In the process of reform of the Spanish stock market that decisively boosted the Law 24/1988, of July 28, of the Stock Market, the articulation of two pieces of special importance is still pending. These are closely related, which must become a reality with the entry into force of this Royal Decree. On the one hand, the formation of the Securities Clearing and Settlement Service and the development of a new system of clearing and settlement of stock transactions; on the other, the extension of the system of representation of securities by means of Note-today only applied to securities traded on the Public Debt Market in Annotations-to securities listed on the Stock Exchange and, in general, to any securities whose issuers so decide.

In relation to this last aspect, the Law of the Market of Securities, supplemented by certain precepts of Law 19/1989, of July 25, of Partial Reform and Adaptation of the Commercial Law to the Directives of the EEC Company Law, contains only the fundamental elements of the substantive legal regime of the values represented by means of annotations in account, of the design of the registration system that implies and the way in which it is the transformation of the titles in both cases where the transformation has a character purely voluntary corno in those where it is required. It is therefore necessary to draw up a Royal Decree which, like the present, will complete, adequately and sufficiently, the legal provisions.

The system of values represented by means of annotations is dealt with in the spirit of generality, beginning with a series of "common provisions" applicable in principle to all of them. These provisions, in addition to the writing in which the characteristics of the securities and certificates are to be recorded-mean by an antonomist of legitimation-and to reproduce and supplement the rules of the Law which make up the scheme legal-substantive, include important forecasts on the relations between the issuing entities and those that carry the records, and on the responsibilities and remuneration of these, together with precepts that, like others that the Royal Decree collects after, they respond to a concern to ensure a safe and orderly conduct of those (as well as those referring to the rectification and the daily book of inscriptions and the preservation of information).

Next, two Chapters are dedicated to the regime of the securities represented by means of account annotations negotiated in official secondary markets and that of the non-listed in the same. The first of these deals, however, in reality, of the securities admitted to trading on the Stock Exchanges. The option for a double-step system, which is not opposed to the idea of the unit of the accounting record even when articulated through a central register and detailed records by the entities attached, can be highlighted in its content. as the establishment as an element of control, of the so-called "registration references". Regarding the values negotiated in the Market of Public Debt in Annotations are declared the precepts of the Royal Decree of character merely suppletorium since it has seemed opportune to leave for later a possible comprehensive review of the Royal Decree 505/1987, for which the creation of a System of Annotations for the Debt of the State, whose operation is to be considered satisfactory, was arranged. The same solution has been followed for the securities traded on other official secondary markets because of their specificity and in view of the general circumstance that the establishment of such securities requires, in accordance with Article 59 of the Law of the Stock Market, the corresponding Royal Decree in which the rule of supply could be qualified. Moreover, the regulation of the representation of securities by means of Annotations in Account of non-traded securities in official secondary markets has also tried to combine the idea of guarantee and security with that of the necessary agility in the keeping track of the records. The latter has been particularly present in the case of securities traded on organised markets.

The precepts of the Royal Decree relating to the settlement and clearing of stock transactions, which will undoubtedly contribute to the modernization and improvement of this transcendental part of the system whose efficiency is key to the The competitiveness of the Spanish stock exchange on the international level, can be grouped in two blocks: the organizational or institutional one and the operational design. Within the first one is regulated the Service of Compensation and Settlement of Securities and the regime of the Entities attached to it, with special reference to the functions, of the one-between which the supervisors are emphasized-and to the regime of distribution of its capital. In it, all the Entities adhered according to a system in which their weight is taken into consideration in the total volume of the liquidation and is guaranteed a relevant presence of the Companies Rector of the the Stock Exchanges. As regards the second, it has been considered appropriate that the Royal Decree expressly take into account the principles, which coincide with the internationally accepted principles, which must govern the process of settlement and stock exchange. The intention has been to leave the detailed design of the system in the hands of the Service itself, which is foreseen to approve a Regulation of organization and operation, although it has chosen to give in the Royal Decree the adequate support to the systems of loan and repurchase of securities to be used to ensure its delivery at the settlement date and the effective settlement procedure through the Banco de España; likewise, it is used to update, referring to the new Service, the system of Bonds with a guarantee of the market designed in Royal Decree 726/1989 of 23 June on Companies Securities Exchange, Stock Exchange, and Collective Bail.

Finally, the importance of the transitional provisions of this Royal Decree, which deal with the way in which the process of forced transformation into values represented by means of the present Directive, must be carried out a note of the securities currently admitted to trading on the Stock Exchanges. Note, to conclude, that this Royal Decree has been the subject of a report by the National Securities Market Commission, which has had an active and direct participation in its elaboration.

In its virtue, on the proposal of the Minister of Economy and Finance, of agreement with the Council of State and after deliberation of the Council of Ministers at its meeting of 14 February 1992,

DISPONGO:

TITLE FIRST

Rendering values by logging in account

CHAPTER FIRST

Common Provisions

Section first. The annotation in account as the render mode of the values

Article 1. º Representation of negotiable securities by means of annotations in account.

Marketable securities may be represented by means of account annotations, in accordance with the provisions of Law 24/1988, of July 28, of the Securities Market, and in this Royal Decree.

Art. 2. Unrepresentative unit.

The representation of values by means of annotations in account will apply to all members of the same issue, with the exceptions deriving from what is foreseen in this Royal Decree for the case of change in the representation.

Art. 3. º Irreversibility of the representation of the values by means of annotations in account.

The representation of securities by means of an account will be irreversible unless, in the case of securities not admitted to trading on an official secondary market, the National Commission of the Securities market at the issuer's request in consideration of its limited dissemination. In such a case, the entity in charge of the accounting record shall give the holders of the corresponding securities, bearing in respect of these securities, until they are collected, the status of depository.

Art. 4. The reversible character of the representation of the values by means of titles.

1. After agreement adopted for the purpose by the issuing Entity with the required legal requirements, the securities representing securities may be transformed into account entries.

2. The conversion shall take place as soon as they are submitted to the Entity or Entities in charge of the accounting register, which shall carry out the corresponding entries in favour of those who appear to be the holders of the agreement. with their law of movement.

3. The time limit for the filing of the securities for processing, to be fixed in the agreement and published in the "Official Gazette of the Trade Register" and in one of the most circulation newspapers in the province in which the company has its own address, may not be less than one month or more than one year.

4. After that period, the non-processed securities shall be cancelled, without prejudice to the application of the corresponding registration in favour of the holder of the right.

5. After three years from the end of the period laid down for processing without the registration having occurred, the entity shall be responsible for the sale of the securities for account and risk of the persons concerned by means of one or more of the following: Securities Companies or Agencies, as the case may be, members of the Stock Exchange, and the deposit of their amount in the form provided for in Article 59, number 3 of the Companies Act.

6. The entity responsible may proceed to the destruction of the securities collected, extending the corresponding document in which the said circumstance is made, which shall also be signed by a representative of the issuer. In any case, the titles which are not destroyed must be visibly shown to have been cancelled.

7. In the case where the securities have not been issued, it is necessary for the processing to be carried out to take place on the basis of certification issued by the administrative body. The corresponding entries shall be made in favour of those who prove to be holders of the securities and on presentation, where appropriate, of provisional safeguards or extracts of registration issued.

