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Order Of 12 July 1993 On Brochures And Other Developments Of The Real Decree 291/1992, Of 27 March, On Emissions And Public Offerings Of Securities For Sale.

Original Language Title: Orden de 12 de julio de 1993 sobre folletos informativos y otros desarrollos del Real Decreto 291/1992, de 27 de marzo, sobre emisiones y ofertas públicas de venta de valores.

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TEXT

This Ministerial Order develops Royal Decree 291/1992 of 27 March on issues and public offers for the sale of securities, and completes the process of transposition of various Community Directives on the market of securities. securities: thus, those for information brochures and public offers for the sale of securities (Directives 89/298 and 90/211), brochures for admission to securities trading (Directives 80/390 and 87/345) and information brochures for investment institutions Collective (Directive 85/611).

The rule establishes a common scheme for the various forms of information prospectus to be presented to the National Securities Market Commission on the occasion of securities issues, admission to securities trading and the marketing of Collective Investment Institutions, although it provides for specialties that cater to the nature of the securities or of the persons or entities.

Among the novelties contained in the Order are the obligation to update the information leaflet of the Collective Investment Institutions annually; the rules applicable to the simultaneous offers of securities in Spain and in Spain. other Member States of the European Community, with the prospectus registered in other States being recognized in our country, provided that it is completed with certain information relevant to the Spanish investor; or the establishment of a maximum period of a year for the subscription or placement of the securities corresponding to the same or public offering.

The additional provisions regulate the prospectuses for admission to securities trading, with the emphasis on the recognition in Spain of information brochures verified by the authorities of other Member States of the Community. Finally, the fourth additional provision lays down the information leaflet applicable to public tenders for the sale of securities already listed, in order to ensure that the information transparency of such transactions is similar to that required by the emissions of securities.

In its virtue, prior report of the Advisory Committee of the National Securities Market Commission,

D I S P O N G O:

First. Models of the prospectus.

1. Information brochures and public tenders for the sale of marketable securities which, in accordance with Articles 5.2 and 29.1 of Royal Decree 291/1992 of 27 March 1992, are to be verified and registered by the Commission National of the Stock Market as a prerequisite to the performance of those, shall conform to the models that are accompanied as annexes to this Order.

2. The model in Annex A (variable income) shall be in accordance with the issues and public offerings for the sale of shares, participative shares and other securities whose performance is linked to the economic development of the issuing entity, including actions that are part of a process of successive founding of societies. This model will also be applied to public offerings for the sale of preferential subscription rights and for the allocation of variable income securities.

3. The model in Annex B (fixed income) shall be in accordance with the emission and public offerings for the sale of bonds and other securities representing parts of the borrowing, even if they include subordination clauses; exchange letters; notes; deposits, bonds, bonds and mortgage holdings; and other securities which, being negotiable, grant the right or the possibility of obtaining an independent remuneration for the economic development of the issuing entity. In addition, prospectuses relating to securities giving an option to acquire a holding in the issuing company or in a different one, irrespective of whether or not there is a clause of interest, income or interest, shall be presented in accordance with Annex B. remuneration of the quoted type.

Whenever the maximum duration laid down in the seventh order of this Order is not exceeded, in the programmes of continuous or open emission of homogeneous values, it may be submitted to the National Commission of the Market Securities a single comprehensive information leaflet for the entire programme, adapted to the model in Annex B.

4. Where the issuer of securities publicly offered is a natural person, Annex C shall apply.

5. Annex D shall apply to issues and public offering for the sale of securities by the following types of public entities:

-Instituto Nacional de Industria, Instituto Nacional de Hydrocarbons, Instituto de Crédito Oficial, RENFE and other Entities which, depending on the Spanish State or the Autonomous Communities, do not review the form of company Article 17 of the consolidated text of the General Budget Law, or similar to that provided by the laws of the respective Autonomous Communities, is subject to the financial control provided for in Article 17 of the recast text of the General Budget Law.

-Spanish local entities and entities dependent on them that are not in the form of a commercial company and are subject to the financial control provided for in Chapter IV of the Local Government Law.

-International organizations of public character and foreign states.

6. The model in Annex E shall be in accordance with the emission and public offerings of the sale of securities of the Mobilia Investment Company, both fixed capital and variable capital.

This model will also be adapted to the explanatory brochure which, in accordance with Article 10, 1, (a) of Royal Decree 1393/1990 of 2 November 1990, has to be drawn up by these companies at the time of their registration. corresponding administrative record. This prospectus shall be updated annually once the audit report on the accounts for the previous financial year is available. The updated annual prospectus shall be adapted to Annex E; the National Securities Market Commission shall set the time limit and the conditions for its submission and use.

7. The explanatory prospectus which, in accordance with the precept mentioned in the previous paragraph, must also be submitted for the Mobiliary Investment Funds and the Investment Funds in the Assets of the Monetary Market at the time of their registration in their corresponding administrative records, shall be in accordance with Annex F. This same model of prospectus shall also be used in the event of the establishment of the Fund by means of the public subscription procedure for its shares, provided for in the 36 of Royal Decree 1393/1990 of 2 November 1990.

Whatever the form of incorporation of the Investment Fund would have been, the prospectus will be updated annually, once the audit report of the previous financial year is available. The prospectus should also be updated in any of the cases referred to in Article 35.2 of Royal Decree 1393/1990 of 2 November, which entitles the shares to be reimbursed free of charge. The updated prospectus shall be adapted to Annex F; the National Securities Market Commission shall set the time limit and conditions for its submission and use.

8. The information leaflets of other institutions of collective investment under the scheme of Law 46/1984 of 26 December, and not referred to in the two preceding paragraphs of this Article, shall be adjusted, in the absence of a special rule, to the extent in the form of their specific characteristics, the E and F models and their system of use, in accordance with the legal form of the institution concerned.

9. Without prejudice to the foregoing paragraphs, the National Securities Market Commission may require the issuer or offeror to include in the prospectus how much additional information it deems necessary for the appropriate information and protection of investors and the transparency of the market. Likewise, the National Securities Market Commission, in order to facilitate the analysis and understanding of the prospectus, may include or include in the same warnings or explanations.

Likewise, the National Securities Market Commission will be able to exempt from the prospectus those information that, due to its lack of relevance and nature, do not influence the assessment of the securities or the equity, the financial situation or the results and prospects of the issuer. The waiver may also be granted to those other whose disclosure is contrary to the public interest or which is of serious harm to the issuer, provided that the lack of publication does not mislead the public in respect of the facts and essential circumstances for the assessment of the securities concerned.

Second. Forms of presentation of the prospectus.

1. The information brochures referred to in the preceding number, with the exception of the model in Annex F, may be submitted to the National Securities Market Commission in a reduced manner when a prospectus has been entered on a prior basis. complete or incomplete referring to the same issuer, provided that the definitive financial statements incorporating the latter do not relate to a previous date of more than 15 months at the time of the presentation of the reduced prospectus.

2. For the purposes set out in the preceding paragraph,

following definitions shall apply:

a) Full brochure: the one that presents all the chapters that in each case are required in the annexes of this Order.

b) Incomplete prospectus: the one that presents all the above chapters, except the second. Incomplete prospectuses may be submitted only after the accounting formulation and verification of the annual accounts for the immediate financial year preceding the year in which the prospectus is presented, and in any case before the date of the publication of the a month shall elapse from the date of approval of those accounts by the competent social body.

(c) Reduced prospectus: the one that consists only of the first and second chapters, plus an express and outstanding mention of the complete or incomplete prospectus that complements it. However, where the financial statements contained in the accompanying prospectus relate to an earlier date in more than six months at the time of the presentation of the reduced prospectus, they must be included in the prospectus. as an annex, financial statements, provisional or final, closed at a time lower than that cited.

Third. Securities issued by financial institutions subject to prudential supervision.

1. Where the issuing institution of the securities to be offered publicly is one of those subject to the supervision of the Banco de España or the Directorate-General for Insurance, the National Securities Market Commission shall request the issuer or (a) an offer of accreditation to the supervisory bodies of the above-mentioned supervisory bodies on the content of the information leaflet. This report shall cover all the chapters of the prospectus, except the second, and shall be limited to the consistency of the information contained in those chapters with the annual accounts and the public and audited management report, with the data appearing in the relevant administrative records in charge of those bodies and with other data of a public nature.

This report must be transmitted simultaneously by the supervisory body to the data subject and to the National Securities Market Commission.

2. For the purposes of the preceding paragraph, a favourable report shall be deemed to exist if 20 days after the receipt by the Bank of Spain or the Directorate-General of Insurance of the relevant prospectus project The supervisor would not have spoken in an express manner.

When the draft information leaflet is submitted simultaneously to the National Securities and Exchange Commission and to the competent supervisory body, this period of 20 days shall be subsumed within the maximum period of one month. that for the entire procedure for the verification of the emissions or public tenders is set out in Article 8.2 of Royal Decree 291/1992 of 27 March.

Fourth. Emissions of shares linked to merger or division processes.

The emissions of shares linked to merger or division processes, where any of the companies participating in the merger or division is subject to the duty of update as set out in Article 13 of Royal Decree 291/1992, 27 In March, they shall comply with the requirements of Article 5.2 of the Royal Decree itself in the following terms:

1. The requirements of points (a) and (b) of Article 5.2 shall relate to the merger or division agreements adopted by the General Boards of all the companies involved in the process.

2. The requirement of point (c) shall be understood as:

In the case of merger, to the merger balances of all participating companies, accompanied by their corresponding audit reports, as provided for in Article 239 of the consolidated text of the Companies Act.

In the case of a division, the accounting statements representing the non-cash assets of the company or companies that are divided, accompanied by the report of independent experts referred to in Article 256 of the text Recast of the Law of Companies Anonymous.

3. The information leaflet referred to in point (d) shall consist of the documentation relating to Article 238 (1) of the Recast Text of the Companies Act, if it is a merger, or in Section III of Chapter VIII, Section 3. Third of the same Law, if it is a division, and it will be subscribed, by common agreement, by representatives of all the societies participating in the process.

The publication of this prospectus and its entry into conditions of access to the public must be made before the beginning of any period of exchange of shares of the companies acquired or divided by those that issue the the absorbing or beneficiary companies of the division.

Fifth. Simultaneous offers of securities of Spanish issuers.

1. In the case of issues or public tenders for the sale of marketable securities the issuer of which has its registered office in Spain and is made simultaneously or on upcoming dates in the Spanish market and in that of another Member State or other Member State of the European Communities. European, the information leaflet corresponding to the total volume of the same must be verified and previously recorded by the National Commission of the Market of Securities, owing the issuer or offeror to transfer the same to the authorities the competent authority of the other Member States in which the issue or public offer is made.

The contents of the prospectus in this case shall be in accordance with the provisions of this Order, without prejudice to any additional information which the competent authorities of the other Member States may require.

2. For the purposes of the preceding paragraph, it is understood that a public issue or offer of sale of securities is made on upcoming dates on the Spanish market and in the market of another or other States when the opening of the subscription period In Spain and in the State concerned, a period of less than or equal to three months is to be dealt with.

Sixth. Simultaneous offers of securities of community issuers.

1. In the case of issues or public bids for the sale of securities held simultaneously or on upcoming dates in the Spanish market and in other States, in accordance with paragraph 2 of the preceding number, the issuer of the securities has its own in another Member State of the European Communities, the information leaflet which has been submitted to the competent authority of that State, or another Member State in which the issuing of the information is carried out, shall be sufficient. public offer, not to take place in that one.

However, the following additional information will be added to that brochure:

(a) The personal income tax regime derived from the securities offered, in accordance with the Spanish tax law in force at the time the prospectus is presented, distinguishing between resident subscribers and not residents. Each tax regime shall be described with sufficient amplitude, literally transcribing the applicable legal precepts where necessary for a proper understanding. The information shall include not only the form of integration into the taxable income of the income investor which the securities are liable to produce, but also any withholding or payment on account and the subject liable to make them, and formal-type duties which may be required in relation to investment, such as the presentation of declarations or the issue of certificates of purchase.

(b) In the event that the securities which are offered lack a typical legal regime in Spanish law or involve variations on the typical scheme provided for in the Spanish legal provisions, the scheme must be defined legal securities, with a specification of the procedures to ensure the certainty and effectiveness of the rights of the first holder and of the following.

Also, it will be included reasoned justification that the legal regime that is intended for the securities or the guarantees that they incorporate do not oppose the provisions of Spanish mandatory rules.

(c) Entity or entities in charge of the placing or placing on the market of the securities in Spain, which shall in any case be some or some of those authorized for this purpose in accordance with Articles 71 and 76 of the Law on the Market Values. The entity or entities in charge in Spain of the financial service derived from the securities offered shall also be specified.

(d) If the securities were to be traded on a Spanish Stock Exchange, the foreign entity shall be mentioned as being entitled to hold the securities to the Spanish market and, where appropriate, the financial institution responsible the maintenance of the correspondence between the balances of the securities accounts in the Securities Clearing and Settlement Service and those deposited or recorded in the said foreign entity, in accordance with the provisions of the Article 35 of Royal Decree 116/1992 of 14 February 1992 on the representation of securities by means of Accounting and clearing and settlement of stock transactions.

Where applicable, these same terms shall be made if the securities are to be traded on a Spanish secondary market other than the Exchange.

e) Mode of publication of information for Spanish investors, whether the information provided for in Article 32 of Royal Decree 291/1992 of 27 March 1992, or any other information which is compulsory or voluntary, may disclose the person or entity issuing or offering, or who acts on its behalf.

