The approval of Royal Decree 664/1999 of 23 April 1999 on foreign investment has brought about the final adequacy of our legal system to the Treaty establishing the European Community, in which the full freedom of movement of capital and payments between Member States and between Member States and third countries.

Two have been the fundamental aspects regulated by the aforementioned Royal Decree. The establishment, first of all, of an investment declaration mechanism enabling administrative, statistical or economic knowledge of operations and the possibility of adopting, in the second term, justified measures for reasons of public order and public security, allowing, in exceptional cases, the suspension of the liberalisation regime.

In use of the rating contained in the final provision of Royal Decree 664/1999, which authorizes the Minister of Economy to develop the provisions of this standard, this Order, which comes to regulate the procedures applicable to the processing and registration of investment transactions included in Royal Decree 664/1999.

This Order includes both foreign investments in Spain and Spain abroad. It therefore contains a title I, relating to general rules for external investment, which covers two chapters. One relating to general provisions, in which the form of accrediting resident and non-resident conditions in Spain, as well as the rules applicable to the change of domicile and the transfer of residence, and another relating to the suspension of the Liberalisation regime. In this Chapter II, two procedures are dealt with, the suspension of the liberalisation regime itself and the subsequent one aimed at obtaining the authorization to make an investment in the assumption that the liberalisation regime will be would have been suspended.

Since the regime of foreign investments pivots on the information system and declaration to the Investment Registry of the Ministry of Economy of all investments regulated in Royal Decree 664/1999, the This rule meets the objective of establishing the various procedures through which declarations should be made on the basis of the type of investment concerned.

Thus, Title II of this Order deals with the procedures for declaring foreign investments in Spain and Title III, in parallel regulation, deals with the procedures for declaring investments. Spanish on the outside.

In its virtue, and after the approval of the Minister of Public Administrations, I have:

TITLE I

General External Investment Rules

CHAPTER I

General provisions

Article 1. Objective scope.

By this Order, the applicable procedures for prior and subsequent declarations of foreign investments and their liquidation are laid down. The procedures for the submission of annual reports on the development of investments and the dossiers for authorization which, if appropriate, result from the suspension of the established liberalisation regime, are also laid down. Article 10 of Royal Decree 664/1999 of 23 April 1999 on Foreign Investment.

Article 2. Subject to external investments.

1. According to the provisions of Article 2 of Royal Decree 664/1999, foreign investment holders in Spain may be:

(a) Natural persons not resident in Spain, understood by such Spanish or foreign nationals domiciled abroad or who have their principal residence there.

(b) Legal persons domiciled abroad, as well as public entities of foreign sovereignty.

2. According to the provisions of Article 5 of Royal Decree 664/1999, they may be holders of Spanish investments abroad:

(a) The natural persons resident in Spain, understood by such Spanish or foreign nationals with domicile or principal residence in Spain.

b) Legal persons domiciled in Spain.

Article 3. Accreditation of the status of non-resident and resident in Spain.

1. The accreditation of the condition of non-resident shall be carried out in the form set out in Article 2 (4) of Royal Decree 1816/1991 of 20 December 1991 on Economic Transactions with the Exterior, to which the following rules are added:

(a) In the case of Spanish natural persons and it is not possible to obtain the certification of the Spanish consular authority referred to in Article 2.4 (a) of that Royal Decree 1816/1991, either because there is no prior registration or for any other circumstance, the accreditation of the condition of non-resident shall be carried out, for reasons of urgency, by the presentation of photocopy of the passport or national identity document and written declaration of its condition of non-resident, to which any other means of evidence admitted to it shall be added the right to be submitted by the

concerned.

In these cases, in the case of Spanish natural persons residing in other Member States of the European Union or in other States parties to the Agreement on the European Economic Area, the presentation of photocopy of the national residence card of a Member State of the European Union or equivalent document, as well as a written declaration of its status as non-resident in Spain.

In any event, the investor must obtain the certification of the Spanish consular authority and forward to the General Directorate of Trade and Investments a copy of the same, as soon as it is obtained and always within a period of not more than one month from the date of notification of the certification.

(b) In the case of foreign natural persons and the negative certification of residence referred to in point (b) of Article 2.4 of Royal Decree 1816/1991 is not available, at the time the declaration may be made, for reasons of urgency, make a written declaration stating the condition of non-resident accompanied by photocopy of the passport or other document attesting to their foreign nationality.

In any case, the investor must obtain the negative certification of residence of the Ministry of the Interior and refer to the Directorate General of Trade and Investments, which is administratively sealed, as soon as possible. obtained and always within a period not exceeding one month from the date of notification of the certification.

c) Spanish or foreign natural persons referred to in points (a) and (b) above may prove non-residence, by means of a certificate or a bank statement attesting that the amounts intended for payment of the investment comes from a non-resident account opened in an operating office in Spain of a deposit entity registered in the Official Records of the Banco de España (hereinafter "registered entities") in the name of the investment holder. Such accreditation may be reflected in the bank's compliance with the check if this means of payment is used.

(d) Legal persons domiciled abroad shall credit their status by means of a document showing their registered office.

(e) The accreditation of non-residence in the case of foreign investment in marketable securities shall be in accordance with Article 22 of this Order, where the investment is made with a cash contribution from of non-resident accounts opened in operating offices in Spain of "Registered Entities".

2. The accreditation of the status of resident in Spain shall be carried out in the form specified in Article 2 (3) of Royal Decree 1816/1991, although natural persons of Spanish nationality and legal persons domiciled in Spain do not will need to prove their status as residents in Spain. This shall be without prejudice to the need to accredit, where necessary, the Tax Identification Number of Spanish natural or legal persons resident in Spain.

The resident status of foreign investors, when the investment is made through a depository entity, must be credited to the entity as set out in the preceding paragraph.

3. The accreditation of the status of non-resident or resident in Spain will only be necessary when declaring, in accordance with the rules set out in Royal Decree 664/1999 and in this Order, the first foreign investment operation.

Statements corresponding to successive investment transactions will not therefore require the accreditation of such a condition.

Article 4. Change of registered office and transfer of residence.

1. In accordance with the provisions of Article 12 of Royal Decree 664/1999, the change of registered office of legal persons or the transfer of residence of natural persons involving a change in their status as resident or not resident in Spain will determine the change in the qualification of an investment as Spanish abroad or foreign in Spain and, therefore, will determine the obligation to submit to the Ministry of Economy Investment corresponding.

2. When a resident natural or legal person becomes non-resident, the investments that he has in Spain will acquire the condition of foreign investments in Spain. Similarly, investments abroad will no longer be considered as Spanish investments abroad.

3. When a non-resident natural or legal person acquires the status of resident, the investments that he has in Spain will lose his status as foreign nationals in Spain. Likewise, the investments that you have abroad will become Spanish investments abroad.

The alleged acquisition or loss of the Spanish investment qualification abroad or foreign investment in Spain for the change of residence or registered office of the holder, shall be declared to the Registry of Investment of the Ministry of Economy, in accordance with the procedure laid down in this Order applicable to the operation in question.

Such declarations shall be made within the maximum period of six months from the date of formalisation of the new residence.

The accreditation of the new residence shall be carried out in accordance with the provisions of Article 3 of this Order and shall be accompanied by the corresponding investment declaration or settlement.

However, foreign investments in marketable securities shall be governed by the provisions of Title II, Chapter IV of this Order, in terms of time and form of accreditation.

Likewise, Spanish investments abroad that are declared through a depository entity shall be governed by the provisions of Title III, Chapter IV of this Order. The direct declarants of these investments shall communicate the change of residence in writing accompanied by the accreditation of the new residence, in accordance with Article 3 of this Order.

Article 5. Means of contribution.

1. External investments may be made through any form of contribution, either in cash or not.

2. Any foreign investment, the means of which is made by means of assets which constitute or give rise to Spanish investments abroad or foreign investments in Spain, shall entail the obligation to make the investment or investment declarations. the corresponding liquidations, in accordance with the provisions of Titles II and III of this Order.

According to the nature of the transaction, if investment and settlement statements are to be made, the holder of both transactions shall make the statements simultaneously.