Art. 5. Name Reserve.

The expressions "values represented by means of annotations in account", "notes on account" or others that may be misleading with them may only be used with reference to marketable securities that are the subject of representation by means of entries in accordance with the provisions of this Royal Decree or in the provisions referred to in Section 3 of Chapter II thereof.

Section 2. Constancy and publicity of the characteristics of the values represented by means of account annotations

Art. 6. "Public Write Grant".

1. The representation of securities by means of an account shall be recorded in public deed, which shall be, where appropriate, the issue of the issue. In addition to the designation of the entity in charge of the accounting record, the name, number of units, nominal value and other characteristics and conditions of the securities shall be entered; in particular, and in accordance with the nature of the securities of these, those others that are the subject of mention in the Law of Limited Companies, in the Regulation of the Commercial Registry and in other specifically applicable provisions.

2. In the case of emission programmes which include the possibility of issuing values of different characteristics over a period of time, it will be sufficient for the existence of a single public deed to reflect those which are common provided that Additional certification issued by the issuer's management body or by a person with sufficient power to do so shall include the differentiated characteristics. These certificates, the signatures of which must be duly legitimated, shall be deposited and made available to the public together with the copy of the deed as provided for in the following article.

3. The content of the values represented by means of account entries shall be determined by the writing and, where appropriate, certification provided for in the preceding numbers.

Art. 7. Depository of copy of public writing.

1. The issuing entity shall deposit a copy of the deed with the Securities Clearing and Settlement Service or the Entity in charge of the accounting record prior to the practice of the first registration of the securities to which it is refer.

2. Prior to such first registration, the issuing Entity must deposit another copy of the deed with the National Securities Market Commission, which shall incorporate it into the Public Registry referred to in Article 92 (e) of the Law of the Stock Market.

3. In the case of securities admitted to trading on an official secondary market, the issuing Entity shall deposit another copy of the said deed with its governing body. In the case of securities that are traded through the Securities Interconnection System, the deposit may be made to the Stock Exchange Company or to any of the Companies Rector of the Stock Exchanges, accompanying the authorized copy of copies simple that the Entity that receives them will collate and make the remaining ones.

Art. 8. Advertising of writing.

1. The issuing entity, the entity in charge of the accounting register and, where appropriate, the decision-making bodies of the markets shall have at all times at the disposal of the holders and of the general public the copies of the writing to which it is refers to Section 2 of this Chapter. In the case of securities traded through the Securities Interconnection System, this obligation will be placed on the Stock Exchange Company and on all the Company's Governing Companies.

2. The holders and other persons concerned may directly consult such copies and shall be entitled to obtain the issue at their expense of a reproduction of the copies by any appropriate means.

Art. 9. Modification of the characteristics of the values.

1. The modification of the characteristics of the values represented by means of an account shall be recorded in public deed, which shall be deposited and made available to the public in the manner provided for in the preceding articles and, in the the case that you do not replace it, together with the initial write.

2. Without prejudice to the possibility of publication in the "Official Gazette of the Commercial Register", the amendment shall be made public in one of the most circulation newspapers in the province in which the issuing entity has its registered office.

Art. 10. Public Entity Emissions.

In the case of debt issues of the State or the Autonomous Communities, the publication of the characteristics of the issue in the respective "Official Bulletins" will exempt the obligations of public deed and advertising as referred to in the previous Articles. The same regime shall apply to the emissions of other public entities and international bodies if any legal or regulatory provision imposes the publication of its characteristics in any of the official newspapers.

Section 3. Legal status of the values represented by means of account entries

Art. 11. First registration.

The values represented by means of account annotations shall be constituted as such by virtue of their registration in the corresponding accounting record. In the case of securities admitted to trading on the stock exchange, such a constitutive effect shall be made with the registration in the central register by the Securities Clearing and Settlement Service. On the basis of that registration, the securities entered shall be subject to the rules laid down in Chapter II of Title I of the Securities Market Act and in this Royal Decree.

Art. 12. Transmission.

1. The transfer of the securities represented by means of account entries shall take place by accounting transfer. The registration of the transfer in favour of the acquirer shall have the same effect as the tradition of the securities.

2. The transmission shall be open to third parties from the moment when the registration has been carried out.

3. The third party acquiring securities represented by means of annotations on account of a person who, according to the seats of the accounting register, appears entitled to transmit them shall not be subject to claim, unless he is in the the time of the acquisition has been in bad faith or with serious fault. The rights and actions of the owner who are held against the persons responsible for the acts in whose virtue the securities have been deprived are hereby left.

4. The issuing institution may oppose, in the case of the acquirer of good faith of securities represented by means of account entries, the exceptions which fall within the meaning of Article 6 and those which do not fall within the meaning of Article 6 (1) of the Treaty. could have been in the case that the values were represented by means of titles.

5. The practice of the registration does not validate the possible causes of nullity of the transmission according to the laws.

6. The provisions of this Article are without prejudice to the fulfilment of the requirements which, in respect of the transfer of financial assets, lays down the tax rules, as set out in Article 109 of the Law 24/1988, of 28 July, on the Securities Market.

Art. 13. Constitution of limited real rights and other charges.

1. The constitution of limited real rights or other kind of charges on securities represented by means of account entries must be entered in the relevant account. The inscription of the garment is equivalent to the possesory displacement of the title.

2. The establishment of the charge shall be enforceable against third parties from the time the relevant registration has been carried out.

Art. 14. Values in co-ownership.

The co-ownership values will be entered in the corresponding Accounting Record on behalf of all the co-holders.

Art. 15. Registration legitimisation.

1. The person who appears to be entitled to the seats in the accounting register shall be presumed to be a legitimate holder and may, accordingly, require the issuing authority to do the benefits to which the value represented by means of the account log.

2. The issuing entity that performs in good faith and without serious fault the benefit in favour of the legitimized, shall be released even if this is not the holder of the value.

Art. 16.

hereinafter referred to as ' the following:

1. The accounting records of annotated securities shall be governed by the principles of registration priority and the following.

2. In accordance with the principle of priority, once any registration has been produced, no other registration may be carried out in respect of the same values which are due to a fact previously produced in the opposite or incompatible with the preceding one, Likewise, the act that first accesses the register shall be preferential to those who subsequently access, and the entity in charge of the carrying out of the accounting record shall practice the corresponding operations according to the order of presentation.

3. In accordance with the principle of hereinafter referred to as the 'transfer of securities', it shall be necessary to register the securities in the accounting register in favour of the transfer. Likewise, the registration of the constitution, modification or extinction of real rights on registered securities will require your prior registration in favor of the available.

Art. 17. Fungibility of the values.

1. The values represented by means of account entries corresponding to one, the same issue having the same characteristics are fungible. Accordingly, the person who appears as the holder in the Accounting Register shall be of a certain amount of the same without reference identifying the values individually.

2. In particular, all shares of the same class and series and the other securities of the same issuer whose characteristics, from the origin or over-come, are the same shall be considered to be fungible.

3. The provisions of the preceding numbers are without prejudice to the requirements for specification or the breakdown of registered securities arising from special situations, such as the constitution of limited real rights or other types of charges or the issue of certificates.

Section 4. Certificates of legitimisation

Art. 18. Certificates of legitimation. Content and classes.