The prospectus and related additional information must be filed with the National Securities Market Commission translated into Spanish by an official translator.

2. In the case of public tenders for the sale of securities which have been admitted to trading on a Stock Exchange of another Member State of the European Communities within six months before the date of opening in the Spanish market of the the acquisition period, the admission prospectus approved by the authorities of the competent Community State shall be used for the purposes of the preceding paragraph, without prejudice to the fact that the prospectus is officially translated into Spanish and add the additional information that is quoted in that number and the necessary information about the circumstances of the public offering in Spain.

Seventh. Maximum duration of emissions, offers and programmes.

1. For the purposes referred to in Article 4 (4) of Royal Decree 291/1992 of 27 March 1992, the maximum duration of the period of subscription or placement of all types of emissions and public tenders of marketable securities shall be one year, with the exception of the shares of the Capital Variable Investment Companies and the equity of mutual funds. The maximum duration may not be exceeded by application of extensions to the period of subscription or placement initially fixed, provision of successive instalments, extensions to the amount offered, or any other similar cause.

2. For the same purposes as those referred to in the preceding paragraph, the maximum duration of the programmes for the continuous or open emission of homogeneous values shall be set at one year from the date set for the first subscription, without (a) to extend its extension for the reasons set out in that paragraph. If all or part of the securities covered by the programme have a repayment term of less than one year, it shall be understood, except in the case of the supporting documents of the emission agreements, that the maximum amount or volume of the programme is covered by the same prospectus is in terms of outstanding balance and, therefore, as long as the maximum duration of the programme has not expired, the securities may be renewed as they are amortised.

3. The maximum time limits laid down in this seventh number shall be respected even if the total amount of the issue, offer or programme has not been fully subscribed or acquired.

4. For the purposes of the partial derogation provided for in Article 7 (1) (b) of Royal Decree 291/1992 of 27 March 1992, the amount of pesetas 500 million referred to in that paragraph shall be understood as referring to all the homogeneous values issued by the same issuer within one year.

Eighth. Securities not transferable to third parties.-Securities with a repayment term equal to or less than twelve months issued by the entities referred to in paragraphs (a) and (b) of the second paragraph of Article 76 of the Securities Market Act, provided that they are not subject to the requirements laid down in Article 5 (2) of Royal Decree 291/1992 of 27 March 1992 exclusively between the issuing institution and its customers.

The National Securities Market Commission is enabled to condition, as a general rule, the application of this exception to the non-use, as a denomination of these securities, of expressions that may give rise to confusion with other typical of marketable securities markets.

Ninth. Information about the result of the placement.

1. Where, in accordance with the current rules, for the purpose of making an issue, an issue programme or a public offering for the sale of securities, the prior registration and filing of a prospectus in the National Securities Market Commission is required. information on the outcome of the award procedure used and the dissemination achieved in the placement shall also be referred to the information body by the issuer or offeror. The above is the exception of the issues and public bids for the sale of shares of Capital Variable Investment Companies and Investment Funds shares.

In the case of issues or public offerings for the sale of securities convertible into other securities or which provide an option to acquire other securities, the information shall include data on the extent to which the securities have been exercised. Conversion powers or option.

This information will be presented in a disaggregated form, distinguishing, on the one hand, between domestic and foreign investment, and, on the other, between institutional and private investment, according to the models and instructions to establish the National Securities Market Commission.

2. The information referred to in this issue must be submitted within the following time limits:

(a) Emissions, programs or public offerings, the subscription or placement period of which is equal to or less than three months within thirty days after the end of that period.

(b) Emissions, programmes or public tenders, the subscription or placement period of which is more than three months: the information shall be provided for each calendar quarter ending during that period, the thirty days following each completion. In addition, information concerning the complete placement shall be provided within thirty days of the completion of the subscription period.

10th. Securities issues in pesetas by non-residents.

1. Persons or entities not resident in Spain who intend to issue bonds or other marketable securities denominated in pesetas shall, prior to the start of the union between the entities which are to be directed or to ensure the issuance or, in another case, prior to the offer to the public of the securities, to communicate to the Directorate-General of the Treasury and Financial Policy the characteristics of the planned issuance and, in particular, the following:

Amount of the issuance and financial characteristics of the securities to be issued.

Market in which the placement of the securities is to be carried out and, in particular, planned activities of marketing or promotion in Spain of the securities.

If they were appointed, directors and insurers of the issue, as well as agent of payments.

2. The Directorate-General of the Treasury and Financial Policy, once received in full the information referred to in the preceding paragraph, shall determine within 10 days whether the projected emission is or is not subject to the established requirements. In Articles 5 et seq. of Royal Decree 291/1992 of 27 March 1992 on issues and public offers for the sale of securities, communicating the resolution adopted to the interested parties and the National Securities Market Commission. If deemed necessary, it may require the inclusion of a clause in the documentation relating to the issue which warns that the securities may not be placed on the market in Spain.

If the time limit has not been expressed, it is understood that the planned operation is not subject to the above requirements.

ADDITIONAL PROVISIONS

First. Prospectus for admission to trading on stock exchange of Spanish issuers. -1. In accordance with Article 32 of the Securities Market Act, the prospectus for the admission of securities to trading on the Stock Exchange shall also be in accordance with the Annexes to this Order.

If between the end of the period of subscription or acquisition of a public issue or offer and the filing of the application and other documents necessary for admission to trading on the Stock Exchange a a period exceeding three months, or if such an issue or public offer would have been exempt from the requirement of the information leaflet but was not for admission to the Stock Exchange, it shall be necessary to present a prospectus so that the admission can take place information adapted to the Annexes to this Order, which may be covered by the provisions of Reduced brochure at number two. In other cases, a simplified prospectus with data relating to the dissemination achieved in the placement and other related issues shall be sufficient to present to the National Securities Market Commission in the terms set out by that Commission. National by circular.

The shares of the Movibilia de Capital Variable Investment Companies are exempt from the provisions of the previous paragraph, for which a single prospectus for issuance and simultaneous admission to trading securities will be filed.

2. Where for the same securities issued by an entity having its registered office in Spain, applications for admission to trading on the Spanish stock exchange and on other Community stock exchanges are submitted simultaneously, or on upcoming dates, Admission prospectus shall be the one approved by the National Securities Market Commission, in accordance with the provisions of paragraph 1 above. The National Commission shall issue to the competent authorities of the other Member States in which admission is sought a certificate stating that approval.

The contents of the prospectus in this case shall be in accordance with the Annexes to this Order, without prejudice to any additional information which may be required by the competent authorities of other Member States.

For the purposes of this paragraph, applications for admission to trading on the stock exchange shall be deemed to be filed on a date to be close when the application is made in Spain and in the other Member States where it is not more than six months have elapsed.

Second. Prospectus for admission to trading on stock exchange of Community issuers. -1. Information brochures for simultaneous offers of securities issued by Community issuers approved by the competent authorities of a Member State of the European Communities other than Spain, referred to in the sixth of this Order, shall also be used for the admission to trading of securities on the Spanish stock exchanges, provided that they are presented with the official translation and the additional information required in that Article, and that no more than three months have elapsed between the termination of the subscription or acquisition period in Spain and the corresponding period application for admission to trading. However, at the time of submitting the documentation necessary for the admission of securities to the Stock Exchange, a supplement to the prospectus must be provided with data relating to the dissemination achieved in the placing in Spain of the securities and other related issues, in terms established by the National Securities Market Commission by means of a circular.

2. Where for the same securities issued by an institution which has its registered office in a Member State of the European Communities other than Spain, and which have not been publicly offered on the Spanish market on a prior basis or, having regard to it, The time limit referred to in the number 1 of this additional provision would have been exceeded, either at the same time, or on upcoming dates, applications for admission to trading on the Spanish stock exchange and other Community exchanges, the The competent authorities of the State of residence of the Member State may approve the the issuer, or, where appropriate, of the Member State in which the application was lodged. However, this brochure will be added to the additional information relating to the sixth of this Order, being presented to the National Securities Market Commission, both the prospectus and the additional information, translated into Spanish. by official translator.

For the purposes of this paragraph, applications for admission to trading on the Stock Exchange shall be deemed to be filed on a date to be close when the application is made in Spain and in the other Member States where it is established. had not been more than six months.

Third. Prospectus for admission to trading on the second market of the Spanish Bags. Notwithstanding the provisions of paragraph 1 of the first provision of this Order, the full prospectus of admission of securities to the trading in the The second market of the Spanish Bags, where the presentation of the Spanish Bags is based, will be adapted to the Annex to the Order of 26 September 1986 on the development of Royal Decree 710/1986 of 4 April 1986 establishing a second Stock Market on the Stock Exchanges and the conditions for the putting into circulation of securities are amended of fixed income.

Fourth. Public bids for the sale of securities admitted to trading on the Stock Exchange.-The performance of public bids for the sale of securities admitted to trading on the Stock Exchange will require prior submission to the National Securities Market Commission of an information leaflet adapted to the Annexes of this Order, which shall be registered, edited and disseminated in accordance with the provisions of Chapter IV of Royal Decree 291/1992 of 27 March.

When the issuer is current in its periodic securities reporting obligations, the prospectus may be reduced, in accordance with the second of this Order. If a supplementary prospectus is in force, it will be disseminated along with the reduced one.

If the issuer fails to comply with the above periodic reporting obligations, it will be necessary to present a full prospectus for the conduct of the public offerings referred to in this provision.

REPEAL PROVISION

At the date of entry into force of this Order all provisions, of equal or lower rank, shall be repealed which shall be contrary to their content, and in particular the following:

The Order of 17 November 1981 on financial information for securities issuing institutions.

The Order of 24 May 1983, on the announcement and entry into service of fixed income securities.

The Order of 15 October 1985, for which various aspects of Royal Decree 1346/1985 are developed, dated 17 July.

The number eight of the Order of 26 July 1989, for the development of Article 86 of the Securities Market Act, in which the referral to the Directorate-General of the Treasury and Financial Policy of the financial statements was available. of a public nature and its related audit reports by the Companies and Securities Agencies and another set of entities.

The number seventh of the Order of 20 December 1990, for which the Regulation of the Law 46/1984 of 26 December 1984, the regulator of the Institutions of Collective Investment, in which the referral to the Directorate-General of the Treasury and Financial Policy of the public financial statements and their audit reports by the Collective Investment Institutions and their Management Societies.

FINAL DISPOSITION

1. The National Securities Market Commission is enabled to issue provisions through which specific models of the information brochures referred to in this Order are approved for issuing entities subject to the supervision of the Bank. of Spain, of the Directorate General of Insurance or of the National Commission of the Market of Securities, with the exception of the latter case of the Institutions of Collective Investment of a financial character. The scope of this rating is limited to the fourth and seventh chapters of the relevant Annexes to this Order. The abovementioned provisions shall be the subject of a report by the Bank of Spain or the Directorate-General for Insurance, as appropriate, prior to its approval.

In any event, the National Securities Market Commission must approve a specific model for the Mortgage Securitisation Funds, as referred to in Law 19/1992, of July 7.

2. The National Securities Market Commission is generally empowered to dictate how many provisions are necessary for the execution and development of the provisions of this Ministerial Order.

3. This Ministerial Order shall enter into force in accordance with the general provisions of the Civil Code, resulting from the application of public securities and the sale of securities, as well as their modifications, agreed after its entry into force.

Madrid, July 12, 1993.

CATALAN SOLCHAGA

Ilmos. Mr Chairman of the National Securities and Direct Market Commission

or General Treasury and Financial Policy.

ATTACHMENTS

Notes common to all Annexes: 1. Where the information requested in these Annexes appears in the annual report or in the management report reproduced in the prospectus, it shall not be necessary to duplicate them, a reference to the corresponding section of that memory or report.

2. Where the information requested in any of the paragraphs or points of these Annexes is not applicable to the particular case in question, it shall not be necessary to mention such paragraphs or points, unless the information provided for in this paragraph is contrary.

ANNEX A

Model for Variable Income Values

CHAPTER I

Persons who assume responsibility for their content and supervisory bodies in the prospectus I. 1 Persons who take responsibility for the contents of the prospectus:

I. 1.1 Name, last name, national identity document number or personal identification document, and position or powers of the natural person or persons who, representing the issuer or offeror, assume responsibility for the contents of the prospectus.

I. 1.2 Mention that the data contained in the prospectus is in conformity with the reality and that no facts likely to alter its scope are omitted.

I. 2 Supervisory Bodies:

I. 2.1 It shall be mentioned that the prospectus is entered in the official records of the National Securities Market Commission or in those of the competent supervisory bodies of other Member States of the European Communities, and its nature (complete, incomplete or reduced) shall be stated. If this is an incomplete prospectus, it shall be expressed that the prospectus shall be completed when the institution carries out some or some issues or public offers for the sale of marketable securities.

The cover of the prospectus shall also mention its nature and its registration in the official records of the competent supervisory body and, in the case of a reduced prospectus, reference shall be made to its relevant prospectus supplementary.

The following expression will be reproduced: .

I. 2.2 When the issuing institution is subject to the supervision of the Banco de España or the Directorate-General for Insurance, it shall be stated that it has been obtained from such bodies, a favourable report on the contents of the prospectus with inclusion of the following expression:

I. 3 Name, address and qualification of auditors who have verified the annual accounts for the last three financial years.

It shall be indicated, where appropriate, that all audit reports referred to in the preceding paragraph have been favourable. Where some or all of those reports contain an opinion with a view to the contrary, quantified or not, or the opinion of the auditor is unfavourable, or the opinion is rejected, it shall be made clear in this paragraph and the report shall be reproduced in full. the reports concerned, unless it is the one to accompany it as an annex to the prospectus in accordance with Chapter V, in which case a reference shall be made to that Annex.