Article 6. Charges and payments.

Charges and payments arising from foreign investments and their liquidation that are made by cash contribution or by compensation shall be in accordance with the requirements and conditions set out in the Royal Decree 1816/1991, in the Order of 27 December 1991 and other implementing rules.

Article 7. Lucrative transmissions.

The acquisition by non-residents of foreign investments in Spain and the acquisition by residents of Spanish investments abroad, in the alleged "inter vivos" or "mortis causa" lucrative transmissions, will remain subject to the conditions and conditions laid down by Royal Decree 664/1999, and by this Order.

In any event, these assumptions are excepted from the obligation of prior declaration referred to in Articles 13 and 33 of this Order.

Article 8. Presentation of statements, requests and writing.

All statements addressed to the Ministry of Economy's Investment Registry, applications for authorization and extension and annual Memories referred to in this Order may be filed with the General Registry of the Ministry of Economic Affairs (Paseo de la Castellana, 162, 28071 Madrid) or any of the places of presentation referred to in Article 38.4 of Law 30/1992, of 26 November, of the Legal Regime of the Public Administrations and of the Common Administrative Procedure.

Article 9. Monitoring.

1. Pursuant to Article 8 of Royal Decree 664/1999 and Article 12 of Royal Decree 1371/2000 of 19 July 2000 amending and developing the basic organic structure of the Ministry of Economic Affairs, the Directorate-General for Trade and Investments shall ensure compliance with the provisions of the said Royal Decree and in this Order, and in particular for the fulfilment of the duty of declaration in due form to the Investment Registry of Investment Operations and its liquidation.

For these purposes, it may require investment holders, Spanish companies to participate by non-residents, public funds, investment firms, credit institutions and other financial institutions. investment operations which provide the information which is necessary in each case, may require the same information, reports or records to be considered as appropriate to verify compliance with the conditions and conditions; requirements set out in this Order.

2. In the event of non-compliance with the obligations set out in this Order, the provisions of Law 40/1979 of 10 December of the Legal Regime for the Control of Changes shall be in accordance with the provisions of Law 40/1979.

3. Administrative bodies which, in application of the relevant sectoral legislation, authorise or know foreign investment operations in Spain, shall communicate those operations to the Directorate-General for Trade and Investments.

CHAPTER II

Suspension of the liberalisation regime

Article 10. Procedure for the suspension of the liberalisation regime.

1. The ministerial department which, by reason of the matter, has knowledge of foreign investments which by its nature, form or conditions of realization, affect or may affect related activities, even if only occasionally, with the exercise of public power, public order, security or public health shall initiate a file of suspension of the liberalisation regime in accordance with the procedure laid down in this Article.

2. Since the record has been recorded that the circumstances set out in the previous paragraph are being produced, the Ministry concerned shall request the Director-General for Trade and Investments to convene the Board of Foreign Investment and to send a copy of the documentation you are in possession of.

3. The notice of the Junta so requested must be produced within the shortest possible time from the request of the same, and shall be accompanied by a copy of the documentation provided by the Department requesting the suspension of the liberalization. The Foreign Investment Board shall act as rapporteur for the representative of the Ministry who has made such a request.

4. The Minister of Economy and, where appropriate, the holder of the Department concerned, and after report of the Board of Foreign Investments, shall raise the proposal for the Agreement of the Council of Ministers referred to in Article 10.1 of the Royal Decree 664/1999.

5. The notification of the suspension of the liberalisation regime shall be effected by joint resolution of the Minister for Economic Affairs and, where appropriate, of the holder of the Department concerned by reason of the matter, published in the Official Journal of the European Communities. State ', if it is of a general nature or notifying the person concerned, in the case of a particular suspension.

Article 11. Authorisation procedure in the case of suspension of the liberalisation regime.

1. The authorisation of an external investment, in the event of suspension of the liberalisation regime, shall be granted on the basis of the notification referred to in paragraph 5 of the previous Article, and shall be authorised by the Council of Ministers, Proposal from the Minister for Economic Affairs and, where appropriate, jointly with the head of the Department responsible for the matter, after a report from the Foreign Investment Board.

2. The application for authorisation shall be made in writing to the Director-General for Trade and Investments and shall be accompanied by the following documents:

(a) Certification issued by the competent body of the company in which it is invested, containing a literal transcript of its social object.

b) A succinct explanatory note on the economic and financial situation of the investment company.

(c) A detailed description of the investment transaction that is proposed to be made and information relating to the investor. For investors who have the consideration of legal persons, the shares in their capital representing a percentage higher than 5 per 100, as well as the annual accounts and management report, shall be indicated. management bodies and the detailed structure of the group to which it may belong; in the case of natural persons, information on their career and professional activity, as well as their status.

In any event, in the course of the procedure, the Directorate-General for Trade and Investment may require investors or the investment company to make any data, reports or records deemed appropriate.

3. The application for authorisation must be resolved and notified within six months of its receipt in the Directorate-General for Trade and Investments.

After six months from its receipt without any express resolution, the investment shall be deemed to be authorized. Consequently, the application shall be deemed to be for the purposes referred to in Article 43.2 of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure.

4. Investments subject to administrative authorisation shall be carried out within the time limit specified in the authorisation or, failing that, in the period of six months from the date of notification of the authorisation, unless an extension has been obtained. After that period, including that of the extension where the investment has not materialised, the authorisation shall be deemed to have expired.

5. The extension shall be requested at least one month before the expiry of the period of the authorization, in writing to the Director-General for Trade and Investments, which shall be the body responsible for granting the extension, to which an explanation shall be provided. detailed and motivated reasons for the delay in the materialisation of the investment.

The extension may never exceed half of the time allowed to make the investment or, failing that, the three-month period.

6. Once the authorisation has been obtained, it shall be established, as a general rule, in this Order, as regards the reporting and information obligations of external investments.

TITLE II

Foreign Investment Statement Procedures in Spain

CHAPTER I

Statement printed models

Article 12. Printed models of declaration.

1. The printed models to be used for the prior declaration of foreign investment projects from tax havens, as well as for the subsequent declaration of foreign investments in Spain and its liquidation and for the presentation of the annual Memories concerning the development of investment in the Investment Registry are as follows:

A1: " Statement of foreign investment in marketable securities. Monthly or yearly summary ".

A2: " Statement of foreign investment in marketable securities. Ratio of monthly operations or annual deposits. '

DP-1: "Prior statement of foreign investment from tax havens in unlisted companies, branches and other forms of investment."

DP-2: "Previous statement of foreign investment from tax havens in real estate".

D-1A: "Statement of foreign investment in unlisted companies, branches and other forms of investment."

D-1B: "Statement of settlement of foreign investment in unlisted companies, branches and other forms of investment."

D-2A: "Statement of foreign investment in real estate".

D-2B: "Statement of foreign investment settlement in real estate".

D-4: "Annual report on the development of investment in Spanish companies with foreign participation in their capital and branches".

2. The correction of errors in the data in the declarations to the Register of Investments, carried out in models already repealed or in force, shall be made in the models referred to in the preceding paragraph, according to the investment transaction in question, the instructions set out in the implementing rules of this Order.

The change in the data declared to the Investment Registry that does not constitute a correction of errors or imply the obligation to declare a new investment or a liquidation, such as the modification of the social reason or any corporate operation which, without having mediated foreign investment, implies a change in the percentage of foreign participation in the Spanish company, among others, will be communicated within three months of the formalisation of the operation, in writing to the Directorate-General for Trade and Investments, accompanied by supporting documentation.

CHAPTER II

From previous statements of foreign investments from tax havens

Article 13. The purpose of the prior declaration of foreign investments from tax havens.

1. According to the provisions of Article 4.2.a) of Royal Decree 664/1999, the projects of foreign investment in Spain referred to in Article 3 of the Royal Decree, originating from tax havens, being understood by such territories or countries provided for in Royal Decree 1080/1991, of 5 July, shall be declared to the Registry of Investments, prior to their realization.