1. Where this is deemed necessary, the legitimation for the transmission and for the exercise of the rights deriving from the securities represented by means of account taken, or of the limited real rights or levies constituted on they may be credited by the display of certificates in which the identity of the holder of the securities and, where applicable, the limited rights or charges, the identification of the issuer and the issue, the class, the nominal value and the the number of values that they understand, the reference or references, of record or numeric and their date of issue. The certificates shall also contain the purpose for which they have been issued and their term of validity.

2. Certificates may cover all or part of the securities integrated in each balance. In the event that they relate only to part of them, the corresponding breakdown shall be made at the time of issue in the account of the holder which shall be maintained until the refund of the certificate or until the certificate has expired.

Art. 19. Expedition.

1. Certificates shall be issued only at the request of the holder of the securities or rights and in accordance with the entries of the accounting register, by the relevant Entity or attached through person with sufficient power to the effect. If they relate to securities owned by the Entities attached their issue shall correspond to the Securities Clearing and Settlement Service.

2. Licences shall be issued before the end of the working day following the day on which the application was lodged.

3. More than one certificate may not be issued for the same securities and for the exercise of the same rights.

Art. 20. Scope of the certificates.

1. The certificates referred to in the preceding article shall not confer more rights than those relating to legitimation.

2. The acts of disposition that are subject to the certificates shall be null.

Art. 21. Quiesce the values.

1. The values for which licences are issued shall be frozen. The attached or entrusted entities shall not be able to carry out transmissions or encumbrances or to practise the corresponding inscriptions as long as they have not been returned, except in the case of transmissions resulting from enforced executions. judicial or administrative.

2. Without prejudice to the possibility of requesting and obtaining the issue of a new one, the user, creditor or holder of the charge shall return the certificate issued to him as soon as the transmission of the certificate is notified to him. values.

3. Members of the Bags or other organised markets shall also not be able to execute the sales orders they receive if they are aware that they relate to securities in respect of which they are issued certificates in force. Except for cases where they are collected on the occasion of such orders to make them arrive and the Entity attached to or in charge of whose records the securities are entered, and those in which they are to be transmitted as consequences of judicial or administrative enforcement.

4. The refund obligation falls when the certificate has become private of value.

5. Certificates shall expire for the duration of the term of validity laid down in them, which shall not exceed six months. Certificates in which no time limit is set shall expire for three months from the date of their issue.

Section 5. Other common rules

Art. 22. Provision of data to broadcasters on the identity of their shareholders.

1. The rules of operation of the Securities Clearing and Settlement Service shall contain the provisions necessary for all transactions relating to shares in companies whose securities are to be held within the liquidation process to be Nominees under legal provision are communicated to such companies

2. The Securities Clearing and Settlement Service shall provide, without this being able to involve the maintenance of permanent files, the service of channelling the applications of other companies which are issued on the occasion of the the conclusion of any General Meeting and with reference to the date referred to in Article 104 of the Law on Limited Companies.

3. Any information available to the broadcasters in relation to the identity of their shareholders shall be at the disposal of any of them.

Art. 23. Rectification of inscriptions.

The entity in charge or wound may only rectify inaccurate entries under a judicial decision, except in the case of errors purely c arithmetic resulting from the registration itself or from the mere confrontation with the document in whose virtue the registration has been carried out. The rectification seat shall be entered on its date in the book referred to in the following Article.

Art. 24. Daily book of inscriptions.

The entity in charge or attached shall carry a book or computer file of inscriptions, in which it shall record daily, in chronological order, sufficient reference of each and every practice in any of the records to his position, assigning them a correlative number. The first number of each day will be the next one assigned to the last enrollment of the previous day.

Art. 25. Exercise of economic rights.

1. The rights to interest, dividends and any other economic content shall be exercised through the attached entities or in charge of whose records the securities are entered or with their assistance.

2. The Securities Clearing and Settlement Service shall communicate to the issuer promptly, for the purposes of the preceding number, the number of securities entered in the records of each Entity attached.

Art. 26. Remuneration.

1. The Securities Clearing and Settlement Service shall establish the fees applicable to its customers, attached entities or broadcasters, for its clearing and settlement services, including those of a purely registration nature. The attached entities shall also establish the fees of the commissions to be charged by their clients for the registration and maintenance of stock balances, including the management services of the same. The fees and their modifications shall be communicated to the National Securities Market Commission and, in the case of the attached Entities, to be available to the public.

2. The remaining Entities in charge of the accounting registry shall also establish fees to be charged by the issuing entities or their clients for the aforementioned services. Such tariffs and their modifications shall also be subject to communication to the National Securities Market Commission and be made available to the public.

3. However, the provisions of the preceding number 1, the first entries of the securities shall be made free of charges for their subscribers or holders.

Art. 27. Responsibilities.

1. The lack of practice of the corresponding inscriptions, the inaccuracies and delays in them and, in general, the infraction of the rules established for the keeping of the records will give rise to the responsibility of the Entity in charge or A non-compliant or, where applicable, the Securities Clearing and Settlement Service, in front of those who have been harmed. Except for the sole fault of these.

2. Without prejudice to the liability of the Securities Clearing and Settlement Service for the lack of due diligence in the exercise of its control and monitoring functions of the system, it shall in any case respond to the damages that are directly imputable to you.

3. The Securities Clearing and Settlement Service shall provide the injured parties with the information at their disposal in relation to the actions of the attached Entities that have caused the damage.

4. Where the injury consists of the deprivation of certain values and this is reasonably possible, the Responsible Entity shall acquire securities of the same characteristics for delivery to the injured party.

5. The provisions of this Article shall be without prejudice to other responsibilities, administrative or other, which may be fulfilled.

Art. 28. Conservation of information.

The entities in charge of accounting records or injuries and the Securities Clearing and Settlement Service will retain for five years the information that allows the reconstructing of the seats practiced in the name of each person. holder.

CHAPTER Il

Accounting record of securities admitted to trading on markets, official secondary

Section first. Book record of securities admitted to trading on a stock exchange

Art. 29. Representation by means of annotations on account of stock traded securities.

The representation of securities by means of annotations in accordance with the provisions of this Chapter shall be a necessary condition for admission to trading on the Stock Exchange.

Art. 30. Entities in charge of the accounting record.

1. The Illevance of the accounting record of securities admitted to trading on the Stock Exchange shall be the Securities Clearing and Settlement Service, to which the Central Registry and the Entities attached thereto shall be responsible.

2. The Securities Clearing and Settlement Service and the Entities attached thereto may also carry on the same basis as provided for in this Chapter the accounts corresponding to securities in respect of which it is requested or request for such admission. For this purpose, the intention to apply for admission must be shown in the prospectus for the issue or the public offer to sell the securities or in a document presented for that purpose before the Securities Clearing and Settlement Service. In the event that the admission to trading on the Stock Exchange is not requested within the time limit or the admission to trading is not obtained, it will proceed in the form set out in Article 34 of this Royal Decree.

3. As provided for in the last paragraph of Article 7, paragraph 3, and in the second paragraph of Article 54 of the Law on the Stock Market, the above number is without prejudice to the fact that the Autonomous Communities with competition in the field may be provided by the Companies Rector of own services of the carrying out of the accounting register of securities admitted to trading on a single Stock Exchange, The references contained in the present Real Decree to the Service of Compensation and Settlement of Securities will be understood, in this case, also to those services.