Also, other information contained in the prospectus will be indicated and verified by auditors.

CHAPTER II

The public offering and the negotiable values that are the object of it

II.1. Social agreements:

II.1.1 Mention of the inclusion of the social agreements in issue, including their possible subsequent amendments, as an integral part of the prospectus, as well as, where appropriate, the delegation agreement in the administrators, and any other document of which limitations or conditions arise to acquire the ownership of the securities or to exercise the rights incorporated therein.

II.1.2 In the case of a public offering of sale, any agreement to modify the securities that has occurred after its issuance, as well as the agreement to make the offer, will be reproduced.

Where appropriate, it will be expressly stated that the conduct of the planned operation does not violate the rules governing the business of the company's own shares or those of the dominant company.

The ownership or availability of the securities shall be justified on the part of the person making the offer and the guarantees of its immobilization or affectation to the result thereof.

The percentage that on voting shares or other securities giving the right to their acquisition represent those held by the offeror, before and after the offer shall be specified.

II.1.3 Information on prior requirements and agreements for admission to trading on a stock exchange or on an organised secondary market.

II.2 Reference, where appropriate, to the prior administrative authorization of the issue or offer, with reproduction of the data or conditions resulting therefrom.

Reproduction of the warnings and considerations which, as provided for in the first paragraph of paragraph 9 of this Order, would have been carried out by the National Securities Market Commission.

II.3 Assessment of the risk inherent in the securities or its issuer, where this assessment has been carried out by a qualifying entity. In such a case, the full denomination of that entity, the meaning of the given grade, the date of the assessment and, where appropriate, the indication of whether the rating entity has been recognised as such by the National Market Commission shall be indicated. Values.

II.4 In the case of securities to which a typical statutory scheme is not applicable, or where possible, variations on the typical arrangements provided for in the applicable legal provisions shall apply:

II.4.1 Definition of the legal status of securities, specifying procedures to ensure the certainty and effectiveness of the rights of the first holder and the following.

II.4.2 Reasoned Justification that the issuance of such securities, their legal status or the guarantees they incorporate, are not contrary to what is established in mandatory rules.

II.5 Characteristics of the values:

II.5.1 Nature and denomination of the values offered, with indication of their class and series.

II.5.2 Form of representation; in the case of the account, denomination and address system of the entity in charge of its accounting record.

II.5.3 Overall amount of the issue or offer, broken down, where appropriate, between capital increase and issue premium.

II.5.4 Number of values, numbering, share of capital and nominal and effective amounts of each.

In relation to the effective amount or price of the values must be specified:

Who decided the price.

Based on which parameters or items the price was decided.

Effects that the decided price has on the P.E.R. () and other returns for the investor.

II.5.5 Related commissions and expenses of all types that must be paid by the subscriber.

II.6 If the securities are to be represented by account, the fees to be borne by the investors, according to the applicable tariff, by registration and maintenance of balances, shall be accurately indicated. if the entity in charge of the accounting record is the Securities Clearing and Settlement Service, in which case it is sufficient to mention, where appropriate, the existence of commissions for the aforementioned concepts by the holders.

II.7 Law on the circulation of securities, pointing out especially whether or not there are restrictions on their free transmissibility.

II.8 Secondary markets organised, either national or foreign, in respect of which there is a commitment to ask for admission to trading of securities, giving a concrete indication of the maximum period for which the securities will be presented the application and other documents necessary for admission. In the event of non-compliance with the deadline, the reasons for the delay by the means to be mentioned in the prospectus shall be made public, without prejudice to any contractual liability which the institution may incur.

It shall be stated that the requirements and conditions required for the admission, permanence and exclusion of the securities in these secondary markets are known, according to the laws in force and the requirements of their bodies. rectors and the issuer agrees to comply with them.

II.9 Rights and obligations of the holders of the securities offered. In this regard, information should be provided on:

II.9.1 The right to participate in the distribution of social gains and in the assets resulting from the liquidation. Where appropriate, it shall be indicated if there is a right to a minimum dividend. How to make the returns that produce the values effective. Period of limitation of these yields and indication of the beneficiary of the prescription.

II.9.2 The right of preferential subscription in the issuance of new shares or convertible bonds in shares.

II.9.3 He of attending and voting in the General Boards and of contesting the social agreements. Where appropriate, the minimum number of shares to be held shall be indicated in order to be able to attend the General Boards. They will also be mentioned if there are limitations to the maximum number of votes that can be issued by a single shareholder or by companies belonging to the same group.

II.9.4 The right of information.

II.9.5 The obligation of ancillary services and, in general, all other privileges, powers and duties to be taken by the ownership of the shares or securities in question.

II.9.6 Note the date or dates when each of the rights or obligations that are mentioned in the preceding points will begin to apply for the new actions or securities offered.

II.10 Subscription or Acquisition Requests:

II.10.1 Collective of potential investors to whom the securities are offered, indicating the reasons for their choice.

II.10.2 Date or period of subscription or acquisition. Where it is not known exactly when the prospectus is to be drawn up, the procedures by which the final date or period shall be announced shall be indicated.

The possibility of extending the subscription or acquisition period will be expressly stated, highlighting the number and duration of possible extensions and the means by which they will be made public.

Detail clearly the fate of the non-subscribed securities in the preferred subscription or acquisition period, as well as the collective in which these securities are to be placed.

II.10.3 Where and to whom the subscription or acquisition can be processed.

II.10.4 Form and dates of making cash the disbursement; in the event that this disbursement is incomplete, the form and the deadline to make the passive dividends effective.

II.10.5 Form and term of delivery to subscribers of copies of the subscription newsletters or provisional safeguards, specifying their trading opportunities and their maximum validity period.

II.11 Preferred subscription rights:

II.11.1 Indication of its various headlines.

II.11.2 Markets in which they can be traded or the mention that their negotiation is not planned in an organised market.

II.11.3 Complete information on coupons or similar ancillary values intended to facilitate the exercise or the transmission of preferential subscription rights.

II.11.4 In the case of exclusion of the preferred subscription rights, the corresponding agreement of the General Shareholders ' Meeting shall be reproduced literally, unless it is already mentioned in point II.1.1 above; the persons to whom those are to be attributed, the actual value of the shares of the Company, according to the auditor's criterion, and the purpose and detailed justification of the transaction:

II.11.4.1 If the exclusion is intended to provide non-cash contributions, the projected contributions, the persons to be made, the number of actions to be delivered to the change, the guarantees adopted according to the nature of the goods in which the contribution consists and reference shall be made to independent experts who have ruled on the operation, in accordance with the recast text of the Companies Act Anonymous, reproducing its findings on the assessment criteria adopted.

II.11.4.2 If the exclusion of the preferential rights from its own funds were to offset the amount of the appropriations, the list of the appropriations to be compensated shall be included, the amount of which shall be indicated, the maturity and the enforceability of the claims; reproduce certification of the auditor of accounts stating that once the social accounting is verified, the data offered by the administrators on the credits in question and on the valuation of the shares of the Company are accurate. which are delivered in return.

II.12 Placement and adjudication of values:

II.12.1 The Entity or Entities that intervene in the placement or marketing will be related, mentioning their different tasks and describing these in a concrete way. In this respect, the overall amount of the commissions agreed between the different colocators and the issuer or promoter of the public offering, where appropriate, by reference to the subsequent paragraph II.14, shall be stated.

II.12.2 If a Director Entity is involved in the issue or offer, a signed declaration shall be made by a person with sufficient representation of the entity, stating the identifying data of the Entity and its representative, containing the following manifestations:

That the necessary checks have been carried out to contrast the quality and sufficiency of the information contained in the prospectus.

Which do not exist, in accordance with such checks, circumstances that contradict or alter such information, nor does it omit any significant facts or data that may be relevant to the investor.

Such a statement shall not relate to the data subject to the audit of accounts, nor to the interim or annual financial statements to be audited.

II.12.3 In the event that they exist, Entities that ensure the issuance or the public offering must include the characteristics of the insurance relationship or contract, and, in particular, the guarantees required from the issuer or the offeror, the types of risk assumed and the rate of consideration required by the insurer in the event of non-compliance, as well as those other relevant elements to enable the investor to form a judgment on the issue or public offering.

II.12.4 When the placement technique provides for the performance of prorateo for the case that the securities requested by the investors exceed the total of the bidders, the prorrateo mode shall be clearly determined, the way in which they are carried out, the way in which the results are publicised and, where appropriate, the return to the petitioners of the amounts paid in excess of the amount of the securities awarded, as well as the interest compensation paid to them. correspond.

II.13 Process termination:

II.13.1 Literal transcript of the agreed forecast for the case that the capital increase does not fully subscribe within the time limit set for this purpose, in the sense that such increase will be reduced to subscriptions in fact produced. In the absence of such a provision, the expression that, in accordance with Article 161.2 of the recast text of the Law of Companies, the agreement to increase the share capital will be without effect for incomplete subscription of the issued shares, warning that the directors of the Company will announce that circumstance in the "Official Gazette of the Commercial Registry" and, within the month following the one in which the subscription period has ended, they will return the subscribers or enter in their name in the Bank of Spain or in the General Deposit Box the contributions made.

II.13.2 Deadline and form of delivery of the final securities or certificates of securities.

II.14 Calculation of the costs of issuance, subscription, entry into circulation, admission to trading on a secondary market and other related items that are on behalf of the issuer or promoter of the public offering for the sale of securities. Percentage representing the total cash of the issue or offer. It will distinguish between legal expenses, financial commissions and others.

II.15 Personal income on income derived from the securities offered, distinguishing between resident and non-resident subscribers. Each tax regime shall be described with sufficient amplitude, literally transcribing the applicable legal precepts where necessary for the proper understanding of the exposure.

The information shall not only include the form of integration in the tax base of the income which the securities are liable to produce, but also the possible withholding or payment on account and the subject obliged to make them and, also, formal-type duties which may result from compulsory compliance in relation to investment, such as the submission of a declaration or the issue of certificates of acquisition.

II.16 Purpose of operation:

II.16.1 Destination of the net amount of the issue: financing of concrete investments, strengthening of the financial situation ..., etc.

II.16.2 If this is a public offering prospectus for the sale of securities, motives and purpose that is pursued with it.

II.17 Data relating to the trading of shares of the same issuer previously admitted to stock exchange listing:

II.17.1 Number of shares, by classes and nominal value, admitted to trading on the stock exchange at the date of preparation of the information leaflet.

II.17.2, in the form of a summary table, the following data shall be collected for the 24 months of the last financial year and the months after the current financial year at the time of drawing up the prospectus:

Month/Number Of Traded Values/Number Of Days Quoted/Traded Values Per Day-Maximum/Traded Values Per Day-Minimum/Quotes In Pesetas-Maximum/Quotes In Pesetas-Minimum

January .../-/-/-//-/-

February .../-/-/-/-/-/-

March .../-/-/-/-/-/-

April .../-/-/-/-/-/-

May .../-/-/-/-/-/-

June .../-/-/-/-/-/-

July .../-/-/-/-/-/-

August .../-/-/-/-/-

September .../-/-/-/-/-/-

October .../-/-/-/-/-/-

November .../-/-/-/-/-/-

December .../-//-/-/-/-

Total .../-/-/-/-/-/-

Although the securities will be traded on several exchanges, it will be sufficient to provide, only, the information corresponding to the data of that national stock exchange most representative for the volume of trading of those securities.

If the securities will be traded on the Stock Pipeline System, the global data will be provided.

Additionally, for the previous two years, it will be sufficient to provide the total nominal volume traded in each year and the annual rate of contribution, as a percentage.

II.17.3 Result and dividends per share, if applicable, adjusted, with the following format:

EXERCISE EXERCISE

Profit exercise.

Capital end exercise.

Number end actions exercise.

Profit per share.

Adjusted capital.

Number adjusted shares.

Adjusted equity benefit.

PER.

Pay-out (percent).

Dividend per share.

When included in the prospectus consolidated accounting statements will be provided, in addition to the above, the result attributed to the dominant Sociedd (consolidated profit and loss account) per share.

II.17.4 Capital increases during the last three years closed and the current financial year; proportions and conditions; theoretical value of the preferential right of subscription and actual prices of this right: Medium, maximum and minimum.

II.17.5 If the Company did not have all of its shares admitted to trading on a Spanish Stock Exchange: Number of shares, class and nominal value of those not admitted, at the date of preparation of the prospectus.

If the shares not admitted on a Spanish Stock Exchange, if they were in an organized market other than the Exchange or in a foreign exchange, indicate the number, class and nominal value of the shares admitted in each of these markets.

II.17.6 If the securities issued by the Company have been the subject of a public takeover offer: Conditions and results thereof.

II.18.1 Enumeration of natural or legal persons who have participated in the design and/or advice of the issue or offer of securities, or in the assessment, valuation or evaluation of any assets or liabilities of the Company or of any significant information contained in the prospectus.

II.18.2 Statement by the issuer on whether you know the existence of any kind of linkage (political, labor, family, etc.) or economic interests of such experts and/or advisors with the issuer itself or in any Entity controlled by him.

Note to Chapter II: If this is a full prospectus for admission to trading on the Stock Exchange, the data requested in this Chapter shall be construed as referring to the completed subscription or placement and shall, in general, be adapted to the circumstances of the application for admission.

