities for a minimum of EUR 50,000 per investor for each separate offer.

d) Whose nominal unit value is at least EUR 50,000.

e) A total amount is less than EUR 2,500,000, which will be calculated over a period of 12 months.

However, any subsequent resale of securities that have previously been the subject of one or more of the above offer types will be considered as a separate offer and the definition of public offering contained in the this article to decide whether or not such resale can be classified as a public offering of securities.

2. For public tenders for the sale or subscription of securities other than the obligation to publish an information prospectus for public offering in accordance with Article 41, they shall apply to them:

(a) With regard to the suitability requirements set out in Chapter II of Title I, only the requirement relating to the legality of the issuer established in Article 8.2 and the requirement relating to the legality of the securities set out in Article 9.2.

(b) The requirements for information on admission to trading of securities as set out in Chapter III of Title I, where applicable, with the adaptations deemed relevant by the CNMV. Compliance with these requirements will be verified by the CNMV.

3. Public tenders for the sale or subscription of securities which are exempted from the obligation to publish an information prospectus for a public offering in accordance with Article 41 shall not be subject to the requirements referred to in paragraph 1. paragraphs (a) and (b) of the previous paragraph.

Article 39. Qualified investors and register of qualified investors.

1. For the purposes of Article 30b (a) (a) of the Law 24/1988 of 28 July, qualified investors shall be considered to be the following persons or entities:

(a) Legal persons authorised or regulated to operate on financial markets, including: credit institutions, investment firms, other authorised or regulated financial institutions, insurance companies, collective investment institutions and their management companies, pension funds and their management companies, authorised intermediaries of commodity derivatives, as well as unauthorised or regulated entities whose sole activity is to invest in values.

b) national and regional governments, central banks, international and supranational bodies such as the International Monetary Fund, the European Central Bank, the European Investment Bank and other organisations Similar international.

c) Other legal persons other than small and medium-sized enterprises.

(d) Natural persons resident in the Spanish State who have expressly requested to be considered as a qualified investor and who fulfil at least two of the following three conditions:

1. The investor has performed significant volume transactions on the stock markets with an average frequency of at least 10 per quarter for the previous four quarters.

2. The volume of the investor's portfolio of securities is greater than EUR 500,000.

3. That the investor works or has worked for at least one year in the financial sector performing a function that requires knowledge relating to investment in securities.

e) Small and medium-sized enterprises which have their registered office in the Spanish State and who have expressly requested to be considered as a qualified investor.

2. For the purposes of paragraphs (d) and (e) of the previous paragraph, investment firms and credit institutions which provide investment services shall keep a record of their clients, natural persons and persons and persons, and medium-sized enterprises which have requested in writing to be considered as qualified investors and who have expressly requested their inclusion in such a register.

In their application, natural persons must certify that two of the three conditions set out in paragraph (d) of the previous paragraph are met and that small and medium-sized enterprises must certify their status as such in accordance with Article 4.

Enrollment will be valid for one year. The investor who wishes to remain on the register must apply annually for renewal in accordance with the preceding paragraph.

A qualified investor may request in writing at any time its registration discharge. The entity in charge of the register shall inform you of its absence within three working days of receipt of the application.

Entities carrying such registration must inform the persons concerned about their inclusion in the register and the other ends provided for in the Organic Law 15/1999 of 13 December on the Protection of Data of Character Personal. They shall also make the registration available to the CNMV upon request.

The issuer, or the person intending to make an offer of securities, shall have access to such records when it is to make an offer to sell securities within three days of its request. To do so, you must justify your application and document the existence of the offer process.

The person requesting access to the registry may only use the information obtained to make an offer to sell to such investors. It shall also maintain the confidentiality of the content of the register and ensure that such information is not disclosed to any person other than the qualified investor. For such purposes, the entity in charge of the register in question shall expressly warn the applicants of their duty of confidentiality, as well as of the infringements and penalties arising from their improper use.

The CNMV will set the information to contain the record referred to in this section.

Article 40. Regulation of the public offering prospectus for sale or subscription.

1. The provisions of Title II shall apply to information brochures which are published on the occasion of a public offer of sale or subscription with the following specialities:

(a) References to the person requesting admission to trading shall be construed as references to the issuer or offeror.

(b) The maximum period referred to in Article 24.3 for the approval of the prospectus shall be 20 working days if the public offering relates to securities issued by an issuer which has no value admitted to trading on a market (a) official secondary or other regulated market domiciled in the European Union and which has not previously offered securities to the public.

c) In the case of guaranteed securities, the guarantor shall have to provide information about itself as if it were the issuer of the same type of security as the subject of the guarantee.

(d) The public offering of the securities referred to in a prospectus may be divided into successive instalments or through extensions, without the need for a new prospectus for the 12 months following its publication.

e) In the case of a public offering of a class of shares not yet admitted to trading on an official secondary market or in another regulated market domiciled in the European Union which is to be admitted to trading for the first time time, the prospectus must be available at least six working days before the end of the offer.