Art. 31. Logging system.

1. In the Central Register in charge of the Securities Clearing and Settlement Service, it shall be carried out in any case, for each Entity adhered to and with reference to each category of fungible values:

a) An account that reflects the balance of the holder at any time the Entity itself attached.

(b) Another account that reflects the overall balance of the values that the attached Entity has recorded in its accounts in the name of a third party.

2. The accounting records of the attached entities shall bear, with reference to each value, the accounts corresponding to each holder, which shall at all times express the balance of those who belong to it.

3. In the accounts referred to in the preceding numbers, the appropriate control of the values affected by special situations shall be maintained, in any case. a breakdown of the securities on which limited actual rights or other types of charges are constituted and those in respect of which certificates have been issued.

4. Entries and cancellations in the accounting records referred to in the preceding numbers shall be produced by virtue of credit or debit in the respective account.

5. The entry in the name of the holder to be produced in the accounting records of the attached Entities or, where these are the holders, in the records in charge of the service, shall be that which produces the effects provided for in Articles 9, 10 and 11 of the Securities Market Act and concordant precepts of this Royal Decree.

6. The keeping of records referred to in this Article and in particular. the data to be entered in each registration shall be in accordance with the rules of organisation and operation of the Securities Clearing and Settlement Service provided for in Article 73.1 of this Royal Decree.

Art. 32. Record references.

1. For the proper control of the system, the Securities Clearing and Settlement Service will carry a file of the registration references that will match the balances held by the Entities attached for each value. Each of these shall also bear a file corresponding to the values entered in its accounting records.

2. No credit or debit may be made in the accounts without the corresponding registration reference being issued or discharged.

3. The composition and rules applicable to the issue of the registration references shall be fixed by the Service. Its composition will allow the individualized identification of each transaction.

Art. 33. Control of system balances.

1. It shall be the primary responsibility of the Securities Clearing and Settlement Service to carry out at all times a strict control of the balances of the Central Register's securities accounts for each of the attached Entities and those of the accounts of the detailed accounting records in charge of the accounting records, as well as the correspondence of the sum of such balances with the total number of securities integrated into each issue or fungibles to each other. In addition, the Service shall at all times carry out an accurate control of the securities provided in accordance with Article 57 of this Royal Decree or under the credit system for spot transactions which the Stock Exchanges may have set.

2. To this end, the Securities Clearing and Settlement Service shall establish the verification systems it deems necessary. Its implementation or modification shall be the subject of communication to the National Securities Market Commission prior to its implementation. The attached Entities shall strictly comply with any information or other duties that correspond to them in accordance with the specifications of such systems.

Art. 34. Exclusion of values from negotiation.

1. Agreed by the National Securities Market Commission to exclude securities from trading on the Stock Exchange, the Securities Clearing and Settlement Service within three months of the fact that the exclusion is notified to it, it will adopt the measures precise for the transfer of the securities to the records of the entity designated by the broadcaster in accordance with the provisions of Article 45 (1) of this Royal Decree or, if the keeping of the accounting record is to continue to be as provided for in Article 66 of the Treaty, in order for such Illevanza to be in accordance with its provisions Chapter III of this Title.

2. The attached Entities shall provide the Service with any such data as required for the purposes of the preceding number, with the values on their records at the date determined by the Service.

Art. 35. Foreign securities accounting record.

1. The system of registration provided for in this Chapter shall apply to foreign securities admitted to trading on Spanish Stock Exchanges, without determining the change in their system of representation and, consequently, irrespective of they remain incorporated into securities or dematerialised in accordance with the respective legislation of origin.

2. The sum of the balances of the accounts of these foreign securities in the Service of Compensation and Settlement of Securities must coincide at all times with those who, affections to the Spanish market, keep in deposit or registered a foreign entity enabled for this purpose. Without prejudice to the duties of the Service, the National Securities Market Commission may impose that a sufficiently solvent financial institution is responsible for the maintenance of such correspondence, adding this function, if appropriate, to the the relationship with the issuing Entity that you can perform.

Section 2. Practice of inscriptions concerning listed securities in stock exchange

Art. 36. First enrollment in the Service and Entities attached to values represented by means of annotations in account.

1. The registration in favour of the subscribers of securities represented by means of annotations in respect of which it is requested or exists the intention to request admission to trading on the Stock Exchange will be practiced by the Service and by the Entities attached, once the latter has at its disposal a copy of the deed referred to in Article 6 of this Royal Decree, by virtue of a relationship signed by the collaborating entity or, if applicable, director or by the issuing Entity, which shall be presented to the Service. Prior to the practice of the corresponding seats, the consent or the corresponding order of the subscribers must be recorded to the Entities attached.

2. The registration in accordance with the provisions of this chapter of securities represented by means of non-traded account notes on the Stock Exchange in respect of which the intention to apply for admission to trading has been requested or exists produce by virtue of the transfer of the accounting record by the Entity in charge of the Service. In cases where the admission is preceded by a public offer to sell the securities, the transfer may refer to the moment immediately preceding the placement, crediting itself to the Service and to the attached Entities who are the new headlines in the form provided in the previous number.

3. The registration in accordance with the provisions of this chapter of securities represented by means of securities not traded on the Stock Exchange for which it has been requested or there is an intention to request admission to trading to be processed in Account shall be taken in the terms provided for in Article 4 of this Royal Decree.

Art. 37. Registration of transmissions derived from stock trades.

1. On the date of settlement of transactions on securities admitted to trading on the stock exchange, the Securities Clearing and Settlement Service shall pay the securities and practice the correlative debit in the accounts of the relevant Entities. Wounds.

2. The attached entities shall, on the settlement date, pay the securities in the accounts of the acquirers. On the same day, the attached entities which have made available to the Service the securities sold shall make the corresponding debit in the accounts of the transferors. They shall do so, in accordance with the communication which the Service directs to them, the attached Entities in whose registration the values provided in accordance with Article 57 of this Royal Decree are entered.

Art. 38. Enrollment of other transmissions.

1. The transfer of securities resulting from transactions settled directly between the parties and the transmissions referred to in Article 37 of the Securities Market Act shall give rise to the corresponding entries in the records of the Entity adhered as provided for in Article 50 of this Royal Decree.

2. Where registration is applied, the attached entities may not give course to transmissions or encumbrances or to carry out subsequent registrations in respect of the securities included in the transmissions referred to in Article 37 of the Law on the Market Values, as long as they are not aware that the communication referred to in that Article has taken place. When requested by the interested parties, the attached Entity will carry out the aforementioned communication, including the data referred to in Article 8, 2, of Royal Decree 1416/1991 of 27 September, on Special Stock Operations and on The Extrabursatil Transmission of Cotized Values and Ponderated Media Changes, within the period of the seven working days following the request.

Art. 39. Limited real rights or other charges.

1. The constitution or transfer of limited real rights or other charges on securities admitted to trading on the Stock Exchange shall be credited to the Entity adhered to, in accordance with the rules provided for in Articles 50 and 51 of this Royal Decree. Once accredited, the attached Entity shall carry out the corresponding registration and shall carry out the breakdowns referred to in Article 31 (3) of this Royal Decree.