The following two cases are excluded from the declaration obligation:

(a) Investments in marketable securities, whether issued or publicly offered, are already traded on a secondary market, whether official or not, as provided for in Article 31 of Law 24/1988 of 28 July of the Market of Securities, as well as shares in investment funds entered in the National Securities Market Commission Records, or

(b) Where foreign participation does not exceed 50 per 100 of the capital of the Spanish company to which the investment is to be addressed, neither before nor as a result of the projected investment.

2. The settlement of foreign investments from tax havens shall not require a declaration of such settlement prior to its completion.

Article 14. Procedure for the prior declaration of foreign investments from tax havens.

1. In the statements prior to the carrying out of foreign investments referred to in the previous Article, the contribution of any document attached to the corresponding printed models of declaration shall not be required.

The holders of foreign investment projects shall not require, at the time of the prior declaration, to prove that they have complied with the requirements referred to in Article 1.2 of Royal Decree 664/1999, without prejudice to the the accreditation of its compliance prior to the submission of the subsequent declaration of foreign investment that corresponds to it.

2. Prior declarations of foreign investment projects shall be made by the investment holder projected on the printed models DP-1 or DP-2. The following printed models of declaration shall consist of two copies:

Copy 1: For the General Directorate of Trade and Investments.

Copy 2: For the projected investment holder.

The holder shall retain the duly sealed copy 2, in which it shall comprise the place of filing, as well as the date, and shall serve the proof party that the prior declaration has been filed.

3. The prior declaration of foreign investments shall be valid for six months from the date of its submission. If the investment is not materialised within that period, a new pre-declaration shall be submitted.

CHAPTER III

Of investment operations in unlisted companies, branches, buildings and other forms of investment

Article 15. Regulated assumptions.

The procedures for the declaration of investments and their liquidation relating to the following investment transactions are the subject of regulation in this Chapter:

(a) Participation in Spanish companies whose capital is not admitted to trading on secondary markets.

It is understood that the constitution of the company as well as the subscription and full or partial acquisition of its shares or taking of social interests are understood in this way. Also included in this paragraph are the acquisition of securities such as subscription rights for shares, convertible bonds in shares or other similar securities which, by their nature, entitle them to participate in the capital, as well as any legal business under which political rights are acquired.

b) The constitution and extension of the branch office.

(c) The acquisition of real estate in Spain, the total amount of which exceeds 500,000,000 pesetas, or EUR 3,005,060,52, or where, irrespective of the amount, the investment proceeds from tax havens.

(d) The constitution, formalization or participation in contracts of participating accounts, foundations, economic interest groups, cooperatives and communities of goods, when the total value corresponding to the participation of foreign investors is more than 500,000,000 pesetas, or EUR 3,005,060,52, or where, irrespective of the amount, the investment proceeds from tax havens.

The investment operations listed in this letter (d) are called "other forms of investment".

Article 16. Requirements of the declarations.

1. In the statements following the completion of the foreign investment in Spain, the holder must accredit the circumstances listed below in the Register of Investments, before the public or before the public declare, as the case may be. The obligation to make the relevant declaration or the public purse, where appropriate, must accompany the documents proving such circumstances, directing them together with the printed model of the declaration to the Register of Investments of the Ministry of Economics.

(a) Your condition of non-resident, in accordance with the provisions of Article 3 of this Order.

(b) To have fulfilled, where appropriate, the requirements required by the specific sectoral legislation referred to in Article 1.2 of Royal Decree 664/1999.

Compliance shall be deemed to be accredited with the simple completion of the corresponding stacker of the printed declaration form, without prejudice to the obligation of the holder to keep the documents certifying that compliance and make them available to the Directorate-General for Trade and Investments if required to do so.

(c) Having obtained the corresponding authorisation in the cases of suspension of the liberalisation regime referred to in Articles 10 and 11 of Royal Decree 664/1999, or the authorisation referred to in the provision additional third of the same.

In these cases, the date of the express resolution or the date on which, after the expiry of the deadline for the resolution, the authorisation was produced by silence, must be entered in the printed model of the declaration. administrative.

(d) Having made the prior declaration, when required in accordance with the provisions of Article 13 of this Order.

The accreditation shall be carried out by means of the contribution of the previous declaration number presented, in the form of the corresponding form of declaration.

(e) succinct explanatory notes in which the main characteristics of the investment made, in the case of the investment operations referred to in point (d) of the previous Article, are concerned.

2. In the case of a declaration of liquidation, the investment holder shall record the number or numbers appearing on the copy or copies of the printed or printed declaration corresponding to the investment or investment which is lichen.

In the case of an investment settlement declaration referred to in point (d) of the previous Article, the printed model shall be accompanied by a succinct explanatory note in which the main the characteristics of the liquidation carried out.

Section 1. Unlisted companies, branches and other forms of investment

Article 17. Procedure for the declaration of investment operations and the completion of the declaration form.

1. The foreign investment operations referred to in Article 15 (a), (b) and (d) of this Order shall be declared to the Investment Registry, irrespective of whether the investment transaction concerned is subject to the the obligation of prior declaration referred to in Article 13 of this Order.

The statement shall be directed to the Investment Registry of the Ministry of Economic Affairs within the maximum period of one month from the date of completion of the investment.

If the transaction has been brought in by the Spanish public, it will be taken as the date of the completion of the investment.

In cases of transactions in securities not traded on secondary markets, deposited or registered with a depository or administrator entity, the date of the deposit or registration shall be counted, except in the case of an operation would have involved a company or a Securities Agency or a credit institution in which case the date will coincide with the date on which such an intervention occurred.

The same date shall be taken into consideration in the securities exchange assumptions referred to in Article 30 of this Order.

If this is the acquisition of nominative shares it will be taken as the date of the registration of the shareholders in the Book-Book.

In cases of change of residence or transfer of domicile, the date of the change of residence of the holder shall be taken as the date of the change of residence of the holder, in accordance with the time limit laid down in Article 4 of this Order.

In other assumptions other than those listed in the preceding paragraphs, the date shown in the accrediting document of the legal business performed shall be taken as the date of realisation of the investment.

2. For the declaration of investment operations in unlisted companies, branches and other forms of investment the printed model of declaration D-1A shall be used. This shall consist of three copies:

Copy 1: For the General Directorate of Trade and Investments.

Exemplary 2: For the obligated to declare/public fedatee.

Copy 3: For the investment holder.

3. If, in accordance with Article 4.2.b) 1. of Royal Decree 664/1999, the obligation to declare corresponds to the non-resident holder, the holder shall complete the printed model D-1A and sign it, attaching the documents to which the Article 16 of this Order that are necessary in each case.

At the time of submission of the declaration, the holder shall obtain duly sealed copies 2 and 3 which shall serve as proof that the investment has been declared.

4. If the investment transaction is brought in or authorized by the Spanish public, either because it is required by the regulation of the legal system of the operation in question, or because, even if this intervention is not required, agree on the parties, shall proceed as follows. The obligation to declare the investment transaction shall be the non-resident holder, but the holder may submit the duly completed and subscribed declaration itself or, at his/her choice, complete and subscribe to the printed model of the statement to the object of interest of the holder of the declaration. In the latter case, after having intervened or authorised the document, the holder shall require the presentation of the supporting documents of the circumstances referred to in the previous Article, for the purposes of the accuracy of the statement.

In this case, the fedatary will incorporate copy 2 of the printed model of declaration D-1A into its protocol or record-book. At the time of submission of the declaration, the holder shall obtain the duly sealed copy 3 and forward it to the investor within a maximum of five days.

Spanish public authorities who are involved in or authorize the investment operations referred to in this Article shall forward to the Directorate-General for Trade and Investments, in writing, in the months of January and July of each year, a list of transactions entered into during the preceding six months in respect of which the applicant has not been interested in the presentation of the said declaration. The data to be entered in this connection shall be the number of the Protocol or the Book-Record, the date of the investment, the tax identification number (NIF) and the social ratio of the entity under investment or settlement, as well as the holders of the performed operation and its amount.

5. If, in accordance with the provisions of Article 4.2.b) 2. 2. of Royal Decree 664/1999, the obligation to declare was the non-trading entity or administrator of securities not traded or the company or the Securities Agency or credit institution that would have been The transaction or the Spanish company receiving the investment, in the case of nominative shares, the declaration shall be completed and subscribed by the obligor to declare, even if the operation has been brought by fedatere public.