CHAPTER III

The issuer and its capital

III.1 Identification and Social Object:

III.1.1 Full name of the issuer of the securities offered. Where appropriate, short term or commercial name. Tax identification code. Registered office; if the main offices do not coincide with the latter, please note them.

III.1.2 Social object. Main sector of the national classification of economic activities in which the Society is framed. Other possible sectors of the CNAE in which its activity could be framed.

III.2 Legal Information:

III.2.1 Date and form of constitution of the issuing company. Details of your registration in the Mercantil Regisgro. The time when he started his activities and the duration of the Society.

Place or places where the Social Statutes can be consulted.

III.2.2 Legal form and special legislation applicable to it. It should be clearly stated whether the activity of the Company is subject to specific regulation and which is (v. g.: Mining, hydrocarbons, provision of public services by contract or concession of the Administration ...).

III.3 Information on capital:

III.3.1 Nominal amount of subscribed capital and paid-up up to date of drawing up the prospectus.

III.3.2 Where appropriate, indication of the amounts to be released, time limits and how it should take place.

III.3.3 Classes and series of actions, indicating their nominal values, their respective subscribed and disbursed amounts, the specific political and economic rights they entail and their form of representation; the account, denomination and address system of the Entity in charge of its accounting records.

III.3.4 Schematic chart of the evolution of the social capital over the last three years and brief description of the changes, qualitative and quantitative, which have been in place for the last three years. Refer to point II.17.4.

III.3.5 Existence of bonds convertible, exchangeable or with ; their number, modalities and dates of conversion, exchange or subscription, respectively, and the amount of capital resulting from them, shall be related; distinguishing according to the right to actions with or without a vote.

iII.3.6 Titles representing the advantages attributed to founders and promoters and enjoyment bonds, indicating and quantifying their optional content, their temporary extension and their negotiability.

III.3.7 Authorized Capital: Date of the General Meeting where the term of the Board of Directors is known, the total amount that was approved and the amount used. The same information shall be provided when there is a delegation from the General Board to issue convertible, exchangeable or

With regard to the still unused amounts of some and other authorisations, the categories of beneficiaries who have a preferential right for the subscription of these possible additional tranches will be reported. capital and the terms and conditions for the issue of the shares corresponding to these tranches.

III.3.8 Conditions to which the Statutes submit the modifications of the capital and the respective rights of the various categories of shares, in so far as they are more restrictive than the legal requirements in force.

III.4 Number and nominal value of total shares acquired and held in portfolio by the Company itself or by person, including those held through subsidiaries engaged in more than 50 per 100 and the fraction of the social capital they represent.

Authorizations granted by the General Board to the management board of the Company, or to the management bodies of the subsidiaries involved in more than 50 per 100, for the derivative acquisition of own shares.

III.5 Benefits and dividends per share of the last three financial years, if any, adjusted.

Note: This paragraph will not be completed, if the requested information is already in point II.17.3.

III.6 If the Company is part of a group of companies under the law that results from it, indicate which and the position it occupies within it, preferably in a graphic manner. Otherwise, it should be expressly stated that it is not part of a group of companies.

III.7 If the issuer is not the dominant entity of a group, relationship of participating companies in its own name or through another person acting in its own name but on behalf of that person and, directly or successively, at least in 20 per 100 of its capital or, at 3 per 100, if the shares of the participating Company are listed on the Stock Exchange. The name, address, main social object, fraction of the capital held, as well as the amount of capital, reserves, the result of the last financial year and the amount of dividends received during the last financial year shall be provided. by reason of the participation held in these Societies, compared to the corresponding book value in books.

These same relationships and mentions must appear when the issuer is the dominant entity of a group of companies that has no legal obligation to consolidate its financial statements.

The particulars provided for in this issue may be omitted where, by their nature, they may cause serious harm to the companies to which they relate. The omission must be stated in the prospectus.

If the issuer does not have any such participation, it must be expressly stated.

CHAPTER IV

Top Issuer Activities

IV.1 Background: The evolution over time of the economic activities of the issuing Entity will be recorded shortly.

IV.2 Core activities of the issuer: Nature of the issuer's principal economic activities and business. A description of the last three closed exercises must be carried out in such a way that the evolution of the Company is significantly reflected, and if the reflected information does not result in such periods Sufficiently explanatory, the number of exercises will be extended. Among other aspects, new products, services or new activities will have to be indicated for the new or imminent launch of the market, when they are significant. In particular, information shall be provided on the following:

IV.2.1 Description of the main groups or families of products, services or lines of activity and comment of the most significant general characteristics which, in the judgment of the issuer, have an impact on the evolution of prices and the demand from its main groups or families of products, services or activities (degree of product differentiation, impact of sectoral regulations, foreign exchange rate effect, etc.), as well as information on the volume of the production and its relationship with the installed capacity and/or the degree of use of the facilities. It shall also provide information on at least the participation of each of these groups, product families, services or activity lines in the Company's total turnover, including data on the level of concentration and, where appropriate, any dependence on the business of the issuer, on any particular geographical area or on any client or client type.

IV.2.2 Description of the major s that make up the costs of such products, services or lines of activity and comment of the most significant general characteristics of the sources of supply (origin, availability, price fluctuation, impact of specific sectoral regulations, effect of foreign exchange rate, etc.). In addition, the participation of those in the total cost of the Company should be indicated, including data on the level of concentration and, where appropriate, any dependence on the supply of the issuer in any geographical area. specific or in any supplier or supplier types.

IV.2.3 Main commercial, industrial or service centers, if any, associated with each group or family of products, services or lines of activity, specifying whether or not they are owned. The main establishment shall mean any establishment which contributes, at least, by 10 per 100 to the turnover.

For mining activities, hydrocarbon extraction activities and other similar activities, to the extent that it is significant, description of the fields. Estimate of the economically exploitable reserves and probable duration of this holding. Indication of the duration and main terms of the operating concessions and the economic conditions of their holding.

IV.2.4 Markets of such groups or families of products, services or lines of activity: Localization, size, participation of the Company in each of them, competitors and position of the Company with respect to the latter. It will specify the source of information on the position of the Company with respect to its competitors.

IV.2.5 When the information requested in this section IV.2 has been influenced by exceptional events, mention shall be made of this.

The above information must be provided to the extent that the Company's offer of business covers different products or services that are differentiable from each other and different geographic markets also differentiable. If such distinctions could not be established because the differences were not significant, this should be recorded in the prospectus, the figures being provided without disaggregating.

IV.3 Conditioning circumstances:

IV.3.1 Degree of seasonality of the issuer's business or business.

IV.3.2 Information succinctly about the issuer's dependence on patents and trademarks, specifying whether they are operated on property or under contracts, exclusive or industrial, commercial or financial contracts, or new manufacturing processes, where these factors are of fundamental importance for the activity or profitability of the issuer.

IV.3.3 Indications regarding the policy of research and development of new products and processes during the last three years, when these indications are significant.

IV.3.4 Indication of any litigation or arbitration that may have or may have, in a recent past, an important impact on the financial situation of the issuer or on the business of the business.

IV.3.5 Indication of any disruption to the issuer's activities that may have or have had a significant impact on the

in recent past

financial situation of the issuer.

Note: In no case as requested in this section IV.3 and in the preceding paragraph, it will be possible to disclose industrial, commercial or other secrets, but it will be stated that these circumstances, agreements, etc., are or not significant for social activity.

IV.4 Labor Information:

IV.4.1 Average number of staff employed and their evolution over the last three years and, if possible, a breakdown by categories and types of contractual relationship.

IV.4.2 Collective Bargaining within the framework of the Company.

IV.4.3 Enough description of the policy pursued by the Company in terms of benefits to staff and, in particular, on pensions of all kinds.

IV.5 Investment Policy:

IV.5.1 A quantitative description of the main investments, including interest acquired in other companies, such as shares, units, bonds, etc., carried out during the last three financial years and in the exercise in progress.

IV.5.2 Indications relating to the main investments in course of completion, exclusion made from the interest in the course of acquisition in other companies. Distribution of the volume of these investments according to their location (Spain and abroad). Mode of financing (self-financing or not).

IV.5.3 Indications relating to the principal future investments of the issuer which have been the subject of firm commitments by their management bodies, exclusion made from the interests to be acquired in other Companies.

IV.6 When the issuer of the securities is the dominant entity of a group that is required to formulate consolidated accounts, the information in this Chapter IV shall be provided in respect of the issuer and its group. However, such information may be included in the prospectus only in respect of the issuer or only in respect of the group, provided that the information not appearing does not provide significant additional data.

CHAPTER V

The issuer's equity, financial situation and results

V. 1 Individual accounting information:

V. 1.1 Comparative balance sheet and profit and loss account for the last financial year closed with those of the previous two financial years.

V. 1.2 Comparative financing table for the last financial year closed with the previous two financial years.

V. 1.3 As an annex, the audit report, together with the annual accounts (Balance, Loss and Earnings and Memory) and the management report, shall be added to the prospectus for the last financial year.

Note: Only the most recent financial year shall be compulsory if the date of filing of the prospectus has elapsed at least four months since the end of that financial year or, even if that period had not elapsed. If their annual accounts are already audited, the references in this paragraph to the last financial year shall be read as references to the penultimate financial year.

V. 2 If the Company is the dominant entity of a group of companies and is required to formulate consolidated annual accounts, the following consolidated accounting information shall be provided for the same exercises for which the exercise is reported in paragraph V. 1:

V. 2.1 Comparative Balance Sheet and Loss Account and Consolidated Earnings for the last financial year closed with those of the previous two financial years.

V. 2.2 Consolidated consolidated financing table for the last financial year closed with the previous two financial years.

V. 2.3 As an annex, the audit report, together with the consolidated annual accounts (consolidated balance sheet, consolidated profit and consolidated accounts and consolidated accounts) and the management report, shall be opened to the prospectus. consolidated, corresponding to the last financial year closed.

Note common to the two preceding paragraphs: The inclusion in the prospectus of paragraph V. 1 or paragraph V. 2 may be dispensed with provided that the accounting data and audits that do not appear do not provide information. significant additional.

V. 3 When the most recent of the final accounts to be reproduced in accordance with paragraph V. 1 relate to an earlier date in more than six months at the time of filing of the prospectus in the National Commission of the Securities Market, a Balance sheet and an interim profit and loss account, or annual audit pending, shall be included in respect of a date not earlier than six months prior to the filing of the prospectus.

CHAPTER VI

Issuer administration, management, and control

VI.1 Identification and Function in the Entity of the people mentioned:

VI.1.1 Members of the administrative body.

VI.1.2 Directors and other persons who assume the management of the Company at the highest level.

VI.1.3 Founders of the Society if it was founded less than five years ago.

VI.2 Joint interest in the Company of the persons referred to in paragraph VI.1:

VI.2.1 Shares with voting rights and other securities giving right to their acquisition, of which those persons are holders or representatives, directly or indirectly.

VI.2.2 Participation of such persons or of those representing, in the unusual and relevant transactions of the Company, in the course of the last financial year and the current. They are unusual and relevant transactions, for example, the purchase or sale of real estate assets, the contracts of the Company or its subsidiaries with such persons, the loans to the Company granted by such persons, etc.

When such non-standard transactions have been stipulated during previous years, but have not been definitively concluded, it will also be necessary to provide information about them.

VI.2.3 Amount of salaries, allowances and remuneration of any kind accrued by those persons in the last financial year closed whatever their cause.

Where the issuer is the dominant entity of a group required to draw up consolidated accounts, the amount of the concepts referred to in the preceding paragraph which have been accrued by the persons mentioned above shall also be stated. Issuing company in charge of the group of dependent companies.

This information will be provided on a global basis by remuneration concepts, distinguishing between administrators, managers and founders.

VI.2.4 Amount of pension and life insurance obligations to the founders, former and current members of the management body and current directors and their predecessors. This information shall be provided in a comprehensive manner and with a separation of the benefits in question.

VI.2.5 Overall amount of all advances, credits granted and guarantees constituted by the issuer in favor of the aforementioned persons, and still in force.

VI.2.6 Mention of the main activities that the persons mentioned exercise outside the Company, when these activities are significant in relation to the Company.

VI.3 To the extent that they are known to the issuer, an indication of natural or legal persons who, directly or indirectly, in isolation or jointly, exercise or are able to exercise control over the issuer, and the proportion of capital they have and which confers the right to vote.

Joint control means the control exercised by several companies or by several persons, who have concluded an agreement between them that may lead them to adopt a common policy vis-à-vis the issuer.

In this regard, if there were members of the Board of Directors elected by the Propotional System referred to in Article 137 of the recast of the Law on Limited Companies, indicate which ones are, mentioning the the number, class and nominal value of the shares grouped with which the corresponding ratio would have been formed.

VI.4 Please indicate whether there are statutory precepts that assume or may result in a restriction or limitation to the acquisition of important interests in the Company by third parties outside the Company.

VI.5 If the shares of the Company are admitted to trading on a Stock Exchange, ratio of the significant holdings in its capital, as referred to in Royal Decree 377/1991, of March 15, with an indication of its headlines.

VI.6 Approximately number of shareholders of the Company, distinguishing between holders of shares with and without the right to vote. This information must be provided when the Company has it by the book-registration of nominative shares, by the computation of assistance to General Boards, by the tables of dissemination of previous capital increases or by any other circumstance. The date to which the information relates shall be entered.

VI.7 Identification of the persons or entities that are lenders of the Company, in any legal form and participate in long-term debts, according to the accounting rules, of the same in more than 20 per 100, quantifying those interests in each case.