(f) Where the supplement referred to in Article 22 applies, investors who have already agreed to acquire or subscribe to the securities before the supplement is published shall be entitled to withdraw their acceptance. This right may be exercised within a period of not less than two working days from the publication of the supplement.

2. Where, exceptionally, after the end of the subscription or sale period, there is a substantial change in the rights of the holders not provided for in the information prospectus for the public offering of sale or subscription, the issuer of the securities inform the public without delay of such change through the same means used for the publication of the prospectus.

Article 41. Exceptions to the obligation to publish a public offering prospectus.

1. The obligation to publish a prospectus shall not apply to the public offering of the following types of securities:

a) Shares issued in substitution of shares of the same class already issued, if the issuance of such shares does not imply any increase in the issued capital.

(b) Securities offered as payment in connection with a public takeover offer, provided that a document containing information is available to the CMNV as equivalent to that of the prospectus, taking into account the requirements of Community legislation.

(c) Securities offered, allocated or intended to be allocated in connection with a merger, provided that a document containing information which the CNMV considers equivalent to that of the prospectus is provided, taking into account the requirements of the Community rules.

(d) Shares offered, allocated or intended to be allocated free of charge to current shareholders, and dividends paid in the form of shares of the same class as those for which the dividends are paid, provided that available a document that contains information about the number and nature of the actions and the reasons and details of the offer.

e) Securities offered, assigned or intended to be assigned to current or former directors or employees by their employer or by a company in their group, provided that the securities are of the same class as those that have already been admitted to trading on an official secondary market or on another regulated market domiciled in the European Union, and a document containing information on the number and nature of the securities and the reasons and details of the transaction is available. offer.

f) Non-equity securities issued by:

1. The Spanish State, its Autonomous Communities or their local entities.

2. A Member State of the European Union or one of its regional or local authorities.

3. º International public bodies of which one or more Member States of the European Union are part.

4. The European Central Bank.

5. The central banks of the Member States.

g) The actions of central banks in the Member States.

(h) Unconditional and irrevocably guaranteed values by the Spanish State.

i) Debt securities issued on a continuous or repeated basis by credit institutions, provided that these securities:

1. No. Be not subordinate, convertible, or exchangeable.

2. º Do not be entitled to subscribe or acquire other types of values.

3. º Do not be linked to an underlying that depends on its value or price.

4. º Materialize the receipt of repayable deposits and

5. EEsten covered by a deposit guarantee scheme in accordance with the rules approved by the Member States for the transposition of Directive 94 /19/EC of the European Parliament and of the Council of 30 May 1994 on the deposit guarantee schemes.

(j) Debt securities issued on a continuous or repeated basis by credit institutions, where the total amount of the offer is less than EUR 50 million, the limit of which shall be calculated for a period of 12 months; condition that these values:

1. No. Be not subordinate, convertible, or exchangeable.

2. º Do not qualify to subscribe or acquire other types of securities, and

3. º Do not be linked to an underlying that depends on its value or price.

2. The issuer or offeror may, in the cases provided for in paragraphs (f), (h) and (j) of the preceding paragraph, draw up a prospectus in accordance with this royal decree where the legislation of other Member States of the European Union so requires. to publicly offer the securities in order to benefit from the passport referred to in Chapter III of Title II.

Article 42. Statistical information.

Terminated the period of public offering, the issuer or offeror will forward to the CNMV, for publication, information on the outcome of the offer. This information shall be in accordance with the models and instructions set out by the CNMV and shall be transmitted within the time limit determined by the CNMV.

Article 43. Processing, formalisation and settlement of public offers for sale or subscription.

The processing, formalization and settlement of the offers will be performed in the form provided for in your brochure. Where the offer is for securities to be traded on stock exchanges, they shall be made through the systems and procedures and under the insurance and security arrangements established by the stock exchanges and the securities exchange. the management company for the systems of registration, clearing and settlement of securities.

TITLE IV

Faculties of the National Securities Market Commission

Article 44. Powers of the CNMV.

1. In accordance with Article 85 of the Law 24/1988 of 28 July 1988 on the Securities Market, the CNMV may collect from the persons listed in Article 84 of that Law any information it deems relevant to the matters of the law. related in this royal decree. It will also be able to carry out the necessary inspections. In particular it may:

(a) Require the prospectus officer to complete the information provided to comply with the requirements of the relevant section of the prospectus model.

(b) Require issuers, offerors or persons applying for admission to trading on a secondary Spanish official market or on a regulated market, and the persons who control them or are controlled by them, to facilitate information and documents on the related matters in this royal decree.

(c) Require the directors of the issuer, the offeror or the person applying for admission to trading on an official Spanish secondary market or on a regulated market, as well as the financial intermediaries responsible for make the offer to the public or ask for admission to trading, which will provide information on the matters related to this royal decree.