At the time of submission of the declaration, the obligation to declare shall obtain duly sealed copies 2 and 3 and shall, within five days, transmit to the holder of the foreign investment the copy 3, which shall serve as simple informational effect.

6. The acquisition of subscription rights, convertible bonds in shares and other analogues which, by their nature, entitle them to participate in the capital of Spanish companies, must be declared in the model form D-1A within one month of the from the time that such an acquisition occurs.

It shall also be declared as an investment in the D-1A model the effective acquisition of the shares or social interests arising from the exercise of the rights included in those instruments, from the moment when occurs, and within one month of the month laid down in the second subparagraph of paragraph 1 of this Article. This declaration shall result in a settlement, in the D-1B model, of the investment in the rights included in those instruments to be performed simultaneously.

Foreign investments consisting of legal businesses other than those specified in the preceding paragraphs by which political rights are acquired in Spanish companies shall also be declared by the Model D-1A form within the time limit set out in the second subparagraph of paragraph 1 of this Article.

7. A single Form D-1A printed model shall be completed for each investment transaction referred to the same holder, Spanish company or branch object of investment and type of transaction. Each successive investment carried out by the same holder in the same Spanish company, branch or entity in Spain shall result in a new declaration using the printed model D-1A, taking into account that the payment of deferred amounts or dividends liabilities does not constitute a new investment transaction subject to a declaration. In particular, it shall give rise to a new declaration to the Register of Investments, investments made without contribution, with non-cash contribution or with payment abroad.

Article 18. Procedure for the clearance of investment transactions and the completion of the statement form.

1. In the event of the total or partial liquidation of a foreign investment of the regulated entities in this chapter, the holder, the public purse or the obligor to declare, in accordance with the circumstances in question, must submit a statement of the settlement in the printed model D-1B duly completed and subscribed to, in accordance with the rules laid down in the two preceding articles.

Each holder may complete a single D-1B model for each settlement operation referred to several investment declaration documents in the same Spanish company.

2. In the case of transmissions between non-residents, a printed model D-1A shall be completed by the acquirer and a printed model D-1B by the transmission.

Section 2. Of Real Estate Investment Operations

Article 19. Procedure for the declaration of investment operations and the completion of the declaration form.

1. The foreign investment operations referred to in Article 15 (c) of this Order shall be declared to the Investment Registry, irrespective of the obligation to make a declaration prior to the investment transaction being, if applicable, subject, in the form D-2A, consisting of three copies:

Copy 1: For the General Directorate of Trade and Investments.

Copy 2: For the public purse.

Copy 3: For the investment holder.

The declaration shall be submitted in the form and time limit set out in Article 17 (1) of this Order.

In these investment transactions, the obligation to declare is the non-resident holder, but if the transaction is formalized by a Spanish public, the holder may choose, at his or her choice, to present the declaration directly or interest of the public servant of the filing, acting in accordance with the rules contained in paragraphs 3 and 4, respectively, of Article 17 of this Order.

2. Where the holder of the foreign investment delivers amounts on account, either directly to a promoter or to a resident transferee, for the purchase of buildings under construction under the law applicable to that effect, complete the D-2A model until the public or private document of the acquisition is granted.

3. The creation of new works and extensions of the same, reforms and improvements, susceptible of registration in the Land Registry, on real estate object of foreign investment will have to be declared to the Registry of Investments through the model D-2A form within three months of the end of the work, unless the operation before the public purse has been formalised before the date of the completion of the work, in which case the declaration by the non-resident holder shall be be made within the month following the date of formalisation.

Article 20. Procedure for the clearance of investment transactions and the completion of the statement form.

1. In the event of the total or partial liquidation of a foreign investment in real estate, it shall be submitted by the Spanish public owner or fedatere, as provided for in the second paragraph of Article 17.4 of this Order, statement of settlement on the printed model D-2B duly completed and subscribed by the non-resident holder.

2. In the case of partial divestitures either for the purposes of one or more of the holders of a 'pro indiviso' property, or for the transfer of part of the buildings declared in the same declaration document, the register shall be declared Investments such partial disinvestment.

In the event of the transfer of immovable property between non-residents, a printed model D-2A shall be completed by the acquirer and a printed model D-2B by the transferor.

CHAPTER IV

Subsequent statements relating to investment transactions in marketable securities

Article 21. Object.

1. The investment declaration procedures and their settlement relating to the following investment transactions are the subject of regulation in this Chapter:

(a) Investments in shares of Spanish companies whose capital is fully or partially admitted to trading on Spanish or foreign stock markets, as well as subscription rights or other analogues which by their nature the right to participate in the capital of the aforementioned companies, whatever the place of issue and acquisition.

(b) Investments in marketable securities representative of loans issued by residents, such as bonds and convertible bonds or not in shares, promissory notes and any other analogues, whichever is the place of issue and acquisition.

(c) Investments in collective investment funds duly constituted under Spanish law, by residents, and entered in the records of the National Securities Market Commission.

2. The declaration procedure provided for in this Chapter shall be subject to the subscription of shares and securities equivalent to shares in Spanish companies, the capital of which is not admitted to trading in those cases where the listing of the related shares and securities by the relevant issuance prospectus duly verified and recorded by the National Securities Market Commission.

3. The concept of negotiable value referred to in point (b) of paragraph 1 of this Article shall be understood in the terms of Law 24/1988 of 28 July of the Stock Market and other rules that develop it, characterised by its negotiability in terms of an organised secondary market and its pool in emissions.

No consideration of foreign investment in marketable securities shall be given to the acquisition of securities issued singularly, whose acquisition intrinsically takes the form of a financial loan, or where the own circumstances of the marketable securities as defined in Article 2 of Law 24/1988 of 28 July of the Securities Market.

Article 22. Securities deposit. Depository and managing entities of securities represented by notes on account.

1. Non-residents who subscribe or acquire marketable securities on the Spanish market, on their own account or from third parties, shall maintain their securities accounts or securities deposits in one of the entities attached to the Clearing and Exchange Service. Settlement of Securities, or of the clearing and settlement body of the relevant market, in which the securities are registered.

2. They may act as depositors or administrators of securities represented by taking into account the entities listed in Article 37 of Law 24/1988 of 28 July of the Securities Market.

3. The Spanish or foreign entities authorised in Spain or in another Member State of the European Union which intend to act in Spain as depository or administrative entities of securities represented by notes on account, acquired for non-residents on the Spanish market, they must notify the Directorate-General for Trade and Investments before they begin to carry out such activity, according to the written model set out in the relevant Resolution.

4. In cases where a 'registered entity' performs the functions of settlement of the investment, for the purposes of crediting the non-residence of the investment holder, the payment of the investment or disinvestment shall be sufficient to be made with debit or credit to a Non-resident account opened in the name of the investor in the office of the same "registered entity". Such a circumstance shall be reported by the "registered entity" to the depository entity, unless it is the "registered entity" itself that performs this function.

In cases where the "registered entity" does not perform the functions of settlement of the investment in the relevant market, it must state in the corresponding credit order or debit that it refers to the intermediary that perform such a function, the non-resident status of the account holder due or paid. Such a circumstance shall in turn be communicated by the intermediary to the depositary.

5. In the case of the formation of deposits or securities accounts of non-residents for transmissions the payment of which is not made through a non-resident account in the name of the holder of the deposit or account of open securities in the "registered entity" office, the depository entity shall be obliged to require the holder of the accreditation of his or her non-residence.

6. Where non-resident holders of deposits or securities accounts transfer these from one entity to another, the receiving entity shall verify that this is a non-resident securities account or deposit.

7. The provisions of this Article shall be without prejudice to the provisions of the secondary securities markets regulations in respect of the links between central depositaries and securities clearing and settlement systems. in the European Union, under the provisions of Article 57.2 of Law 24/1988 of 28 July 1988 on the Stock Market.

Article 23. Entities required to declare.