VI.8 Existence of customers or suppliers whose business operations with the Company are significant. Significant business relationships shall be considered, in any case, when the same customer or supplier assumes at least 25 per 100 of the Company's total sales or purchases.

VI.9 Mention, where they exist, of staff participation schemes in the issuer's capital.

CHAPTER VII

Recent Developments and Issuer Perspectives

VII.1 General indications on the development of the issuer's business after the end of the last financial year the definitive financial statements of which are produced in the prospectus, compared with that last financial year.

In particular, it will be indicated and analyzed:

VII.1.1 The number of businesses.

VII.1.2 Description of the most recent and significant trends in relation to demand, production, sales prices and costs and physical evolution of stocks, sales and purchases.

VII.2 Issuer's Outlook: The prospectus will clearly state that the content of this paragraph refers to estimates and intentions likely to be made or not; the source of such estimates shall also be indicated. estimates.

VII.2.1 Estimate of the economic, industrial and financial perspectives of the issuer provided that they are supported by objective data such as the evolution of the conjuncture, business opinions, etc., or in their own data, provided they have a high degree of probability of occurrence. In this sense, information will be provided, unless this will cause serious damage to the Company, on the committed volume of purchases and sales at the time of preparation of the prospectus.

VII.2.2 Policy for the distribution of investment results, for the allocation of depreciation accounts, for capital increases, for the issuance of obligations and for general indebtedness in the medium and long term.

VII.3 When the issuer of the securities is the dominant entity of a group that is required to formulate consolidated accounts, the information in this Chapter VII shall be provided in respect of the issuer and its group. However, such information may be included in the prospectus only in respect of the issuer or the group, provided that the information that does not appear does not provide significant additional data.

ANNEX B

Model for Fixed Income Values

It shall be that corresponding to Annex A, except Chapter II, the minimum content of which is set out below.

CHAPTER II

Public offering and negotiable values object

of the same

II.1 Social Agreements:

II.1.1 It shall be mentioned that the social arrangements for issuance are included as an annex and form an integral part of the prospectus, including any subsequent amendments, if any, to the delegation agreement in the administrators, as well as any other document of which limitations or constraints arise in order to acquire the ownership of the securities or to exercise the rights incorporated therein.

If this is the execution of a delegation agreement in the administrators, the amount of the delegation limit and the one that remains to be available will be stated.

II.1.2 In the case of a public offering of sale, any agreement to modify the securities that may have occurred after its issuance and the agreement to make the offer shall be reproduced.

The ownership or availability of the securities shall be justified on the part of the person making the offer and the guarantees of its immobilization or affectation to the result thereof.

II.1.3 Information on the prerequisites and arrangements for admission to trading on the Stock Exchange or on an organised secondary market.

II.2 Reference, where appropriate, to the prior administrative authorization of the issue or offer, with reproduction of the data or conditions resulting therefrom.

Reproduction of the warnings and considerations which, as provided for in paragraph 9 of this Order, paragraph 9 of this Order, would have been carried out by the National Securities Market Commission.

II.3. Risk assessment inherent in the securities or its issuer, where this assessment has been carried out by a qualifying entity. In such a case, the full denomination of that Entity, the meaning of the given grade, the date of assessment, and, where appropriate, will be noted if the Qualifying Entity has been recognized as such by the National Market Commission Values.

II.4 Nature and denomination of the values offered, with an indication of the issue or serial number.

In the case of securities to which a typical statutory scheme is not applicable or where, where this is possible, variations on the typical arrangements provided for in the applicable rules, the Following ends:

II.4.1 Definition of the legal status of securities, specifying procedures to ensure the certainty and effectiveness of the rights of the first holder and the following.

II.4.2 Reasoned Justification that the issuance of such securities, their legal status or the guarantees they incorporate, are not contrary to what is established in mandatory rules.

II.5 Form of representation; if this is the account, denomination and address system of the entity in charge of its accounting record.

II.6 Nominal amount of the borrowing, number of securities comprising and numbering of the same, if any, broken down between the various series of which it consists.

If this is an issue program, total amount or maximum emission limit that the program encompasses.

II.7 Nominal and effective amounts of each value, with indication, where available, of the emission premium expressed in proportion to the nominal and in monetary units by value.

Currency of the borrowing or set of securities; if expressed in units of account, contractual status of these; exchange option.

II.8 Related commissions and expenses of any kind that the subscriber must bear.

II.9 If the securities are to be represented by taking into account, the fees to be borne by the holders, according to the applicable tariff, by registration and balance maintenance, shall be accurately indicated, except if the Entity in charge of the accounting record is the Securities Clearing and Settlement Service, in which case it is sufficient to mention, if appropriate, the existence of commissions for the aforementioned concepts, by the holders.

II.10 Interest clause.

II.10.1 Type of nominal interest. If the interest is not fixed, the indicator or variable to which it is linked shall be clearly described and the method used to relate both. For this purpose it shall be clearly stated:

The formal or official denomination of the reference type or of the Entities in which it originates.

The scope, category, and period of time for which the reference rate applies or is valid.

Place, shape and time when the reference type or indicator is advertised and brought to the public's attention.

Where appropriate, maximum and minimum limits to be permitted as performance or interest applicable to the securities subject to the issuance or public offering.

For investor guidance the securities that the benchmark or reference rate has experienced during the two years prior to the prospectus and the interest rates that would have been applicable to the investor shall be provided. the issue or public offering by application of the variable interest clause on the basis of such experienced securities.

II.10.2 If this is a programme for the issuance of company notes in which the issue prices or interest rates are determined by the auction procedure or any other assumption for which this procedure is envisaged or A similar one will be included in the prospectus a sufficient regulation of such auctions: participating entities, mechanisms for price formation and the award of the amounts, guarantees, etc.

This information may be simplified where non-professional investors do not have access to auctions or similar procedures.

II.10.3 Dates, place, Entities and procedure for payment of coupons. If there is a period of absence, it shall be expressly stated.

II.11 Amortization of values:

II.11.1 Refund price, specifying the existence of premiums, prizes, lots or any other financial advantage.

II.11.2 Modes of amortization with specification of the dates, place, entities, procedure and publicity thereof, with the exception of the information to be included in the following paragraphs, II.12 to II.16.

The possibility of early repayment, both at the initiative of the issuing entity and the holder, must be sufficiently detailed, with the conditions for its financial year being specified.

II.12 In the case of a public issue or offer of sale of convertible bonds in outstanding shares of the same Company, the following specific information shall be provided:

II.12.1 Reproduction of the capital increase in the amount necessary to meet the conversion requests.

II.12.2 Complete information about the values that can be purchased in case of exercise of the option. Information should be provided at least on the following aspects:

Nominal value.

Form of representation.

Economic and political rights, including dates from which you will be entitled to participate in benefits.

Law of movement.

Deadline and form of delivery of the final securities or certificates of securities and, where their existence is provided for, copies of the provisional bulletins or certificates, specifying their possibilities for negotiation and their maximum period of validity.

Secondary markets organised for which there is a commitment to apply for the specific negotiation and maximum period for submission of this application and the other documents required for admission. In the event of non-compliance with the deadline, the reasons for delay by the means to be mentioned in the prospectus shall be made public, without prejudice to any contractual liability to which the Entity may incur.

II.12.3 Bases and modes of conversion. In addition to the description of these bases and modalities in an easily understandable manner, the date of the report of the directors of the Company referred to in Article 292 of the recast text of the Companies Act shall be indicated. shall fully reproduce the report of the auditors provided for in that Article.

II.12.4 Preferred rights to subscribe to convertible bonds with the indication of their various holders, markets in which they can be traded and complete information on coupons or similar ancillary securities intended to facilitate the exercise or the transfer of these preferential subscription rights.

II.12.5 Clear explanation of the anti-dilution clause, where the anti-dilution clause is provided for in the issuance or public offering agreements.

II.12.6 sufficient forecasts will be given to be able to calculate the number of preferential subscription rights that would correspond to the holders of the convertible debentures in the event that prior to the last Option of conversion the Company will carry out a capital increase or a new issuance of convertible bonds, in accordance with the provisions of Articles 158 and 293.2 of the recast text of the Law of Companies.

II.13 When the securities offered are an option to acquire pre-existing shares of the same Company, the following specific information will be provided:

II.13.1 General Meeting Agreement that would have authorized the acquisition of own shares or, in another case, what is the origin of the shares.

It will be expressly stated that with the implementation of the planned operation, the rules governing the business of the actions themselves are not transgressed.

II.13.2 Guarantees of the immobilization of the own shares or of their affectation to the results of the possible exercise of the options granted.

II.13.3 Complete information on the values that can be acquired in case of exercise of the option, with the minimum particulars specified in point II.12.2.

II.13.4 Bases and modalities of exercise of the option, with sufficient extension and clarity: Procedure, deadlines, disbursements, etc.

II.13.5 Anti-dilution clause or other similar purpose forecasts aimed at maintaining the contractual balance in the event that in the interim period between the acquisition of the securities and the end of the period for exercise the option of the Company to modify the share capital, in the event that it is provided for in the issuance or public offering agreements.

II.14 When the securities offered are an option to acquire pre-existing shares of a different Company than the one granted by the option, the following specific information will be provided:

II.14.1 Justification of the ownership or availability of such shares by the issuer or offeror of the value conferring the right of option and guarantees of its immobilization or affectation to the results of the eventual exercise of the options granted.

In your case, it will be expressly stated that the conduct of the planned operation does not violate the rules governing the business of the dominant company.

II.14.2 Full information on the values that can be acquired in case of exercise of the option, with the minimum particulars specified in point II.12.2.

II.14.3 Bases and modalities of the exercise of the option with sufficient length and clarity: Procedure, deadlines, disbursements, etc.

II.14.4 Specify whether any clause in the issuance or offer agreements is intended to maintain the contractual balance in the event that in the interim period between the acquisition of the securities that they confer the option and the end of the period for exercising the option to modify the share capital represented by the shares that can be acquired in the case of the exercise of the option.

II.14.5 Chapters III to VII of Annex A shall be added as an annex to the prospectus, both inclusive, referring to the issuer of the shares which may be acquired in the case of the exercise of the option granted.

II.15 When the securities offered are an option to acquire outstanding shares of a Company other than the one granting the option, the following specific information must be provided:

II.15.1 The contractual relationship or corporate bond that protects the offer of the option. In this regard, the maximum legal guarantees regarding the effective issuance at the time of the possible exercise of the option of a sufficient number of actions, referring to the relevant agreements of the General Board, should be provided. and the management body of the Society which is to issue them.

II.15.2 Full information on the values that can be acquired in case of exercise of the option with the minimum particulars specified in point II.12.2.

II.15.3 Bases and modalities of the exercise of the option with sufficient length and clarity: Procedure, deadlines, disbursements, etc.

II.15.4 In accordance with the provisions of the final paragraph of Article 17.2 of Royal Decree 291/1992 of 27 March 1992 on issues and public bids for the sale of securities, the mandatory rules should be reproduced. be included in the issuance or public offering agreements of the same content as those provided for in the obligations convertible into Article 293 and in the second subparagraph of Article 294 (2), second subparagraph and (3) of the consolidated text of the Companies Act, This may be referred to in paragraph II.1 above.

II.15.5 Chapters III to VII of Annex A, both inclusive, referred to the issuer of the shares which may be acquired in the case of the exercise of the option granted, shall be added to the prospectus.

II.16 In the case of a public issue or offer to sell securities, other than convertible debentures, which confer an option to acquire outstanding shares of the same Company, the securities shall be provided following specific information:

II.16.1 Reproduction of the capital increase in the amount necessary to meet the results of the possible exercise of the options granted.

II.16.2 Full information on the values that can be acquired in case of exercise of the option, with the minimum particulars specified in point II.12.2.

II.16.3 Bases and modalities of the exercise of the option with sufficient length and clarity: Procedure, deadlines, disbursements, etc.

II.16.4 In accordance with the provisions of the final paragraph of Article 17.2 of Royal Decree 291/1992 of 27 March 1992 on issues and public bids for the sale of securities, the mandatory rules should be reproduced. be included in the issuance or public offering agreements of the same content as those provided for in the obligations convertible into Article 293 and in the second subparagraph of Article 294 (2), second subparagraph and (3) of the consolidated text of the Companies Act, This may be referred to in paragraph II.1 above.

II.17 Table of the financial service of the borrowing, including both the interest payments and the amortisation of the principal.

II.18 Effective interest provided for the taker, taking into account the characteristics of the issue or offer, specifying the method of calculation adopted and the expenditure quantified by concepts appropriate to its true nature.

II.19 Effective interest for the issuer, including any expenses, including design and placement, specifying the method of calculation.

II.20 Issue or Offer Guarantees:

II.20.1 If the guarantees provided are of a real nature, in addition to the appropriate legal description of the guarantees, the guarantee assets will be identified, including, if necessary, the public register where the guarantee has been registered. mortgage or the depositor entity of the pigned effects. If such assets have been assessed by independent experts, the prospectus shall be added to the prospectus.

II.20.2 Full information on third party personal guarantees. In addition, the third to the seventh chapters of Annex A shall be incorporated as an annex to the prospectus, including, in the case of the State or an Autonomous Community, the third or third guarantee.

II.20.3 Note if the offered values present some legal particularity for the purposes of credit ranking.

II.21 Law on the circulation of securities, pointing out especially if there are restrictions on their free transmissibility or the mention that there are no such restrictions.