2. Likewise, in accordance with the provisions of the first provision of Law 19/1988 of 12 July of the Audit of Accounts, the CNMV may require the auditors of the issuer, the offeror or the person applying for admission to trading on an official Spanish secondary market or on a regulated market that provides information on the related matters in this royal decree.

3. The CNMV may require the issuer to publish any relevant information that may affect the valuation of securities admitted to trading on regulated markets to ensure investor protection or the smooth functioning of the market.

You may also require the cessation or rectification of advertising that is contrary to the provisions contained in this royal decree.

4. In accordance with Article 15.2 of the Rules of Procedure for the exercise of sanctioning powers, approved by Royal Decree 1398/1993 of 4 August 1993, the CNMV may, in the agreement initiating a procedure, sanctioning for the offences referred to in Articles 99.1 and 100.ll of Law 24/1988 of 28 July, or during its processing, to agree to the adoption of the following measures of a provisional nature:

a) Suspend a public offer or admission to trading for a maximum period of 10 consecutive business days on each occasion.

b) Prohibit or suspend advertising for a maximum period of 10 consecutive business days on each occasion.

c) Prohibit a public offering.

5. In accordance with Articles 33 and 34 of Law 24/1988 of 28 July of the Stock Market, the CNMV may:

(a) Suspend trading on an official Spanish secondary market or on another regulated market for a maximum period of 10 consecutive working days on each occasion, or request that the governing bodies of the markets be (a) if it has reasonable grounds to believe that the provisions of this royal decree have been breached or in the interests of investor protection.

(b) Exclude the negotiation in a Spanish secondary market or on a regulated market if it finds that the provisions of this royal decree have been breached; such an agreement shall be adopted, in any event, after the hearing of the interested and without prejudice to any precautionary measures that may be taken.

6. The CNMV shall ensure that issuers whose securities are traded on an official Spanish secondary market or on regulated markets comply with the obligations laid down by Community law in relation to regulated information and that they are provides information equivalent to investors and that the issuer grants equivalent treatment to all securities holders who are in the same position in all Member States where the offer is made to the public or values

Additional disposition first. Encoding values.

1. The CNMV shall perform the necessary functions for the proper codification of marketable securities. In the exercise of those tasks, it shall be for the adoption of technical standards, the establishment of forms and the allocation and management of transferable securities identification codes and shall be the sole competent entity for such purposes.

2. All marketable securities admitted to trading on an official Spanish secondary market shall be identified by the relevant code.

3. The CNMV is enabled to develop the provisions of this provision.

Additional provision second. Own rules for admission to trading.

The decision-making bodies of the stock exchanges must approve, within six months of the entry into force of this royal decree, their own rules for the admission to trading of the securities to be traded on that stock exchange. These rules should be clear and transparent.

First transient disposition. Issuers domiciled in third countries at the entry into force of the royal decree.

issuers domiciled in third countries whose securities are admitted to trading before 1 July 2005 on a Spanish secondary market or on a regulated market domiciled in a Member State of the European Union, and who want Spain to be its home Member State in accordance with Article 2.2.c), shall notify the CNMV before 31 December 2005.

Second transient disposition. Minimum capitalization amount for admission to trading on official secondary markets.

The minimum capitalisation amount of EUR 6 million set for the admissions in Article 9.6 shall not apply to companies whose shares are already admitted to trading on the date of entry into force of the this royal decree.

Transitional provision third. Validity of Chapter V of the Trade Bags Regulation.

Until the own rules for admission to trading mentioned in the second provision are approved, Chapter V of the Regulation of the Official Exchanges of Trade, approved by the Decree-to 1506/1967, shall remain in force. of 30 June, as long as you do not oppose the provisions of this royal decree.

Single repeal provision. Regulatory repeal.

Without prejudice to the provisions of the transitional provisions, Royal Decree 291/1992 of 27 March on issues and public offers for the sale of securities is hereby repealed; Chapter V of the Regulation of the Official Exchanges of Trade, approved by Decree 1506/1967 of 30 June, except for Articles 48.1 and 49, and any rules of equal or lower rank shall be contrary to the provisions of this royal decree.

Final disposition first. Incorporation of European Union law.

This royal decree partially incorporates into Spanish law Directive 2003 /71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published in the event of a public offer or admission (a) the price of securities and the amendment of Directive 2001 /34/EC.

Final disposition second. Competence title.

This royal decree is issued under the jurisdiction of article 149.1.6., 11. and 13. of the Constitution.

Final disposition third. Enabling the Minister for Economic Affairs and Finance.

The Minister of Economy and Finance is empowered to dictate how many provisions are necessary for the development of what is foreseen in this royal decree.

Final disposition fourth. Entry into force.

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

Given in Madrid, 4 November 2005.

JOHN CARLOS R.

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

PEDRO SOLBES MIRA