Foreign investments in marketable securities must be declared to the Investment Registry in accordance with the following indications:

1. The depository or securities management entities represented by means of a note and, where appropriate, the managing body of the relevant market, shall forward to the Investment Registry the monthly "flows" of securities. foreign investments in marketable securities referred to in Article 21 (1) (a) and (c) of this Order, in accordance with the procedure laid down in Article 25.2.1. of this Order and the annual communications of balances of foreign investments made in marketable securities, as referred to in Article 21, according to the the procedure laid down in Article 25.2.2. of this Order. They shall also declare changes in the residence of the holders of the deposits or the stock of securities.

2. An institution which, without acting as a depositary of foreign investment, liquidated transactions in the purchase or sale of the securities in the order of non-residents, shall make the notification referred to in Article 22.3 of this Regulation. Order, before beginning to exercise such activity. These entities shall forward to the Investment Registry monthly "flows" communications on foreign investments in the marketable securities referred to in Article 21 (1) (a) and (c) of this Order.

3. Such communications shall be in accordance with the provisions of the following Article 25 and the instructions set out in the relevant Resolution.

Article 24. Communication of significant shareholdings.

In the cases provided for in Royal Decree 377/1991 of 15 March 1991 on the disclosure of significant shares in listed companies and the acquisition by them of their own shares and subsequent amendments, the holder of foreign investment in marketable securities shall present the Communication of Significant Holdings to the National Securities Market Commission. The latter will be responsible for transmitting this information to the Ministry of Economy's Investment Register.

Article 25. Declaration procedure.

1. The depository or administrative entities of securities represented by means of account, or which do not act as a depository of foreign investments, liquidate transactions of purchase or sale of the indicated securities in order of no residents shall report transactions relating to foreign investment in accordance with the following rules:

a) Each communicating entity will do so through a single one of its offices.

(b) Such communications shall be carried out in accordance with the provisions of this Chapter even if no operations have been recorded in the reference period.

2. The following operations shall be communicated to the Directorate-General for Trade and Investments:

1. Information about flows:

(a) The ordinary and extraordinary non-resident market operations referred to in Article 36 of Law 24/1988 of 28 July of the Securities Market.

i) Corresponding to declare purchases and sales of marketable securities by non-residents to entities that liquidate the transaction on the market.

(ii) Purchases and sales of securities settled outside the securities clearing and settlement system, including foreign securities between non-residents, shall be reported by the market member the operation is involved.

iii) Unfolding or action pools will not be declared in any case.

(b) Capital subscriptions, made directly with the issuing company or through the Bank or an agent company designated by it, shall be declared, by similarity with ordinary and extraordinary transactions, by the institution processing and liquidity of the non-resident's subscription. It will be carried out in the same way in the case of write-downs or capital repayments.

(c) The high and low deposits of non-residents relating to transactions by title other than that of purchase and other causes shall always be reported by the depositary or account manager.

(d) In the case of convertible bonds in shares, the shares received shall be declared in the month corresponding to the shares to which the relevant market code, whether or not concerned, of new securities shall be assigned to them. issue.

e) As regards the declaration of foreign investment in Spain in Investment Funds entered in the Records of the National Securities Market Commission, the entity required to declare is the Managing Society of the Fund.

f) In no case shall the transfer of securities of one resident entity to another be included in these records by order of the non-resident holder without change of ownership of the deposit. However, where a resident entity transfers or receives the transfer of securities to or from another non-resident entity, it shall communicate it in accordance with the instructions in the Development Resolution of this Order.

The communications referred to in this paragraph shall be made on a monthly basis and shall be submitted to the Directorate-General for Trade and Investments between 1 and 20 each month for the operations carried out. during the previous month.

With this frequency and together with the above information, reporting entities shall report deposits or balances of non-residents that are constituted or cancelled as a result of their change of residence. holders, and transmissions by title other than that of buy-sell, including those of a lucrative "interliving" or "mortis causa" character.

2. Balance Information:

Non-resident owned deposits and balances shall be declared, existing at December 31.

It shall be for the declaration of deposits and balances to be made to the depository institutions of securities or certificates representing securities, to the debt management entities entered in the Central of the Annotations and to the Account-managed entities that have values that are deposited or annotated, owned by non-residents at the date indicated.

This communication will be presented annually within the month of January, referring to existing deposits or balances at 31 December of the previous calendar year. Notwithstanding the foregoing, the Directorate-General for Trade and Investments may require such communications at a different frequency, by means of a circular letter addressed to the reporting entities.

3. The information referral shall be carried out in accordance with the instructions set out in the relevant Development Resolution of this Order.

Article 26. Statement of deposits held through bonds between central depositaries and securities clearing and settlement systems based abroad.

1. In the case of marketable securities registered through bonds by central depositaries and securities clearing and settlement systems based abroad in national securities clearing and settlement systems, it shall be the same. make the declarations referred to in Article 25.2.2. of this Order, to the managing body of the relevant system, which shall do so on behalf of the depositary or investor system.

2. Institutions which at 31 December hold deposits in depositories or non-resident clearing and settlement systems of securities issued in Spain by the Spanish State, the Autonomous Communities and other bodies, as well as entities financial and non-financial, public and private resident in Spain, either on behalf of resident clients or on their own account, shall forward such information together with the information referred to in Article 25.2.2. of this Order and in accordance with the instructions to be set out in the corresponding Resolution.

3. EUROCLEAR and CEDEL are included in the scheme established by this Article.

4. In addition, the Directorate-General for Trade and Investments shall be empowered to require such information on deposits made up of other entities other than those identified.

Article 27. Result of public offers of sale (OPV) or subscription (OPS) of resident companies.

The entities that, in accordance with the public offering prospectus for sale or subscription, registered with the National Securities Market Commission, act as an agent of the transaction, shall forward to the Subdirectorate General of Foreign Investment of the Directorate-General for Trade and Investments the following information relating to non-resident buyers within 15 days after the end of the OPV and/or OPS:

(a) Breakdown by entity attached to the settlement of non-resident purchases with the Securities Clearing and Settlement Service, or other systems for securities taken into account or, where applicable, breakdown by settlement entity purchases of non-residents from the holding company for all other securities, including the option of purchase or subscription which is internationally known as "green-shoe" if it is and is exercised by non-resident investors, specifying the number of shares, nominal amount and cash amount.

b) The result of OPV and/or OPS in foreign exchanges if they were held in them.

Article 28. Admission to stock exchange listing of Spanish companies.

1. Where admission to trading on Spanish stock exchanges of securities of Spanish companies, with foreign participation which were not previously listed, is produced, the foreign investor will be obliged to present the relevant Communication of Significant Shares, where applicable, as set out in Article 24 of this Order.

2. Without prejudice to the foregoing, the holders of foreign investments and the depository or administrative entities of securities represented by account entries shall be subject from the date of admission to trading of the company. Spain, subject to the conditions and procedures laid down in this Chapter.

Article 29. Stock Market Exclusion.

From the date of exclusion, foreign investment in the company in question shall be governed by the provisions of Chapter III of this Order on investment declaration in unlisted companies, whereby institutions shall be subject to depositories or managers of securities represented by means of account shall cease to carry out communications on flows and balances of foreign investment in marketable securities concerning the excluded company.

Article 30. Exchange of values.

1. If the exchange of securities of companies not listed by marketable securities of other companies is produced, the printed model D-1B of the investment settlement, which is intervened by the company or the Securities Agency or the member of a company, must be submitted. the secondary market, whether official or not, of securities which takes account of the transaction, together with the Communication of Significant Shares, if applicable. The securities acquired by the exchange shall be included as a purchase flow in the information of the depositary or administrator to which it is required to report.

2. In cases where the exchange of securities traded for securities of other unlisted companies occurs, the relevant Communication of Significant Shares in the securities issued in exchange shall be filed, if applicable, together with the (a) Form D-1A of foreign investment declaration in non-marketable securities, weighed by the entity taking the reason of the transaction. The securities delivered in exchange shall be included as a sales flow in the information of the depositary or administrator to which it is required to report.

CHAPTER V

Other obligations

Article 31. Annual reports on investment development.

1. Spanish companies participating in non-residents shall submit to the Directorate-General for Trade and Investments an annual report on the development of the investment in the cases listed below.