II.22 Secondary markets organised, either national or foreign, for which there is a commitment to ask for admission to trading of the specific maximum values and time limits in which this application will be submitted and the other documents required to proceed with admission. In the event of non-compliance with the deadline, the reasons for the delay by the means to be mentioned in the prospectus shall be made public, without prejudice to any contractual liability that the Entity may incur.

It shall be stated that the requirements and conditions required for the admission, permanence and exclusion of the securities in these secondary markets are known, according to the laws in force and the requirements of their bodies. rectors, and the issuer agrees to comply with them.

II.23 Subscription or Acquisition Requests:

II.23.1 Collective of potential investors to whom the securities are offered, indicating the reasons for their choice.

II.23.2 Note whether the securities offered are eligible to cover the legal investment requirements to which certain types of Entities are subject, such as the Collective Investment Institutions, Insurance, Pension Funds and Plans, etc.

II.23.3 Date or period of subscription or acquisition. In the event that it is not known exactly when the prospectus is to be drawn up, the procedures by which the final date or periods will be announced shall be indicated.

The possibility of extending the subscription period will be expressly stated, highlighting the number and duration of possible extensions and the means by which they will be made public.

If this is an issue program, the successive offer dates will be indicated to the public of the different issues, if they are prefixed in advance.

Detail clearly the fate of the non-subscribed securities in the subscription or acquisition period, as well as the collective in which these securities are to be placed.

II.23.4 Where and to whom the subscription or acquisition can be processed.

II.23.5 Form and dates of cash disbursement.

II.23.6 Form and term of delivery to the subscribers of copies of the subscription newsletters or provisional safeguards, specifying their possibilities for negotiation and their maximum period of validity.

II.24 Placement and adjudication of values:

II.24.1 The Entity or Entities that intervene in the placement or marketing will be related, mentioning their different tasks and describing these in a concrete way. In this respect, the overall amount of the commissions agreed between the different colocators and the issuer or promoter of the public offering, where appropriate, with reference to paragraph II.19 above, shall be stated.

II.24.2 If an Entity Director is involved in the issue or offer, a signed declaration shall be made by a person with sufficient representation of the same, stating the identifying data of the Entity and its representative, containing the following manifestations:

That the necessary checks have been carried out to contrast the quality and sufficiency of the information contained in the prospectus.

That there are no circumstances, in accordance with such checks, that contradict or alter such information, nor does it omit any significant facts or data that may be relevant to the investor.

Such a statement shall not relate to the data subject to the Audit of Accounts, nor to the interim or annual financial statements outstanding.

II.24.3 In the event that they exist, Entities that ensure the issuance or the public offer, must be included the characteristics of the relationship or contract of insurance, and in particular, the guarantees required from the issuer or the offeror, the types of risk assumed and the rate of consideration required by the insurer in the event of non-compliance, as well as those other relevant elements to enable the investor to form a judgment on the issue or public offering.

II.24.4 When the placement technique provides for the performance of prorrateo in the event that the securities requested by the investors exceed the total of the bidders, the prorrateo mode shall be clearly determined. the date of its implementation, the manner of giving publicity to its results and, where appropriate, the return to the petitioners of the amounts paid in excess of the amount of the securities awarded, as well as the interest compensation paid to them correspond.

II.25 Deadline and form of delivery of the final securities or certificates of securities.

II.26 If applicable, constitution of the Union of Obligationists, with indication of its first president and the most relevant features of its operation.

If this information already appears in the social agreements that should be reproduced

and paragraph II.1 shall be sufficient to refer to that paragraph.

II.27 National legislation under which the values and indication of the courts competent in case of litigation are created.

II.28 Personal income on income derived from the securities offered, distinguishing between resident and non-resident subscribers. Each tax regime shall be described with sufficient amplitude, literally transcribing the applicable legal precepts where necessary for the proper understanding of the exposure.

The information shall not only include the form of integration in the tax base of the income which the securities are liable to produce, but also the possible withholding or payment on account and the subject obliged to make them and, also, formal-type duties which may result from compulsory compliance in relation to investment, such as the submission of declarations or the issue of certificates of acquisition.

II.29 Purpose of the operation.

II.29.1 Destination of the net amount of the issue, financing of concrete investments, strengthening of the financial situation, etc.

II.29.2 If this is a public offering prospectus for the sale of securities, motives and purpose that is pursued with it.

II.30 Cargas and service of foreign financing during the current and the two preceding and projection for the next three years, with the estimated effect on the values object of the issue or offer.

The data will be presented with the following breakdown:

Emissions of fixed income, with and without guarantees.

Global amount of other debts, with or without guarantees.

Global amount of collateral, sureties and other commitments incurred by the Company.

It will be especially highlighted if any default on interest payments or return of principal has been incurred.

If the issuer is the dominant entity of a group required to formulate consolidated accounts, in addition to the data at the individual level, the same data shall be provided for the group as a whole, but for the issue of Fixed income shall be sufficient to provide its overall amount, with and without guarantees.

However, data may only be provided at the individual level or only at a consolidated level, provided that the data that does not appear does not provide significant additional information.

II.31 Data relating to the negotiation of the fixed income securities of the same issuer previously admitted to trading on a Spanish organized secondary market.

II.31.1 Number of securities, by classes and nominal value admitted to trading on the stock market at the date of preparation of the information leaflet.

Number of securities, by classes and nominal value, admitted to trading in other organized Spanish markets at the date of preparation of the information leaflet.

II.31.2 The following data shall be collected in the form of a summary table:

Value Type/Issue Date/Depreciation Date/Secondary Market (1)/Negotiated Nominal Volume/Rate Rate/Percentage/Price or TIR (2) Maximum/Price or TIR (2) Minimum

(1) In the column corresponding to the secondary markets, it is indicated that it corresponds to the data provided.

(2) The data for the maximum and minimum price/TIR shall be completed if available.

The above table will have to collect information for the last twenty-four months, referring to the data of the most representative exchange in the negotiation of the securities, in case these values are admitted to trading on several exchanges.

If the securities will be traded on the Stock Pipeline System, the global data will be provided.

If the securities are traded in another or other Spanish organized secondary markets, the data relating to them will be provided.

II.31.3 Entities which, where appropriate, are committed to intervening in secondary procurement, providing liquidity by offering a counterpart, indicating the extent of their intervention and the way they are carried out.

Note to Chapter II: If this is a full prospectus for admission to trading on the Stock Exchange, the data requested in this Chapter shall be construed as referring to the completed subscription or placement and shall, in general, be adapted to the circumstances of the application for admission.

ANNEX C

Model of the issuance prospectus or public offering of sale of securities issued by natural persons

CHAPTER FIRST

People who take responsibility for their content and supervisory bodies from the prospectus

It shall be that corresponding to the first chapter of Annex A, making the tax identification number of the issuer or issuers in any case.

CHAPTER II

The public offering and the negotiable values that are the object of it

It shall be as set out in Chapter II of Annex B, replacing the paragraphs set out in the following texts:

II.1 Credit documents:

II.1.1 It shall be mentioned that the writing of the issue pending registration in the relevant public register and any other document of limitations or limitations is included as an annex and forms an integral part of the prospectus. conditions for acquiring the ownership of the securities or exercising the rights incorporated therein.

II.1.2 In the case of a public offering of sale, if the securities were modified after their issuance, the corresponding public deed of modification will be reproduced.

If the offeror is a legal person, the social agreement to make the offer will also be reproduced.

The ownership or availability of the securities shall be justified on the part of the person making the offer and the guarantees of its immobilization or affectation to the result thereof.

II.20 Issue or Offer Guarantees:

II.20.1 In accordance with the provisions of Article 26.3 of Royal Decree 291/1992 of 27 March 1992 on Emissions and Public Offerings for the Sale of Securities, an expert's assessment of the assets of the issuer independent. In this assessment it shall be particularly important to highlight whether there are real estate assets or other large value-free assets.

However, the aforementioned valuation will not be necessary if a mortgage guarantee is offered with the valuation of the property mortgaged by independent expert and resulting in the value of these higher assets by 20 per 100 the overall amount of the issue or offer. In this case, the assessment report shall be reproduced in full and the public register where the mortgage guaranteeing the issue or offer has been entered shall be recorded.

II.20.2 Appropriate legal description of other possible collateral, other than those referred to in the previous point, with the identification of the guarantee assets and the public records where they are registered or the Depositary Entities of Pignorinated Effects. If they exist, the assessment reports on the guarantee assets will be reproduced.

II.20.3 Full information on third party personal guarantees.

Where the third or third parties guarantee legal persons other than the State or an Autonomous Community, the third to the seventh chapters, inclusive, of the Annex A, shall be incorporated as an annex to the prospectus. to such guarantees.

If the third or third parties guarantee are natural persons, the valuation of their assets by independent experts shall be reproduced, in terms similar to those set out in point II.20.1.

II.20.4 Note if the offered values present some legal particularity for the purposes of credit ranking.

II.29 Purpose of operation:

II.29.1 Sense and purpose of the operation, specifying the destination of the net amount of the issue.

II.29.2 If this is a public offering prospectus for the sale of securities, motives and purpose that is pursued with it.

II.30 Ratio of borrowings of the same issuer made during the last five years. The relationship will be ordered successively from the earliest to the most modern issue, indicating originating, amortized and outstanding amounts of repayment, interest rates, modalities and dates of amortisation, guarantees provided and Entities that have involved in the preparation, design, direction, marketing or assurance of emissions.

It will be highlighted especially if any default on interest payments or return of principal has been incurred.

CHAPTER III

The sender

If the issuer is an individual businessman, this chapter will reproduce the content of the sheet referred to in Article 87 of the Regulation of the Commercial Registry, approved by Royal Decree 1597/1989 of 29 December 1989.

If the issuer does not have the quality of the employer, this chapter will not be completed, thus stating in the prospectus.

CHAPTER IV

Top Issuer Activities

It shall be that corresponding to Chapter IV of Annex A, with adaptations relevant to the case of issuer-natural person.

CHAPTER V

The Heritage, Financial Situation and Results of the Issuer

V. 1 If the issuer is required to keep accounting:

V. 1.1 Comparative table of the Balance and Loss and Earnings Account of the last financial year closed with those of the previous two financial years.

V. 1.2 As an annex, the annual accounts for the last financial year (Balance, Loss and Earnings and Memory) are incorporated into the prospectus.

Note: It shall be compulsory only to refer to the most recent financial year, if at least four months have elapsed since the end of the financial year at the date of filing of the prospectus or, even if that period has not elapsed. If their annual accounts are already available, the references in this paragraph to the last financial year shall be construed as references to the penultimate financial year.

V. 2 When the most recent of the final accounts to be reproduced in accordance with the previous paragraph refer to an earlier date in more than six months at the date of filing of the prospectus with the National Commission of the Securities Market, a Balance Sheet and a Non-Closed Interim Profit and Loss Account shall be included in advance of the above six months.

CHAPTER VI

Recent Developments and Issuer Perspectives

It shall be that corresponding to Chapter VII of Annex A, with adaptations relevant to the case of issuer-natural person.

ANNEX D

Public Entities issued securities prospectus model

It shall be that corresponding to Annex B, with the adaptations which, in general, are necessary for the case in question, and in particular the following:

Chapter II.

The references to social agreements shall be replaced by those corresponding to the adoption of the relevant agreements to make the issue or public offer, in accordance with the legal or regulatory procedure established for this, in each case, with sufficient degree of detail.

Paragraph II.30. It is deleted.

Chapter III. Data relating to the public entity (legal form, legislation governing it, etc.) will be deleted and will be provided instead.

Chapter IV. It is deleted.

Chapter V. It is replaced by: Economic and Financial Informations of the Entity.

V. 1-Summary of the three most recent annual budgets, the settlement of which is in a position to be submitted to the date of the prospectus's contribution to the National Securities Market Commission. A comparison between the initial forecasts and the final settlement shall be established in each financial year. Reference shall be made to the statutory or regulatory controls which have exceeded those liquidations or, where appropriate, to the checks which are pending.

V. 2-Summary of the officially approved budgets for the economic years after those on which the previous paragraph is reported, including, in any case, information on the budget of the exercise in force.

V. 3 Debt transactions.

V. 3.1 Relation of loan or borrowing operations entered into by the Entity that are outstanding. Details of its future financial service, with the estimated effect on the securities subject to the issue or offer.

It will be highlighted especially if any default on interest payments or return of principal has been incurred.

V. 3.2 Description of the main investments financed with such borrowing operations, as well as of the action programmes approved in relation to such investments.

Chapter VI. It is deleted.

Chapter VII. It shall be adapted to the characteristics of the public entity. Where , , , and other similar terms are said, the content that corresponds to or , is replaced.

Where you talk about results will be referred to as the budget deficit or surplus. Future funding needs will be reported.

ANNEX E

Mobiliaria Investment Companies Prospectus Model

The prospectus for these companies will consist of the chapters specified below and will also incorporate the Company's Statute as an annex. Where some or some of the information requested is included in those Statutes, it shall not be necessary to duplicate them, with the reference to the latter being sufficient.

CHAPTER FIRST

People who take responsibility for their content and supervisory bodies from the prospectus

I. 1 Persons who take responsibility for the contents of the prospectus:

I. 1.1 Name, surname, national identity card number or personal identification document and charges or powers of the natural person or persons who assume responsibility for the contents of the prospectus in representation of the issuer or offeror.

I. 1.2 Mention that in the judgment of that person or persons, the data contained in the booklet are in conformity with the reality and that no fact is omitted which could alter its scope.

I. 2 Supervisory Bodies:

I. 2.1 It shall be mentioned that the prospectus is entered in the official records of the National Securities Market Commission or in those of the competent supervisory bodies of other Member States of the European Communities.