2. The securities affected by breakdowns provided for in this Article shall not be subject to negotiation through the procurement systems which the Bags have established. The registration of the transmissions relating to them shall take place in accordance with the provisions of the previous Article. The attached Entities shall not make them available to the Service in the clearing and settlement process.

Art. 40. Amortization of values.

1. In the case of reduction of capital with amortisation of shares, the Service of Compensation and Settlement of Securities, once it has been presented to it a copy of the writing of reduction with the corresponding note of registration in the Registry Merchant or certification of the seat to which it relates, it will discharge in the accounts of the Entities attached the affected values and will direct the relevant communications to these, that they will owe the values in the accounts of their customers,

2. In the case of amortisation by payment of securities representative of parts of a loan and analogues, produced the payment through the Entity attached, it will inform the Service, which will discharge the values directing communication to the said Entity for the purposes set out in the previous paragraph.

3. In the remaining cases of depreciation, it will be necessary to prove to the Service, in the form provided for in Article 52, number 3 of this Royal Decree, the extinction of the values.

Art. 41. Transfers between Entities attached.

1. The attached entity in whose accounting records the securities to which the holder requests to be transferred to the records of another shall be entered in the communication to the express service of the securities and the identity of the addressee before the end of the working day following the day on which the application was lodged. Received such communication. The Service shall, on the same day, carry out the corresponding credit and debit, directing the timely communication to the Entities of origin and the recipient in order to extend the corresponding seats.

2. The procedure referred to in the preceding number shall also apply where the transfer is requested at the request of the holder through or by the addressees itself.

3. The transfer between the attached securities of securities subject to limited real rights or charges may not take place without the holder of the same or being credited with the consent of the holder.

Art. 42. Preferential subscription rights.

1. On the day on which an increase in capital is initiated, the Securities Clearing and Settlement Service shall pay the preferential subscription rights corresponding to each of them in the accounts of the Entities adhered to, directing them to the relevant communications so that they, in turn, practice the credits from them.

2. Irrespective of the final stage and in order to facilitate the latter, the Service shall use a procedure for verification, with reference to the date of the establishment of a trading session prior to the last one to be held. within the subscription period, of the position, buyer or seller, that would keep each Entity adhered to as a result of the trading of subscription rights developed up to that time.

3. The Securities Clearing and Settlement Service shall establish a penalty system for the attached Entities which at the end of the subscription period are not in a position to deliver all of the subscription rights that they have sold by them or by those who have them registered in their registers.

Section 3. Accounting records of securities admitted to trading on other official secondary markets

Art. 43. Public Debt Market in Annotations.

As provided for in this Royal Decree on the representation of securities by means of an account note, it will be applicable with a supplementary nature to the Public Debt and other securities to be traded on the market to which the Chapter III of Title IV of the Securities Market Act, which shall be governed by its specific rules.

Art. 44. Other official secondary markets.

The keeping of accounting records for futures and options and other securities traded on official secondary markets other than Stock Exchanges and the Public Debt Market in Annotations shall be governed. by the specific provisions applicable to each of them, the provisions of this Royal Decree being applied in an additional manner.

CHAPTER III

Accounting record of securities not admitted to trading on official secondary markets

Section first. Entity in charge of the accounting record

Art. 45. Designation of the Entity in charge of the accounting record.

1. The holding of the accounting record of securities not admitted to trading on official secondary markets shall correspond to the Entity designated by the broadcaster, which shall be a Company or Securities Agency which it has included in its declaration of activities as provided for in point (g) of Article 71 of the Securities Market Act.

2. The registration of the designation in the register provided for in Article 92 (a) of the Securities Market Act shall be a pre-requisite at the beginning of the conduct of the accounting record of each issue.

Art. 46. Replacement of the Entity in charge.

1. The issuing entity may decide to transfer the accounting record of an issue to a new entity in charge that will be designated in accordance with the previous article of this Royal Decree. The effectiveness of the substitution will be conditional upon the delivery to the entity of the accounting record by the assigned entity, understanding produced such delivery at the moment in which the new entity in charge can assume The National Securities Market Commission for its incorporation into the register referred to in Article 92 of the Securities Market Law is fully carried out and communicated to the National Securities Market Commission. The expenses incurred by this replacement process shall be borne by the issuing Entity.

2. The entity in charge of the accounting register may give up its function by proposing to the issuing Entity the designation of a Company or Securities Agency referred to in the previous article to be assumed. In any case, the designation by the issuer of the replacement entity, whether the entity is proposed or another, must be made within the month following the resignation. The effectiveness of the substitution shall be conditional upon the delivery of the accounting record in the terms of the preceding article. The expenses that originate will be in this case of charge of the waiving Entity.

3. Companies and Securities Agencies in charge of accounting records may not amend their statement of activities by deleting the activity referred to in point (g) of Article 71 of the Securities Market Act without having been replaced. effectively in the conduct of the same according to the provisions of the previous numbers.

4. The concurrence of any of the causes of dissolution provided for in Article 260 of the Law of Companies Anonymous will also determine the opening of the process of replacement of the entity in charge. The concurrency of any such cause shall be communicated by the Entity in charge of the issuing Entity, being of application as provided in the preceding numbers.

5. The process of replacement of the entity in charge under the conditions set out in the preceding number shall also be opened where the penalty for revocation of the authorisation provided for in Article 102 (d) or suspension or suspension is imposed. limitation of the type or volume of activities within the scope provided for in Article 102 (b) and (e) of Article 103, all of which are covered by the Securities Market Act, in so far as these latter sanctions prevent the development of the activity provided in point (g) of Article 71 of that Law.

6. Without prejudice to the responsibilities arising, the National Securities Market Commission, when it considers substantial deficiencies in the conduct of the accounting records, may decide, after hearing the accounting records, to replace the The entity in charge shall be responsible for the costs incurred. The issuing entity shall designate a new Entity in charge within the month following the day on which such decision is notified to it.

7. In cases where the designation of the new Entity in charge does not occur within the time limit to which they relate. the preceding paragraphs shall be understood to have been the Securities Clearing and Settlement Service as provided for in Article 65 of this Royal Decree, which shall proceed without delay to adapt as many measures as are necessary to commence effectively take the accounting record. The same shall be done by the Service when, for exceptional circumstances, the National Securities Market Commission decides that the National Securities Market Commission shall immediately assume the carrying out of accounting records.

Section 2. Keeping of the accounting record

Art. 47. System for the registration of securities not traded on official secondary markets.

1. The accounting record of the securities integrated in an issue shall at all times reflect the balance of those belonging to each holder, with the breakdowns that are derived. In any event, those who are affected by limited real rights or other types of charges and those in respect of which they have been issued shall be the subject of a breakdown.

2. The balances referred to in the preceding number shall be expressed by means of a computerised system of numerical references which shall identify the issuer, the issue, the number of securities each of which includes the holder. In the case of a breakdown, such numerical references shall also identify the particular type of limited real right or levy and its holder or, where applicable, co-holders.

Art. 48. Checking balances.

1. The Entities in charge of the accounting record shall ensure that at all times the sum of the balances referred to in the preceding number matches the total number of values integrated in each issue.