(a) The branches in Spain of non-resident companies, whatever their capital or equity capital.

(b) Spanish companies which are dominant in a group of companies, as defined by Royal Decree 1815/1991 of 20 December 1991 on rules for the formulation of consolidated annual accounts, where the of non-residents in their share capital is equal to or greater than 50 per 100 or where the participation of a non-resident investor in its share capital or in the total voting rights is equal to or greater than 10 per 100. This report shall contain the data of the dominant company before and after the consolidation with the companies of the group.

(c) Spanish companies whose capital or own funds are higher than EUR 500,000,000 or EUR 3,005,060,52 shall be required to present Activity Memory in the following cases:

1. When the participation of non-resident investors in their share capital is equal to or greater than 50 per 100.

2. When the participation of any non-resident investor in their share capital or total voting rights is equal to or greater than 10 per 100.

In the case of the Spanish companies listed on the Stock Exchange, only non-resident participation, for the purpose of reaching the 50 per 100 percentage, will be counted as the shares of non-resident investors. individually 5 per 100 of its share capital.

2. The report shall be submitted in the form of the D-4 form within the maximum period of nine months from the end of the social year and referred to in that year. It shall be addressed to the Directorate-General for Trade and Investments accompanied by a photocopy of the Corporate Tax or the annual accounts for the financial year corresponding to the data collected in that Office.

3. The annual report shall consist of two copies:

Copy 1: For the General Directorate of Trade and Investments.

Copy 2: For reporting society.

Once the aforementioned Memory is presented, the declarant will retain the copy that is duly sealed, although the General Directorate of Trade and Investments may ask the company to declare how many clarifications considers relevant to the data contained in the Memory.

4. The Directorate-General for Trade and Investments may individually require the presentation of the annual report, in accordance with the procedure laid down in the preceding paragraphs, to the Spanish companies which do not yet fulfil the conditions laid down in this Regulation. in paragraph 1 of this Article, have foreign participation in their capital.

TITLE III

Statement procedures for Spanish investments abroad

CHAPTER I

Statement printed models

Article 32. Printed models of declaration.

1. The printed models to be used for the prior declaration of projects of Spanish investments with destination in tax havens as well as to effect the subsequent declaration of Spanish investments abroad and their liquidation thus As for the presentation of the Annual Report on the development of investment abroad, the Investment Registry is the following:

DP-3: "Previous statement of Spanish investment in tax havens in unlisted companies, branches and other forms of investment."

DP-4: "Previous statement of Spanish investment in real estate tax havens".

D-5A: "Statement of Spanish investment in unlisted foreign companies, branches and other forms of investment."

D-5B: "Statement of liquidation of Spanish investment in unlisted foreign companies, branches and other forms of investment."

D-6: "Statement of Spanish investment holders abroad in marketable securities."

D-7A: "Statement of Spanish investment in real estate".

D-7B: "Statement of liquidation of Spanish investment in real estate".

D-8: "Annual report on investment development abroad".

E1: " Statement of Spanish investment abroad in marketable securities. Monthly or yearly summary ".

E2: " Statement of Spanish investment abroad in marketable securities. Ratio of monthly operations or annual deposits. '

2. The correction of errors in the data in the declarations to the Register of Investments, carried out in models already repealed or in force, shall be made in the models referred to in the preceding paragraph according to the investment transaction concerned, the instructions set out in the implementing rules of this Order.

The change in the data declared to the Investment Registry that does not constitute a correction of errors or imply the obligation to declare a new investment or a liquidation, such as the modification of the social reason or any corporate operation which, without having mediated Spanish investment, implies a change in the percentage of Spanish participation in the foreign company, among others, will be communicated within three months from the date of the formalisation of the operation, in writing to the Directorate-General for Trade and Investments, accompanied by supporting documentation.

CHAPTER II

From previous statements of Spanish investments with destination in tax havens

Article 33. Purpose of the prior declaration of Spanish investments with destination in tax havens.

1. According to the provisions of Article 7.2.a) of Royal Decree 664/1999, the projects of Spanish investments abroad with destination in tax havens, being understood by those territories or countries provided for in the Royal Decree 1080/1991, of July 5, must be declared to the Registry of Investments with character prior to its realization.

However, the following two cases are excluded from this declaration obligation:

(a) Investments in marketable securities are already issued or publicly offered, whether they are traded on a secondary market, official or not, analogous to those provided for in Article 31 of Law 24/1988 of 28 July of the Market of securities, as well as equity holdings in investment funds.

(b) Investments which do not allow the investor to have an effective influence on the management or control of the foreign company to which it is intended. It is presumed that such influence exists where the direct or indirect participation of the investor is equal to or greater than 10 per 100 of the capital of the company or, where that percentage is not reached, allows the investor to be a direct party or indirectly from your administrative body.

2. The liquidation of Spanish investments with a destination in tax havens shall not require a declaration of such liquidation prior to its completion.

Article 34. Procedure for the prior declaration of Spanish investments with destination in tax havens.

1. In the statements prior to the carrying out of Spanish investments referred to in the previous Article, the contribution of any document attached to the corresponding printed models of declaration shall not be required.

2. Prior declarations of Spanish investment projects shall be made by the investment holder projected on the printed models DP-3 or DP-4.

The following printed models of prior declaration shall consist of two copies:

Copy 1: For the General Directorate of Trade and Investments.

Copy 2: For the projected investment holder.

The holder shall retain the duly sealed copy 2 in which it shall comprise the place of filing as well as the date and shall serve the proof party that the prior declaration has been filed.

3. The prior declaration of Spanish investment projects shall be valid for six months from the date of its submission. If the investment is not materialised within that period, a new pre-declaration shall be submitted.

CHAPTER III

Of investment operations in unlisted companies, branches, buildings and other forms of investment

Article 35. Regulated assumptions.

The investment declaration and settlement procedures relating to the following investment transactions are the subject of regulation in this Chapter:

a) Participation in unlisted foreign companies.

It is understood that the incorporation of companies and the subscription and acquisition of shares or taking of social interests are understood in this way. Also included in this paragraph are the acquisition of securities such as rights to subscribe to shares, convertible bonds in shares or other similar securities which by their nature entitle them to participate in the capital, as well as any legal business under which political rights are acquired.

b) The constitution and extension of the branch office.

(c) The acquisition of foreign real estate whose total amount exceeds 250,000,000 pesetas or 1,502,530,26 euros, or where, irrespective of the amount, the investment is destined for the territories or countries considered as tax havens, according to Royal Decree 1081/1991 of 5 July.

d) The formation, formalization or participation in contracts of participation accounts, foundations, economic interest groups, cooperatives and communities of goods when the value corresponding to the participation of the investors resident by themselves or in union of the existing ones is greater than 250,000,000 pesetas or 1,502,530,26 euros or when, regardless of their amount, the investment has as their destination the territories or countries considered as Tax havens, according to Royal Decree 1080/1991 of 5 July.

The investment operations listed in this letter (d) will be rated as "other forms of investment".

Article 36. Requirements of the declarations.

1. In the statements following the conduct of the Spanish investment abroad, the holder shall accredit the circumstances listed below, presenting the documents of the said circumstances which are direct, together with the printed model of declaration to the Investment Register of the Ministry of Economy.

(a) Your status as a resident in Spain, in accordance with Article 3 of this Order.

(b) Having obtained the corresponding authorisation in the cases of suspension of the liberalisation regime referred to in Article 10 of Royal Decree 664/1999.

In these cases, the date of the express resolution or the date on which, after the expiry of the deadline for the resolution, the authorisation was produced by silence, must be entered in the printed model of the declaration. administrative.

(c) Having made the prior declaration, when required in accordance with the provisions of Article 33 of this Order.

The accreditation shall be carried out by means of the contribution of the previous declaration number presented, in the form of the corresponding form of declaration.

(d) Copy of the evidence of the legal business held in which the main characteristics of the investment made are found.

e) A photocopy of the national identity card (DNI) of the investment holder or administrative document in which the tax identification number (NIF) or foreign identification number (NIE) is recorded.