The following expression will be reproduced:

I. 3 Except in the case of a prospectus: Name, address and qualification of the auditors who have verified the annual accounts for the last three financial years.

Indication, if any, that all Audit reports referred to in the previous paragraph have been favourable. Where some or all of those reports contain an opinion with a view to the contrary, quantified or otherwise, or the opinion of the Auditor is unfavourable, or the opinion shall be rejected, it shall be made clear in this paragraph and the report shall be reproduced in full. the reports concerned, unless it is the one to accompany it as an annex to the prospectus in accordance with Chapter V, in which case a reference shall be made to that Annex.

Indication of other information contained in the prospectus and which have been verified by Auditors.

CHAPTER II

The public offering and the negotiable values that are the object of it

1. If this is a prospectus, it shall be as set out in Annex A, with appropriate adaptations.

2. In the case of an issue prospectus or a public offering for the sale of equity securities or fixed income securities, it shall be as set out in Annex A or B, respectively.

3. In the case of a prospectus for the updating of an institution whose shares are listed on the stock exchange, this chapter shall be referred to as 'Data relating to trading on the stock exchange of the institution', and shall consist of the following paragraphs:

II.1 Number of shares, by classes and nominal value, admitted to trading on the date of preparation of the information leaflet.

II.2, in the form of a summary table, the following data shall be collected for the 12 months of the last financial year and the months after the current financial year at the time of drawing up the prospectus:

Month/Number of Marketable Securities/Number Of Listed Days/Traded Securities Per Day-Maximum/Traded Values Per Day-Minimum/Quotes In Pesetas-Maximum/Pesetas-Minimum Quotes

January .../-/-//-/-/-

February .../-/-/-/-/-/-

March .../-/-/-/-/-/-

April .../-/-/-/-/-/-

May .../-/-/-/-/-/-

June ...//-/-/-/-/-

July .../-/-/-/-/-/-

August .../-/-/-/-/-

September .../-/-/-/-/-/-

October .../-/-/-/-/-/-

November .../-/-/-/-/-/-

December ...//-/-/-/-/-

TOTAL .../-/-/-/-/-/-

Although the securities will be traded on several exchanges, it will be sufficient to provide, only, the information corresponding to the data of that national stock exchange most representative for the volume of trading of those securities.

If the securities will be traded on the Stock Pipeline System, the global data will be provided.

Additionally, for the previous two years, it will be sufficient to provide the total nominal volume traded in each year and the annual rate of contribution, as a percentage.

II.3 Result and dividends per share, if applicable, adjusted, with the following format:

EXERCISE EXERCISE

Profit exercise.

Capital end exercise.

Number end actions exercise.

Profit per share.

Adjusted capital.

Number adjusted shares.

Profit per adjusted share.

P. E. A.

Pay-out (Percentage).

Dividend per share.

II.4 Capital increases during the last three years closed and the current financial year; proportions and conditions; theoretical value of the preferential right of subscription and actual prices of this right: Medium, maximum and minimum.

II.5 If the institution does not have all of its shares admitted to trading on a Spanish Stock Exchange, the number of shares, class and nominal value of the unadmitted shares shall be indicated at the date of preparation of the prospectus.

In the event that the shares not admitted on a Spanish Stock Exchange were on a separate market held by the Exchange or on a foreign exchange, indicate the number, class and nominal value of the shares admitted in each of these markets.

II.6 If the securities issued by the Company have been the subject of a public takeover offer: Conditions and results thereof.

CHAPTER III

The Institution and its Capital

III.1 Full name of the issuer of the securities offered. Where appropriate, short term or commercial name. Tax Identification Code. Registered office, if the main offices do not coincide with the latter, please note them.

III.2 Legal Information:

III.2.1 Date and form of institution of the institution. Details of your registration in the Mercantile Register. Details of the institution's registration in the Official Records of the National Securities Market Commission or of the competent supervisory bodies of other Member States of the European Communities. The time when he started his activities and the duration of the Society.

III.2.2 Legal form and special legislation applicable to it.

III.3 Information on capital:

III.3.1 Nominal amount of subscribed capital and paid-up capital up to the date of writing of the prospectus.

If this is a Variable Capital Investment Company, the initial capital, the maximum statutory capital and the capital in circulation shall be recorded.

III.3.2 Classes and series of actions, indicating their nominal values, their respective subscribed and disbursed amounts, the specific political and economic rights they entail, and their form of representation; A single entity in charge of its accounting record, denomination and domicile of the same.

If this is a Capital Investment Company of Capital Variable will be made complete reference to the characteristics of its shares, its form of issue, trading regime, assumptions in which the Company will intervene by buying or selling its own shares and at what prices it will do so, excluding trading and, in general, its operating system.

III.3.3 Schematic chart of the evolution of the social capital over the last three years and brief description of the changes, qualitative and quantitative, in that period, with the possibility of the last refer to point II.4.

III.3.4 Existence of bond borrowings, relating their amounts and characteristics.

III.3.5 Authorized Capital: Date of the General Meeting where it was granted and the date of its validity, the total amount that was approved and the amount used excluding the extension to which the prospectus relates.

III.4 Number and nominal value of the total shares acquired and held in portfolio by the Company itself or by person in question and the share of the share capital they represent.

Authorizations granted by the General Board to the management body of the Company for the derivative acquisition of own shares.

III.5 Benefits and dividends distributed per share during the last three financial years, unless the information is already included in Chapter II.

III.6 If the Company is part of a group of Societies, in accordance with the law applicable to it, indicate which and the position it occupies within it, preferably graphically. Otherwise, it should be expressly stated that it is not part of a group of companies.

III.7 Causes of dissolution of the institution and rules for its liquidation, in particular as regards the rights of the partners.

III.8 Specification of means through which the partners will have access to the periodic information which, according to their regulatory regulations, the Institution is obliged to provide.

CHAPTER IV

Institution's investment policy and conditioning circumstances

IV.1 Institution's investment policy: General criteria, specialization, limits, techniques and instruments that configure the institution's investment policy. In particular, information should be provided on the following:

IV.1.1 Point out if the institution exceeds the investment limit set out in the first paragraph of Article 4 (3). of the Regulation of Law 46/1984, regulator of the Institutions of Collective Investment approved by Royal Decree 1393/1990, of 2 November. If yes, the issuers whose securities are invested more than 35 per 100 of the institution's assets must be specified.

IV.1.2 Future and options operations, purchase of and purchase of a term of Public Debt in annotations made in the last financial year. In this respect, the following information shall be provided, where appropriate, broken down according to the types of such operations which distinguishes the first paragraph of the first paragraph of the Order of 6 July 1992:

Measures and percentages they represent on the institution's assets.

Results obtained.

Purpose.

IV.1.3 Note if the Institution makes investments in securities traded on foreign markets. If so, specify the markets, securities or instruments, issuers, amounts or percentages of the asset that at the time of the drawing up the prospectus represent and any other significant data for the appropriate investor information.

IV.2 Conditioning circumstances:

iV.2.1 Litigation in progress that may have an important impact on the economic and financial situation of the institution.

IV.2.2 Other conditions worthy of mention.

CHAPTER V

The Capital, Financial Situation and Results of the Institution

1. If this is a constitution booklet:

V. 1 Amount of the share capital and, where applicable, of the reserve for the issue of shares, at the time of the formation and in the time of the presentation of the prospectus.

V. 2 Identification of the natural or legal persons who have paid up the capital and, where applicable, the share issue premium at the time of the constitution.

2. If this is an update or issue prospectus or public offering to sell securities.

V. I Table comparative of the Balance and Account of Losses and Gains, both of a public nature, of the last financial year closed with those of the previous two years.

V. 2 Comparative financing table and comparative portfolio status of the last financial year closed with the previous two financial years.

V. 3 As an annex, the audit report shall be incorporated into the prospectus, together with the annual accounts of a public nature (Balance, Loss and Profit and Memory Account) and the management report, corresponding to the last closed exercise.

Note: Only the most recent financial year shall be compulsory if the date of filing of the prospectus has elapsed at least four months since the end of that financial year or, even if that period had not elapsed. If their annual accounts are already audited, the references in this paragraph to the last financial year shall be read as references to the penultimate financial year.

V. 5 When the most recent of the final accounts for which the report is reported in accordance with point V. 1, relate to an earlier date in more than six months at the time of the prospectus filing, a balance sheet shall be included. For the purposes of this Regulation, the Commission shall take into account the amount of the revenue and expenditure referred to in Article 4 (1) of the Financial Regulation.

CHAPTER VI

Institution management, management, and control

VI.1 Identification and function in the Institution of the persons mentioned:

VI.1.1 Members of the administrative body.

VI.1.2 Directors and other persons who assume the management of the Company at the highest level.

VI.1.3 Founders of the Institution if it was founded less than five years ago.

VI.2 Joint interest in the institution of the persons referred to in paragraph VI.1:

VI.2.1 Shares and other securities giving right to their acquisition, of which such persons are legal holders or representatives or with general powers accredited to the Institution.

VI.2.2 Participation of such persons or of those representing, in the unusual and relevant transactions of the Company, in the course of the last financial year and the current. They are unusual and relevant transactions, for example, the purchase or sale of movable assets, the contracts of the Company or its subsidiaries with such persons, the loans to the Company granted by such persons, etc.

When such non-standard transactions have been stipulated during previous years but have not been definitively concluded, it will also be necessary to provide information about them.

VI.2.3 Amount of salaries, allowances and remuneration of any kind accrued by those persons in the last financial year closed whatever their cause.

This information will be provided on a global basis by remuneration concepts, distinguishing between administrators, managers and founders.

VI.2.4 Amount of pension and life insurance obligations to the founders, former and current members of the management body and current directors and their predecessors. This information shall be provided in a comprehensive manner and with a separation of the benefits in question.

VI.2.5 Mention of the main activities that the persons mentioned exercise outside the institution, when these activities are significant in relation to the institution.

VI.3 To the extent that they are known to the issuer, an indication of natural or legal persons who, directly or indirectly, in isolation or jointly, exercise or are able to exercise control over the issuer, and the proportion of capital they have and which confers the right to vote.

Joint control means the control exercised by several companies or by several persons who have concluded an agreement between them that may lead them to adopt a common policy vis-à-vis the issuer.

In this regard, if there were members of the Board of Directors elected by the proportional system referred to in Article 137 of the recast of the Law on Limited Companies, indicate which ones are, mentioning the the number, class and nominal value of the shares grouped with which the corresponding ratio would have been formed.

VI.4 Please indicate whether there are statutory precepts that assume or may result in a restriction or limitation to the acquisition of important interests in the Company by third parties outside the Company. If so, such statutory provisions should be reproduced or referred to in a specific way.

VI.5 Ratio of the institution's significant holdings, as referred to in Article 5 of Royal Decree 1393/1990 of 2 November 1990, with the indication of its holders.

VI.6 Number of shareholders in the institution. The date to which the information is referred shall be entered.

VI.7 Identification of persons or entities that are lenders of the Institution, specifying amounts, maturities and interest rates. It will not be necessary to report on loans or debts which, in their amount, should be classified as irrelevant.

VI.8 Information on the establishment and functioning of the Audit and Management Control Committee.

VI.9 If this is a Variable Capital Investment Company, the following information shall be included on the depositary of the Institution:

VI.9.1 Identification: Denomination or Social Reason, Legal Form, Main Activity and Social Headquarters.

VI.9.2 Data from your registration as a depositary of the Institution in the Official Records of the National Securities Market Commission.

VI.9.3 Mention of the depository contract, making express reference to the acceptance of its functions by the depositary and reproducing the clauses of that contract that are considered to be more significant.

VI.9.4 Commissions and any other type of remuneration agreed with the Institution.

VI.9.5 Links that may exist with the Institution, taking as a reference, if applicable, the enumeration of circumstances contained in Article 4 of the Securities Market Act.

Where appropriate, measures taken to ensure and ensure the autonomous functioning and prevention of conflicts of interest between the depositary and the Institution.

VI.9.6 Deposit entities in which the institution's cash is custodian. Remuneration that is obtained by this deposit.

VI.10 Specify whether there is a legally-enabled Entity in charge of the management of social assets, either in full or in a given party. If yes, the following information about this Entity must be provided:

VI.10.1 Denomination or social reason, legal form, registered office and main administrative headquarters, if this is different from the registered office.

VI.10.2 Date of constitution. Indication of the duration of the Entity, if this is limited.

VI.10.3 Data of the registration of the asset management or management agreement in the official records of the National Securities Market Commission.

VI.10.4 If the Entity manages the social assets of other Collective Investment Institutions, please indicate which.

VI.10.5 Identity and functions in the Entity of the members of the administrative and management bodies.

VI.10.6 Subscribed and disbursed capital amounts.

VI.10.7 Type of relations that bind the Entity with the Institution and the depositary of the Institution, taking as a reference, where appropriate, the enumeration of circumstances contained in Article 4 of the Law of the Market Values.

Where appropriate, measures taken to ensure and ensure the autonomous functioning and prevention of conflicts of interest.

VI.10.8 Commissions or any other type of remuneration that the Entity will receive for its management in respect of the Institution.

VI.11 Specify whether there are other contracts with third parties in relation to the investment activities of the Institution, other than those referred to in previous paragraphs, such as advice, etc. If yes, please include sufficient information on such contracts.

VI.12 In the event of information on contracts concluded with Entities domiciled and effectively registered outside the national territory, as referred to in Article 53.2 of the Regulation of Law 46/1984, approved by Real Decree 1393/1990 of 2 November 1990.