2. To this end, they shall establish internal control and verification systems which shall communicate to the National Securities Market Commission prior to its implementation. The National Commission shall, where appropriate, make any comments which it considers appropriate in order to ensure the effectiveness of such systems, observations which shall be binding.

Art. 49. First enrollment of the values represented by the annotations in account.

1. The registration in favour of the subscriber of securities represented by means of account entries shall be carried out once the entity in charge of the accounting register has at its disposal the writing referred to in Article 6. This Royal Decree, and it consists of the consent or the existence of the orders of those, by virtue of relation subscribed by the issuing Entity. In the event that the placement of the issue has taken place through one or more Financial Entities, the mentioned relationship may be subscribed by it or by which it has acted as Director.

2. The first registration of securities represented by means of account entries resulting from the transformation of securities shall be carried out in accordance with the provisions of Article 4. of this Royal Decree.

Art. 50. Enrollment of the transmissions.

1. The entries arising from the transfer of securities shall be carried out by the Entities in charge, as soon as a public document or document issued by a Company or Agency of Accredited Securities of the act or contract is presented.

2. The provisions of the preceding number are without prejudice to the fact that the Entity must also proceed to register as soon as it is aware that the registered holder and the person to whom the securities are to be registered consent to the registration. Except where the Entity is satisfied that there is no true title, valid and sufficient to produce the transmission in question, where the registration is not performed.

3. Where the transfer relates to the ownership of securities subject to limited real rights or encumbrances, as soon as the registration is carried out, the entity in charge shall notify the holder, creditor or holder of the charge. which, without prejudice to the possibility of requesting and obtaining the issue of a new certificate. they must return the one they have issued in their favour, as soon as the transmission of the securities is notified to it.

4. The Entities must always obtain the proper documentary accreditation of the concurrency of the consents and will be left with a copy of the documents of the accrediting of the acts, contracts and notifications mentioned in the previous numbers. As regards the conservation of all these documents, the provisions of Article 30 of the Trade Code will be included.

5. In the event of the transfer of an undivided share of the securities, their registration in favour of the resulting co-owners shall be carried out, with a reduction of the same in the account of the transmittal or transmittal.

Art. 51. Registration of limited real rights or other charges.

1. Entries arising from the constitution or transmission of limited real rights or other charges on securities represented by means of account entries shall be carried out in accordance with the rules laid down in the previous Article.

2. The cancellation of limited real rights shall require a record of the consent of the holder or the accreditation of the determining factor of his or her extinction and, where appropriate, the refund of the certificates issued.

Art. 52. Amortization of values represented by annotations in account.

1. In the case of reduction of capital with redemption of shares, the entity in charge of the accounting record shall give the corresponding balances on the basis of the presentation of the reduction deed duly recorded in the register. Mercantile, which shall be deposited in accordance with the provisions of Article 9. of this Royal Decree.

2. In the case of amortisation for the payment of securities representing parts of a borrowing and the like, the entries shall be cancelled after the payment has been made to the holders. If the Entity in charge has no direct intervention in the payment, no such cancellation shall be made, but as long as the holder's consent is recorded or the payment of the payment issued by a Financial Entity is available.

3. For the remaining depreciation assumptions, a record of the consent of the titular holder or document of the extinction of the securities shall be required.

Art. 53. Enrollment of securities transmissions traded on organized markets.

When this is provided for in the authorization referred to in paragraph 3. of Article 77 of the Securities Market Act, and with the additional guarantees that such authorization imposes, the Entities in charge of the the accounting records of securities not traded on an official secondary market which, in turn, manage a system of settlement and clearing of transactions carried out in the relevant organised market, shall practice the registration of the transmissions derived from them by virtue of the mere communication which, under their responsibility, they are directed by the financial institutions that are members of the same.

Art. 54. Securities entered in favour of members of markets organised on behalf of third parties.

1. Financial institutions which have the status of a member of an organised market authorised under Article 77 of the Securities Market Act which have securities entered on behalf of third parties shall demonstrate that this is the case with the entity in charge of the market. keeping the accounting records, which shall include in its accounts the balance of those in such a situation. Such demonstration and constancy shall be produced in the terms set out in the said authorisation.

2. The financial institutions referred to in this Article shall always be at the disposal of the entity in charge of the accounting record, as well as the National Securities Market Commission, of the securities they have on behalf of third parties with an indication of their identity.

TITLE II

Settlement and clearing of stock trades

CHAPTER FIRST

General provisions

Art. 55. Settlement and clearing of stock trades.

1. The settlement of securities transactions shall take place by multilateral clearing, through the Securities Clearing and Settlement Service, of the securities and debt securities and cash debtors which, as a result of these transactions, are to each of the attached Entities.

2. As provided for in paragraph 2. of Article 54 of the Law on the Market in Securities, the above number is without prejudice to the fact that the Autonomous Communities with competence in the field may have the creation by the Companies Rector of own services of clearing and settlement of transactions on securities admitted to trading on a single Stock Exchange. In the event that they are believed, their organisation and operation shall respect the principles contained in this Title.

Art. 56. Guiding principles of the system.

1. The settlement and clearing system shall respond to the principles of universality, delivery against payment, objectification of the settlement date, delivery assurance and financial neutrality.

2. The system will be unique, allowing the smallest possible number of specialties depending on the different categories of values. All securities transactions shall be settled without prejudice to the provisions of paragraph 2 of the previous Article.

3. Transfers of securities and cash resulting from the settlement shall be conducted or ordered by the Service at the same time.

4. The settlement for each trading session shall take place a pre-fixed number of days thereafter. Prior to the start of the next session, the hiring account must be closed. The time limit between the sessions and the date of settlement of the operations under contract shall always be the same and as short as possible.

5. The Service shall have the mechanisms to enable it, without incurring any risk with its members, to ensure the provision of the securities to the securities or cash on the date referred to in the preceding number, by proceeding, where appropriate, to take on loan or to purchase the corresponding securities.

6. The clearing and settlement system shall be neutral in financial terms, by order of the Service, the charges and credits in the cash account that each Entity attached maintains in the Bank of Spain with the same day and in such a way that the resulting balance is available with that same valuation in any of the offices of that Bank located in the stock market.

CHAPTER II

Securing the delivery of the securities on the settlement date

Art. 57. Loan of securities.

1. Where the attached Entity fails to comply with its delivery obligation for failure to place the corresponding securities on the Service's disposal, it shall proceed to take them on loan for delivery to the creditor Entity at the settlement date.

2. The Securities Clearing and Settlement Service shall subscribe with any Entity attached to a regulatory contract that shall govern the loan contracts referred to in the preceding number, in accordance with the model approved by the National Market Commission. values. Such a contract shall be adjusted as a minimum to the following:

a) They may be the object of the loan, both property values of the Entity adhered to and the values of its customers. In the latter case, the consent of the holder of the securities to be entered must be entered in writing, in turn, the appropriate contract with the entity adhered to the model which the National Commission of the Market of the Values, in which it will be expected, in particular. the compensation scheme to that holder on the basis of the economic rights generated during the agreed transfer of securities, which shall be in accordance with the terms established in relation to the credit system in cash stock transactions.

(b) Without prejudice to its cancellation before maturity, the maximum duration of the loans shall always be the same, with no possibility of extension.

e) The remuneration of the loans shall be calculated on the market value of the securities on the day on which the corresponding contracts are refined.

d) The contract will determine the system of designation of lenders by the Service.