2. In the case of a winding-up declaration, the investment holder shall provide a copy of the evidence of the legal business held in which the principal characteristics of the liquidation have been established. It shall also record the number or numbers appearing on the copy or copies of the form or forms of declaration relating to the investment or investments which are settled.

3. If, within one month of the operation of the operation, no evidence of the legal business referred to in point (d) of paragraph 1 and paragraph 2 of this Article is available, it shall be provisionally accepted as supporting documents, statements by the investor in which the principal characteristics of the investment or settlement are established. Once the documents are available, they shall be submitted to the Investment Registry within two months of the date of their issue.

Section 1. Unlisted companies, branches and other forms of investment

Article 37. Procedure for the declaration of investment operations and the completion of the declaration forms.

1. The Spanish investment operations abroad referred to in points (a), (b) and (d) of Article 35 of this Order shall be declared to the Investment Registry, irrespective of whether the investment transaction concerned is subject to or not to the obligation of prior declaration referred to in Article 33 of this Order.

The declaration shall be directed to the Investment Registry of the Ministry of Economy, within a maximum of one month from the date of the investment.

The date shown in the evidence of the legal business carried out shall be taken as the date of the investment, without prejudice to any other means of proof.

In cases of change of residence or transfer of domicile, the date of the change of residence of the holder shall be taken as the date of the change of residence of the holder, in accordance with the time limit laid down in Article 4 of this Order.

2. For the declaration of investment transactions in unlisted companies, branches and in other forms of investment, the printed model of declaration D-5A shall be used.

This will consist of two copies:

Copy 1: For the General Directorate of Trade and Investments.

Copy 2: For the investment holder.

3. The obligation to declare corresponds to the resident holder in accordance with the provisions of Article 7.2.b) 1. of Royal Decree 664/1999, attaching the documents referred to in Article 36 of this Order, which are necessary in each case. case.

It will not be necessary to present this documentation in the case of statements made by change of residence, except for the photocopy of the DNI or administrative document in which the NIF of the holder of the Spanish investment in the outside.

At the time of submission of the declaration, the holder shall obtain the copy 2, duly sealed, which shall serve as proof that the investment has been declared.

4. The acquisition of subscription rights, convertible bonds in shares and other analogues which, by their nature, entitle them to participate in the capital of foreign companies, must be declared in the model form D-5A within one month. from the moment they are acquired by the investor.

It shall also be declared as an investment in the form of the D-5A form, the actual acquisition of the shares or social interests arising from the exercise of the rights included in those instruments, the time at which it is produced, and within the time limit laid down in the second subparagraph of paragraph 1 of this Article. This declaration shall give rise to a settlement, in the model D-5B, of the investment in the rights included in those instruments to be carried out simultaneously.

Spanish investments consisting of legal businesses other than those specified in the preceding paragraphs by which political rights are acquired in foreign companies shall also be declared in the model D-5A form within one month of the month set out in the second subparagraph of paragraph 1 of this Article.

5. A single printed model D-5A shall be completed for each investment referred to a same holder and foreign company or branch object of investment. Each successive investment carried out by the same holder in the same foreign company or branch abroad shall give rise to a new declaration by means of the printed model D-5A, taking into account that the payment of deferred amounts, including passive dividends or advance amounts, does not constitute a new investment transaction subject to a declaration.

However, this may be declared in a single model form D-5A several investments relating to the same holder and foreign company or branch object of investment, if they have been carried out within a maximum period of one month from the date of of the first operation object of declaration.

Article 38. Procedure for the clearance of investment transactions and the completion of the statement of settlement form.

1. If the total or partial liquidation of a Spanish investment of the regulated in this chapter is to be carried out, it shall be submitted by the holder of the settlement declaration in the duly completed D-5B printed model in accordance with the rules laid down in Articles 36 and 37 above.

A form must be presented for each holder of the settlement operation in a foreign company.

2. In the case of transmissions between residents, a printed model D-5A shall be completed by the acquirer and a printed model D-5B by the transmission.

Section 2. Of Real Estate Investment Operations

Article 39. Procedure for the declaration of investment operations and the completion of the declaration form.

1. The Spanish investment operations referred to in point (c) of Article 35 of this Order shall be declared to the Investment Registry, irrespective of the obligation to declare prior to the investment transaction being, where appropriate, subject, in the form D-7A, consisting of two copies:

Copy 1: For the General Directorate of Trade and Investments.

Copy 2: For the investment holder.

The declaration shall be submitted in the form and time limit set out in Article 37 of this Order.

2. In the case of the transfer of immovable property between residents, a printed model D-7A shall be completed for the purpose of declaring the investment by the acquirer and a D-7B model by the transferor.

3. Where the holder of the Spanish investment gives amounts to an account, either directly to a promoter or to a non-resident transferee, for the purchase of buildings under construction under the law applicable to that effect, complete the D-7A model until the public or private procurement document is granted.

4. The creation of new works and extensions of the same, reforms and improvements, on real estate object of Spanish investment will be the object of declaration to the Registry of Investments through the printed model D-7A. Such transactions shall be declared by the resident holder within one month of the date on which the investment becomes part of the equity of the investment holder. The declaration shall contain, where appropriate, the number of the form or document corresponding to the original investment which was declared to the Investment Register.

Article 40. Procedure for the clearance of investment transactions and the completion of the statement of settlement form.

1. Where the total or partial liquidation of a Spanish investment abroad in real estate is carried out, it shall be submitted by the holder, declaration of the settlement in the duly completed and subscribed D-7B printed model by the holder.

2. In the case of partial liquidations, either for the purposes of one or more of the holders of a pro-undivided property, or for the transfer of part of the buildings declared in the same declaration document, it shall be declared to the Register of Investments. such partial liquidation. The declaration shall indicate that part of the investment in the declared real estate is settled.

3. In the case of the transfer of immovable property between residents, a printed model D-7A shall be completed by the acquirer and printed model D-7B by the transmission.

CHAPTER IV

Subsequent statements relating to investment transactions in marketable securities

Article 41. Object.

1. The procedures for the investment declaration and its liquidation relating to the following investment transactions are the subject of regulation in this Chapter:

(a) Investments in shares of foreign companies whose capital is fully or partially admitted to trading on Spanish or foreign stock markets, as well as subscription rights or other analogues which by their nature the right to participate in the capital of the aforementioned companies, whatever the place of issue and acquisition.

(b) Investments in marketable securities representative of borrowings issued by non-residents such as Bonds and Convertible Obligations or not in shares, promissory notes and any other analogues, whatever the place of issue and acquisition.

(c) Investments in collective investment foreign funds duly constituted under the law of the country concerned and with public and regular price dissemination through means of general information.

d) acquisitions by residents of securities issued by residents and acquired in foreign secondary markets.

2. For the classification of a value as negotiable, it shall apply by analogy as laid down in Law 24/1988 of 28 July of the Market of Securities and Provisions which develop it and will have the main character of the note of its negotiability in a market organized secondary and its pool in emissions.

3. In accordance with Article 7.2.b of Royal Decree 664/1999, the declarations covered by this Chapter shall be carried out in the Register of Investments:

(a) to the holders of the investments referred to in paragraph 1 above when the securities account or the deposit of securities is held in an institution domiciled abroad, or are in the custody of the the investment holder.

(b) to investment firms, credit institutions or other resident entities which, where appropriate, carry out any of the activities themselves and which act on behalf of and at the risk of the investor as a holder (a)

following shall be filed for the purposes of the reporting of the accounts or deposits;

4. Institutions which intend to carry out the activity, as specified in paragraph 3 (b) above, shall notify the Directorate-General for Trade and Investments before they begin to exercise it, in accordance with the written model to be published. by Resolution of the Development of this Order. Similarly, they must communicate the cessation in the exercise of that activity.

Section 1. Declaration via Depository Entity

Article 42. Procedure of the declaration.

1. The entities that have made the notification referred to in the previous Article shall carry out the communications in accordance with Articles 43 and 44 of this Order, even if no operations have been recorded in the reference period. Each entity will centralize communications through a single one of its offices.