CHAPTER VII

Recent developments and perspectives of the Institution.

VII.1 General indications on the development of investments and the contribution of the institution to the shares of the institution after the last financial year, compared with that last financial year.

VII.2 Perspectives: The prospectus will clearly state that the content of this paragraph refers to estimates and intentions that may or may not be made; the source of such estimates shall also be indicated.

VII.2.1 Estimate of the outlook in the financial and securities markets.

VII.2.2 Investment policy to follow in the future:

Specifically, point out:

If the Institution intends to invest more than 35 per 100 of its asset in securities issued or endorsed by the same Entity, indicating which one is treated.

If the Institution intends to invest in securities traded on foreign markets, pointing out, where appropriate, the markets, securities and amounts or percentages of the asset that could come to represent those investments.

Where appropriate, the particulars referred to in the fourth part of the Order of 6 July 1992, on the operations of the Collective Investment Institutions in the future and financial options.

VII.2.3 Results Distribution Policy.

ANNEX F

Model of the Mobilia Investment Funds and the Money Market Investment Funds prospectus

The prospectus for these Investment Funds shall consist of the chapters specified below and shall also incorporate as an Annex the Management Regulation referred to in Article 35 of the Law Regulation. 46/1984, adopted by Royal Decree 1393/1990 of 2 November 1990.

CHAPTER FIRST

People who take responsibility for their content and Prospectus Supervisors

I. 1 Persons who take responsibility for the contents of the prospectus:

I. 1.1 Name, last name, national identity card number or personal identification document and position or powers of natural persons who assume responsibility for the contents of the prospectus in representation of the Management company and the depositary.

I. 1.2 Mention that the data contained in the prospectus is in conformity with the reality and that no event likely to alter its scope is omitted.

I. 2 Supervisory bodies. It shall be mentioned that the prospectus is entered in the Official Records of the National Securities Market Commission or in those of the competent supervisory bodies of other Member States of the European Communities.

The following expression will be reproduced:

The warnings and considerations which, as provided for in Article 1., 9 of this Order, would have been performed by the National Securities Market Commission shall be reproduced.

I. 3 Except in the case of a prospectus: Name, address and qualification of the auditors who have verified the annual accounts for the last three financial years.

Indication, if any, that all Audit reports referred to in the previous paragraph have been favourable. Where some or all of those reports contain an opinion with a view to the contrary, quantified or otherwise, or the opinion of the Auditor is unfavourable, or the opinion shall be rejected, it shall be made clear in this paragraph and the report shall be reproduced in full. the reports concerned, unless it is the one to accompany the prospectus in accordance with the provisions of Chapter V, in which case a reference shall be made to that Annex.

Indication of other information contained in the prospectus and which have been verified by Auditors.

I. 4 Assessment of the risk inherent in the securities or its issuer, where this assessment has been carried out by a qualifying entity. In such a case, the full denomination of that Entity, the meaning of the given grade, the date of assessment, and, where appropriate, will be noted if the Qualifying Entity has been recognized as such by the National Market Commission Values.

CHAPTER II

General data on the Institution, its Managing Society and the depositary.

II.1 The Investment Fund.

II.1.1 Full name and, if applicable, commercial or abbreviated.

II.1.2 Date of incorporation, at which time its activities and duration of the Fund began. Details of their registration in the Official Records of the National Securities Market Commission or of the competent bodies of other Member States of the European Communities.

If this is a constitution prospectus, it will be expressly stated that the Fund will not be marketed until the time of its registration in the Official Records and that the initial patrimony will be maintained from the time of its registration. constitution and until such registration takes place.

II.1.3 Mode of the Fund, specifying whether it is a distribution or accumulation fund.

II.1.4 Special investment plans offered to unit-holders, with specification of their characteristics in terms of minimum contributions and their review, duration of the plan, amount of commissions to be paid by subscribers of the plans, rules of notice for cancellation by the participant, causes of termination by the Gestora Society, guarantees obtained from financial institutions, special rules of information and other circumstances of the plans.

II.1.5 Circumstances in which the liquidation of the Fund may be decided and modalities of the liquidation, in particular as regards the rights of the unit-holders; the provisions of the Management Regulation must be reproduced (i) to refer to them in a specific way.

II.1.6 Number of members. The date to which the information relates shall be entered.

II.2 The Gestora Society.

II.2.1 Full name and, where applicable, commercial or abbreviated, registered office and principal administrative headquarters, if this is different from the registered office. Data from your registration in the Official Records of the National Securities Market Commission.

II.2.2 Date of incorporation. Indication of the duration of the Company, if this is limited.

II.2.3 Identity and functions in the Society of the members of the administrative and management bodies. Participation of these persons in the capital of the Company and in the equity of the Investment Fund.

II.2.4 Amounts of subscribed and paid-up capital, as well as own resources.

II.2.5 Type of relationships that bind the Gestora Company to the depositary, taking as a reference, if applicable, the enumeration of circumstances contained in Article 4 of the Securities Market Act.

Where appropriate, measures taken to ensure and ensure the autonomous functioning and prevention of conflicts of interest, in compliance with the provisions of Article 55.2 of Royal Decree 1393/1990 of 2 November 1990.

II.2.6 If the Company is part of a group, in accordance with the criteria of Article 4 of the Securities Market Act, indicate which and the position it occupies within it, preferably graphically. Otherwise, it should be expressly stated that it is not part of a group of companies.

II.2.7 Relation of significant holdings in the capital of the Gestora Society referred to in Article 58, 4 of Royal Decree 1393/1990 of 2 November 1990.

II.2.8 If the Company manages other Investment Funds or the social assets of other collective investment institutions, please indicate which assets, including equity, number of participants and investment vocation.

II.2.9 Commissions to be collected by the Company for its management in respect of the Fund. II.2.10 In the event of existence, information on contracts concluded with Entities domiciled and effectively registered outside the national territory, as referred to in Article 53, 2, of Royal Decree 1393/1990 of 2 November.

II.2.11 The system of communication of the position of the Fund to the members and, in general, of all the periodic information that, in accordance with the current regulations, is obligatory to supply to the unit-holders.

Places where the documentation referred to in the brochure can be consulted.

II.3 Depositary of the Fund.

II.3.1 Identification: Full name and, where applicable, commercial or abbreviated, legal form and principal activity, registered office.

II.3.2 Data from your registration as a depositary of the Fund in the Official Records of the National Securities Market Commission.

II.3.3 Reproduction of the management-depositary contract.

II.3.4 Commissions and any other kind of remuneration that the depositary will receive for its duties.

II.3.5 Deposit entities in which the Fund's cash is held. Remuneration that is obtained by this deposit.

II.3.6 Identification of the Entity or Entities with which the administration of part or all of the securities of the Investment Fund is subcontracted. Subcustody contracts, if any.

II.4 Marketing of the Fund.

II.4.1 Detailed description of the form and distribution channels used or used for the marketing of the Fund.

II.4.2 Collective of potential investors to whom the Fund's shares are offered.

II.4.3 Existence, if any, of third parties. Relations with the Management Society and the depositary, with reference to the contracts which have been established.

CHAPTER III

The shareholdings

III.1 General characteristics of the units.

III.2 Form of representation of the units. In the case of the accounting system, the fees to be borne by investors shall be accurately indicated, in accordance with the applicable tariff, for the registration and maintenance of balances, except where the Entity in charge of the Accounting Register is the Securities Clearing and Settlement Service, in which case it is sufficient to mention, if appropriate, the existence of commissions on the basis of the above mentioned concepts by investors.

III.3 If this is a prospectus for the establishment of the Fund by means of the public subscription procedure for its shares, the following specific terms shall be made:

III.3.1 Reproduction of the agreements adopted by the promoters of the Fund, the Gestora Society and the depositary.

III.3.2 Reference to the authorization of the offer of public subscription by the National Securities Market Commission.

III.3.3 Collective of potential investors to whom future participations are offered, indicating the reasons for their choice.

III.3.4 Date or subscription period.

Mention that, in accordance with Article 36.3 of the Regulation of Law 46/1984, approved by Royal Decree 1393/1990 of 2 November 1990, after a maximum of one year from the authorisation of the public tender without the Fund being If the legal minimum property has not been reached, the settlement shall be made to the contributors of their respective contributions and the increases in the assets or returns obtained by the investment of those contributions.

If the promoters would have proposed to achieve a heritage above the legal minimum it must be specified whether the Fund will be constituted, however, not to be achieved, provided that the amount exceeds the legal minimum; or if, on the other hand, the liquidation referred to in the preceding subparagraph is carried out as a result of the inadequacy of the contributions.

III.3.5 Where and to whom the subscription or acquisition can be processed.

III.3.6 Characteristics and form of delivery of subscription newsletters or contributions.

III.3.7 Entity or Entities involved in placement or marketing, mentioning their different roles and describing these in a concrete manner. In this respect, the overall amount of the commissions agreed between the colocers and the promoters of the public offering shall be recorded.

III.3.8 Special account opened in the name of the contributors in which the resources collected will be deposited, and investments in which they will materialize. Guarantees of affectation of these resources and their profits or increases of patrimony to the purpose of the public offer.

III.3.9 Mention that, in accordance with Article 36.5 of the Regulation of Law 46/1984, approved by Royal Decree 1393/1990 of 2 November 1990, the Fund shall be constituted within one month, provided that the assets are legal minimum or, where appropriate, the property pursued in excess of the legal minimum, and after a maximum of one year from the authorisation of the public offering by the National Securities Market Commission, transmitted in the same act as the ownership of existing assets with accrued earnings and returns. At the same time, the contributions to the Fund shall be recognised for the equivalent amount of their respective contributions and the period in which they were made.

Deadline and form of delivery of the final securities or certificates of the units.

III.3.10 Identification of the Auditor appointed by the National Securities Market Commission to carry out the verification of the public subscription and its liquidation. Remuneration stipulated in this respect and the form of access of the contributors or members to the relevant report.

III.3.11 Liability vis-à-vis the contributors, members and third parties who assume the Management Company, the depositary and, where appropriate, the other Entities involved in the placement or marketing of the future participations.

III.4 Initial price of the units at the time of the establishment of the Fund. Initial and minimum investment to be maintained by unit-holders. Maximum amount of investment that can be achieved by a single participant, if provided for in the Management Regulation, indicating that this limit will apply in general for all members.

III.5 Subscription and redemption arrangements for participations.

III.5.1 Information about places where subscription and reimbursement can be made.

III.5.2 Liquidated value applicable to subscriptions and repayments.

III.5.3 In the event that reimbursements can be made through the book, specify the way they will be instrumented, as well as other associated services.

III.6 Scheme of subscription and reimbursement fees; amounts actually applied and their method of calculation.

III.7 Rules for the calculation of the liquidative value of the units. The system of communication of the liquidative value to the corresponding Society Rector of the Stock Exchange, with specification of which is the latter.

III.8 If this is a distribution fund, criteria on the distribution of results and form and time limit for the effective payment to the unit-holders of the distributed profits.

III.9 Rules for the valuation of the Fund's assets. For these purposes, it is sufficient to refer specifically to the management regulation and the rules applicable to it.

iII.10 Personal taxation on income, distinguishing between resident and non-resident members. Each tax regime shall be described with sufficient amplitude, literally transcribing the applicable legal precepts where necessary for the proper understanding of the exposure.

CHAPTER IV

Institution's investment policy and conditioning circumstances

It will be the one corresponding to Annex E, although in paragraph IV.1 it must be defined, in any case, the vocation of the Investment Fund as of fixed income, mixed fixed income, mixed variable income or variable income, according to the criteria to be established by the National Securities Market Commission.

CHAPTER V

The Heritage, Financial Situation and Results of the Institution

1. If this is a constitution booklet:

V. 1 Amount of assets at the time of the constitution and in the preparation of the prospectus.

V. 2 Identification of the natural or legal persons who have paid up the assets at the time of the constitution, indicating their percentages of participation in the constitution.

2. If this is an update brochure:

V. 1 Comparative table of the balance sheet and profit and loss account, both of a public nature, of the last financial year closed with those of the previous two financial years.

V. 2 Comparative financing table and comparative portfolio status of the last financial year closed with the previous two financial years.

V. 3 As an annex, the audit report shall be incorporated into the prospectus, together with the annual accounts of a public nature (Balance, Loss and Earnings and Memory Account) and the management report for the last financial year closed.

V. 4 Full reproduction of the last audit report of the annual accounts.

V. 5 Identification of persons or entities holding significant holdings in the equity of the Fund, as referred to in Article 5. of Royal Decree 1393/1990 of 2 November 1990 and percentages which are held.

CHAPTER VI

Recent Evolution and Perspectives of the Institution

VI.1 General statements on the development of the Fund's investments after the end of the last financial year, compared with that last financial year.

VI.2 Perspectives: The prospectus will clearly state that the content of this paragraph refers to estimates and intentions that may or may not be made; the source of such estimates shall also be indicated.

VI.2.1 Estimate of the outlook in the financial and securities markets.

VI.2.2 Investment policy to follow in the future.

Specifically, point out:

If the Institution intends to invest more than 35 per 100 of its asset in securities issued or endorsed by the same Entity, indicating which one is treated.

If the institution intends to invest in securities traded on foreign markets, the markets, values and amounts or percentages of the asset that could be represented in these investments should be pointed out.

Where appropriate, the particulars referred to in the fourth part of the Order of 6 July 1992 relating to the operations of collective investment institutions in the future and financial options.

VI.2.3 If applicable, result distribution policy.