3. The Service shall return the securities borrowed from the seller or, failing that, those acquired with this exclusive purpose on the market.

4. The attached entity which is delayed in the making available to the Securities Service shall, during the delay, keep a free deposit on a daily basis up to an amount equal to the difference between the value of the contribution the previous day and the price satisfied by the buyer. The Service shall check, before the commencement of each session, that this obligation is complied with, proceeding in the event of non-compliance, to acquire on the same day the securities to proceed with the immediate return of those taken on loan.

5. The Securities Clearing and Settlement Service shall determine, with the approval of the National Securities Market Commission, the rules of preference to be followed for the determination, where several, of the transactions to which it is wound up. shall be provided by the loans provided for in this Article.

Art. 58. Repurchase of securities on the market.

1. Where the Securities Clearing and Settlement Service cannot take them on loan for lack of available securities, it shall be repurchased from the market for delivery to the buying party.

2. The acquisitions referred to in this Article and in numbers 3 and 4 of the above shall be effected by the Service through a market member and shall be financed by means of the funds received from the buying party and those deposited by the party. seller. In all such cases, the Service shall claim, as a penalty, the corresponding attached Entity, the percentage of the price that is satisfied by itself as a preliminary and general character.

Art. 59. Control of delays and penalties.

1. The Securities Clearing and Settlement Service shall be in strict control of the delivery delays incurred by the attached Entities.

2. The Service shall establish, without prejudice to the provisions of Article 79 (4) of this Royal Decree, a system of penalties for progressive amounts depending on the volume and frequency of delays.

CHAPTER III

Effective Settlement

Art. 60. Settlement of staff.

1. The settlement of assets resulting from the purchase of securities shall be carried out by means of fertilisers and debits in the cash accounts opened at the Banco de España by the institutions themselves or in the accounts held by the Bank of Spain. Entities designated as addresses.

2. Such credits and debits shall be the result of net balances resulting from the clearing that are reported by the Securities Clearing and Settlement Service to the Banco de España and shall be produced, at most, within the day following that of the such communication.

3. The Securities Clearing and Settlement Service may decide on formulas to ensure the immediate effectiveness of the payments in case of insufficient funds in the accounts, in the case of the appropriate funds refunds. shall be held in respect of the securities referred to in the following Chapter.

CHAPTER IV

Market Warranty Fiances

Art. 61. Characteristics, amounts and allocation of collective bonds of members of the Bags and other attached Entities.

1. The members of each stock exchange and the other attached entities participating in the settlement shall constitute a collective bond in order to ensure that they are in compliance with the pending settlement operations. This security shall not be liable to clients or persons or entities other than the Entities mentioned. Against these, the condition shall be strictly limited to the obligations arising out of the securities transactions in which they participate or mediate.

2. The overall amount of the security corresponding to the whole of the Entities participating in the settlement of the securities transactions shall be determined by the National Securities Market Commission and shall not exceed the result of applying the the daily maximum fluctuation of the average daily positions to be settled. The annual estimate shall be reviewed and completed quarterly in the light of the evolution of the volume of the stock market activity in order to ensure, on a permanent basis, a sufficient level of guarantee. The distribution of the overall figure thus determined among the different Entities shall be carried out by the National Securities Market Commission in proportion to the volume of securities settlement of each of them. The share of the participation allocated to each Entity shall also be the subject of quarterly review, taking into account the same criteria.

3. The materialization of such a bond must be made before the Securities Clearing and Settlement Service:

a) By cash deposits.

b) By means of public debt securities.

(c) By means of an endorsement by a credit institution other than the group of the endorsed and with sufficient solvency in the judgment of the Securities Clearing and Settlement Service.

(d) By means of security insurance or any other financial formula which, in the service of the Service itself, provides a sufficient and liquid guarantee of risk cover.

In any event, the payment under the loan guarantee must be made effective no later than twenty-four hours after the time it is required by the Securities Clearing and Settlement Service.

4. The granting and maintenance of the bail in the terms provided for in this chapter will be indispensable to operate on the relevant Exchange or through the Stock Interconnection System, as well as participate in the settlement.

Art. 62. Management of the sureties.

The Securities Clearing and Settlement Service shall be in charge of the management of the collective bond, both for the purposes of the constitution or, the lifting of the individual contributions of the attached Entities, as well as the (a) the management of the assets and liabilities of the financial assets and liabilities of the financial assets of the undertaking; The accounts shall include, in separate headings, the rights and obligations relating to this security.

Art. 63. Ordinary rules of operation.

1. The part of the collective bond to be lodged and maintained by each Entity adhered to, without limitation, shall be liable to the fulfilment of the obligations incurred by it in the liquidation. In addition, the latter must respond, as a bail, to the fulfilment of the obligations of the remaining Entities in the amount and proportion indicated in the following number. For the purposes of this number, it shall be understood that the obligation to liquidate only corresponds to the attached Entities other than the members of the Bags that have participated in or mediated the corresponding transactions when the orders have been submitted through them or when they have accepted the responsibility of the delivery to a member.

2. If an attached Entity ceases to attend to all or part of the settlement, the Securities Clearing and Settlement Service shall immediately execute the portion of its security required to cover the amount of the overdraft. If the security of the Entity which has not been settled is insufficient, the Service shall apply for the satisfaction of the said deposit the bail portion of the others on a pro rata basis.

3. Where the security of any entity adhered to, by reason of the causes provided for in the previous paragraph or by any other, shall fall below the minimum level set by the National Securities Market Commission for the current quarter, the Clearing and Settlement of Securities will require the affected to return your bail within the maximum two working days. If the bond has not been restored, the Service may agree to the temporary suspension of the delinquent Entity in its condition of Entity adhered to and will grant it a new period of seven days for it to return, giving account of this to the National Securities Market Commission. The latter the National Securities Market Commission shall initiate the sanctioning file in accordance with the provisions of Chapter II of Title VIII of the Securities Market Act. If the attached Entity holds the status of a member of a Stock Exchange, the Rectoring Company will suspend it in this condition until the suspension agreed by the Service is maintained unless it guarantees to the satisfaction of this that its operations will be properly cleared through another or other attached Entities.

Art. 64. Special rules of operation.

1. If one or more of the attached Entities will be at risk for outstanding transactions that are significantly higher than the coverage of their bond, the Securities Clearing and Settlement Service shall require them to do so within two days. They supplement their bail. If the requested Entity does not do so, the Service shall agree to suspend it on a provisional basis in the condition of the Entity attached, giving the National Commission of the Stock Market immediately, acting in the other way. provided for in the previous Article 3 (3

.

2. In all cases where, as a result of the provisions of this Article or in the previous article, part of the bond of the attached Entities is applied to cover the insufficiency of the other, the Clearing and Settlement Service Values shall be legitimised for the exercise of the corresponding return action. The economic results of the action shall be made available to the Entities in proportion to the willing portion of each of them.

TITLE III

Securities Clearing and Settlement Service and Adhered Entities

CHAPTER FIRST

Securities Clearing and Settlement Service

Art. 65. General characterization.