2. The depository institutions shall require the investor to be accredited to the residence in accordance with Article 3 of this Order and shall carry out the communications to the Directorate-General for Trade and Investments, which are defined in the following items.

Article 43. Information about flows.

They will be made on a monthly basis and must be submitted between 1 and 20 of each month, including the following operations carried out during the previous month:

(a) Subscription, purchase, amortization, sale or exchange of securities referred to in Article 41.1 (a) and (c) of this Order.

b) Transmissions of the cited securities to lucrative, inter-living or mortis cause.

c) Change of residence of holders of deposits or securities accounts in the communicating entity that results in the qualification as a Spanish investment abroad or the loss of such a condition of the aforementioned deposit.

(d) Transfer of deposits or accounts of the securities referred to in Article 41.1 (a) and (c) above, between depository entities or between them and other entities abroad, by order of the investment holders.

e) Transmissions between residents of the securities referred to in Article 41.1 (a) and (c) of this Order.

Article 44. Information on balances.

To be presented annually in the month of January of each year, including deposits and balances recorded in the securities to which the investments referred to in Article 41.1 above are available, as at 31 December of the year previous.

Article 45. Referral of information.

The referral of information to the Directorate-General for Trade and Investments shall be made in accordance with the instructions to be published in the relevant Development Resolution of this Order.

Article 46. Other reporting obligations.

Investment Services Companies, credit institutions or other resident entities that, where appropriate, perform some of the activities of those entities when they do not act as foreign securities depositories, Collective Investment Companies and the Investment Funds shall make statements relating to investment transactions in foreign marketable securities on their own account, in accordance with Articles 42, 43 and 44 of the Order.

Section 2. Statement by investment holders

Article 47. Procedure of the declaration.

1. The holders of investments in securities referred to in Article 41 above shall declare them in accordance with the provisions of this Article where the deposit or securities account is opened in a non-resident entity, either because the institution is not resident in the the acquisition was carried out directly by its owner through the latter, either through a resident mediating entity, but constituting a deposit to its name abroad.

The investments in the securities referred to above shall also be declared in accordance with the provisions of this Article where they are held in the custody of their holder.

2. The declarations shall be made on an annual basis, shall be made in the Form D-6 and shall be addressed to the Directorate-General for Trade and Investments during the month of January of each year, reflecting the situation of the deposits or securities accounts at 31 Previous December.

3. The printed model D-6 shall consist of two copies:

Copy 1: For the General Directorate of Trade and Investments.

Copy 2: For the investment holder.

A copy of the extracts of securities accounts abroad and of the documents, as appropriate, as referred to in Article 36 of this Order, shall be accompanied by a copy of the printed model. The investment holder shall retain the duly sealed copy 2.

4. The operations referred to in Article 41.1 (a) of this Order shall also be declared to the Investment Registry where the investor's participation is equal to or greater than 10 per 100 of the capital of the company in which the Investment before or after the transaction or when the percentage is not reached allows the investor to be part of its management body or if the investment exceeds 250,000,000 pesetas or 1,502,530,27 euros.

The investment statement or its settlement shall be made within a period of one month from the date of completion of the transaction, using the printed model D-6.

Article 48. Admission and exclusion in secondary markets.

1. If a non-listed foreign company is listed on a secondary market, the investor must present the non-listed investment settlement model D-5B within the maximum period of one month from the start of the listing. The new marketable securities shall be included as a purchase flow in the information of the depository institution which shall be declared within the time limit laid down in Article 43 of this Order or the holder shall make the declaration by means of the presentation of the D-6 model within the time limits set out in the previous article.

If it is an investment in which the holder owns 10 per 100 or more of the capital or voting rights, he must submit simultaneously to the Investment Registry, the model D-5B and a written notification of the investment in the listed company. The holder shall send both documents within one month of the beginning of the listing.

2. If a company listed on a secondary market ceases to be listed in the secondary market, the investor must present the model D-5A of the investment declaration in securities not listed within the maximum period of one month from the suspension of the listing and, in their case, the deposit institution shall unsubscribe the corresponding securities listed in its deposits as a sales flow within the time limits and subject to the conditions set out in Article 43 of this Order.

If it is an investment in which the holder owns 10 per 100 or more of the capital or voting rights, he must submit simultaneously to the Investment Registry, the model D-5A and a written notification of the settlement in the listed company. The holder shall send both documents within one month of the suspension of the listing.

CHAPTER V

Other obligations

Article 49. Annual reports on the development of investments abroad.

1. In the first nine months of each calendar year, the residents of foreign investment will have to submit to the Directorate-General for Trade and Investments an annual report on the development of investment abroad. listed or unlisted companies, in the following cases:

(a) In the case of investments in branches, whatever the amount of the investment.

(b) Where the net worth of the foreign company subject to the investment is greater than 250,000,000 pesetas or 1,502,530,27 euros and the investor's participation in the capital or in the total voting rights is equal to or greater than 10 per 100.

(c) In the case of investments in companies whose activity is the holding, direct or indirect, of holdings in the capital of other companies, whatever the amount of the investment.

2. The annual report shall be submitted by means of the duly completed D-8 form, together with a copy of the balance sheet and the results of the foreign company and its annexes and accompanying notes.

3. The D-8 model shall consist of two copies:

Copy 1: For the General Directorate of Trade and Investments.

Copy 2: For the investment holder.

Once the aforementioned Memory is presented, the declarant will retain the copy that is duly sealed, although the General Directorate of Trade and Investments may ask the company to declare how many clarifications considers relevant to the data contained in the Memory.

The Directorate-General for Trade and Investments may individually require the presentation of the Annual Report, in accordance with the procedure laid down in the preceding paragraphs, to the Spanish investment holders in the which, while not complying with the conditions set out in paragraph 1 of this Article, have investment abroad.

Single repeal provision. Regulatory repeal.

The following provisions are repealed:

Resolution of 6 July 1992, of the Directorate General of Foreign Transactions, on the procedure for the processing and registration of foreign investments in Spain.

Resolution of 7 July 1992, of the Directorate General of Foreign Transactions, on the procedure for the processing and registration of Spanish investments abroad.

As many provisions of equal or lower rank are also repealed, they are in opposition to the provisions of this Ministerial Order.

Final disposition first. Amendment of the Order of 16 November 2000 for the development of Law 9/1999 of 12 April 2000 regulating the legal arrangements for transfers between Member States of the European Union and other provisions relating to the general transfer management.

The following provisions of the Order of 16 November 2000, for the development of Law 9/1999 of 12 April 2000, governing the legal system of transfers between Member States of the European Union, are hereby amended. as other provisions on transfer management in general.

1. The first subparagraph of Article 2 (1) (a) is worded as follows:

" (a) The maximum period necessary for the funds in the account of the entity of the beneficiary to be credited in the execution of a transfer order given to the institution. Such time limit shall be the time agreed with the payer or, failing that, the end of the fifth day following the date of acceptance of the transfer order. '

2. The first subparagraph of Article 2 (1) (d) shall be worded as follows:

" (d) The maximum period, in the case of receipt of a transfer, for the funds credited to the account of the institution to be credited to the account of the customer who is the beneficiary. Such time limit shall be the date previously agreed with the beneficiary or, failing that, the end of the day following that in which the funds have been credited to the account of the beneficiary's institution. '

Final disposition second. Powers of development.

1. The Directorate-General for Trade and Investments is hereby authorised to lay down the detailed rules for the application of this Ministerial Order, and in particular to approve the printed models for the processing and declaration of foreign investments. in Spain and the Spanish investments abroad.

2. The Directorate-General for Trade and Investment may lay down the specifications and requirements necessary to enable the declarations referred to in this Order to also be presented in magnetic support or to be carried out by means of use of electronic, computer or telematic means.

Final disposition third. Entry into force.

This Order shall enter into force on 1 July 2001, except as provided for in the first provision, which shall do so on the day following that of its publication in the Official Gazette of the State.

Madrid, 28 May 2001.

HANGING OUT AND FIGAREDO

Excmo. Mr. Governor of the Banco de España.

Ilmo. Sr Director-General for Trade and Investments.

Ilma. Ms. Director-General of the Treasury and Financial Policy.