1. A Company will be constituted, which, with the name of Service of Compensation and Settlement of Securities, will develop the functions attributed to it by Law 24/1988, of July 28, and this Royal Decree,

2. Such a Service may not engage in any financial intermediation activity or the activities listed in Article 71 of Law 24/1988, except as referred to in point (g) thereof, and shall refrain from taking risks with the participants in the compensation and settlement.

Art. 66. General functions.

1. The compensation of securities and cash arising from the trading on the Stock Exchanges may only be managed by the Securities Clearing and Settlement Service, without prejudice to the provisions of paragraph 2. of Article 54 of the Law of the Stock Market.

2. The Service shall, in accordance with the terms laid down in Chapter II of Title I of this Royal Decree, bear the accounting record corresponding to the securities represented by account entries admitted to trading on the Stock Exchanges, as for those in respect of which admission is requested or is to be requested.

3. It may also take the accounting record of other securities not admitted to trading on the stock exchange, in accordance with this case as provided for in Chapter III of Title I of this Royal Decree. For these purposes, the Service shall be deemed to have the status of the Securities Agency in which the activity statement is contained in point (g) of Article 71 of the Securities Market Act.

4. The Securities Clearing and Settlement Service may participate in the capital of Entities engaged in the clearing and settlement activity or the holding of the securities accounting record.

5. It shall be regarded as an activity carried out by the Service itself for the clearing and settlement of securities transactions held by Entities in which it is the majority or with which it holds a convention in which it is reserve powers are reserved.

Art. 67. Social statutes.

1. Prior to its constitution, the draft Statute of the Company's Limited Securities Clearing and Settlement Service will be submitted for approval by the National Securities Market Commission.

2. Modifications to the Service Statutes shall be subject to the procedure set out in the preceding number.

3. The National Securities Market Commission may condition the approval of the Social Statutes and its modifications to the introduction of any alterations necessary to ensure:

(a) Compliance with the provisions of the Securities Market Law and the provisions that develop it and, in particular, the provisions of this Royal Decree.

b) The explicit contemplation of those extremes that are considered to be of interest to ensure the proper development of their social object and the absence of ambiguous or insufficiently developed norms.

c) In general, the respect, in the scope of the general functions attributed to the Service by this Royal Decree, of the inspiring principles of the Law of the Market of Values.

4. The Social Statutes of the Service shall be based on the objectives of the market and the common interest of the partners and shall specify:

(a) The agreements of their collegiate bodies which will require qualified majorities for their adoption.

(b) Any limitations on the ownership or exercise of social rights, in particular those of a vote, which, in accordance with applicable commercial law, are established in the avoidance of excessive concentrations of the social power.

Art. 68. Board of Directors and Director General.

1. The Service shall have a Board of Directors composed of at least five persons and with a Director-General whose respective roles shall be defined by the Social Statutes.

2. The appointment of the members of the Board of Directors and the Director-General shall be approved by the National Securities Market Commission.

3. Meetings of the Board of Directors may be attended, in a voice but without a vote, by a delegate appointed by the National Securities Market Commission. That delegate may request the Chairman of the Board of Directors to call for it and the inclusion of points on the agenda of its meetings.

Art. 69. Social capital.

1. The actions of the Service shall be nominative and shall be fully disbursed from its foundation.

2. Shareholders of the Service will be the Company of the Rector of the Stock Exchanges and the Entities attached, with two caveats regarding the latter:

(a) The attached entities that hold the status of a member of a Stock Exchange and who are not part of a group to which also non-member attached Entities may choose to participate in the capital of the Service only indirectly, through its participation in the capital of the corresponding Rectoring Societies;

(b) In no case may more than one Entity be directly involved in the capital of the Service in the case of economic groups of which several of them are formed.

3. The participation of the Rectoring Societies will represent 40 per 100 of the capital of the Service, distributing among them in the terms that they agree, that they will have to take into consideration the respective volume of contracting; in defect of agreement, will be determined by the National Securities Market Commission. However, that 40 per 100 shall be reduced by the deduction of the percentage representing the total of the direct holdings of the entities referred to in point (a) of the preceding number. The percentage to be allocated to these shall be determined by the proportion representing the volume of the transactions settled with their participation in relation to the total volume cleared during the financial year immediately preceding the date of the allocation should take place.

4. The remaining 60 per 100 of the capital shall be distributed, subject to the limitation set out in point (b) of the preceding number 2, between the attached entities other than those referred to in point (a). Such distribution shall be in proportion to the overall volume of the transactions settled with the participation of the set of integrated entities incorporated in the respective group during the financial year immediately preceding the date on which the the distribution takes place.

Art. 70. Changes in social capital.

1. Within two months of the approval of its annual accounts, the Service will proceed to adapt the shares in its capital of each of its shareholders, in order to make effective the incorporation of new Entities, the departures the changes resulting from the change in the relative share of the Entities or their groups in the total volume cleared during the previous financial year. The result of this adaptation process will be communicated to the National Securities Market Commission.

2. In order to enable the preceding adaptations, the Service shall be required to increase or reduce its capital to the extent necessary, unless it is chosen to make it effective by buying or selling it or by its shareholders of the corresponding actions. For the increases or reductions in capital referred to in this article, the agreement of the Board of Directors shall be sufficient, not being applicable to the provisions of Articles 158 and 166 of the Law on Limited Companies. In the case of a reduction in capital, the shareholders to whom their contributions are returned shall be liable, up to the amount of the contributions and for the following three years, of the debts incurred by the Service prior to the reduction.

3. In the cases referred to in the preceding number, the share price shall be the theoretical value resulting from the last approved balance sheet.

4. Increases and reductions in capital that do not relate to the process of adaptation of shares referred to in this Article shall be subject to the general regime established by the Law on Limited Companies, with the exception that actions to be issued may be subscribed only by the shareholders and in the same proportion as the shareholders at the time of the adoption of the relevant agreements.

Art. 71. Economic regime.

1. The social capital of the Service will be the necessary to ensure the achievement of its social object. The external resources shall at no time exceed the accounting value of own resources. Until the accounting value of the assets of the Service reaches an amount equal to twice the share of the share capital, it shall not distribute dividends.

2. The Service shall draw up a budget estimate to be submitted for approval by the National Securities Market Commission before 1 December of each year.

3. The Service will act under the principles of renting out its own resources and covering its users of the cost of the service provided. To this end, the Service may require remuneration for the goods or services it provides, including the payment of amounts for the carrying out of the accounting records of the securities represented by means of account entries as well as the management of the compensation of securities and cash.

4. The budget of the Service shall cover all expenditure with its revenue. If, exceptionally, this is not possible, the Service may require from the Entities the additional revenue to ensure that the balance is in accordance with the imputation criteria set out in the Statutes. The budget shall state in detail the prices and charges to be applied for obtaining the expected revenue. The National Securities Market Commission may impose its modification where such prices or commissions are contrary to the principle of financial equilibrium set out in this Article, where consequences of its application are derived disturbing for the development of settlement and clearing or where unjustified discrimination between users is introduced.

5. The Service shall submit its annual accounts for approval, after audit of the accounts in accordance with the terms of Article 86 of the Securities Market Act. The audit report shall be sent to the National Securities Market Commission for examination, which may make any recommendations it deems appropriate without prejudice to the other powers that correspond to it. legislation in force.

6. In the event that the Outcome Account at the end of the financial year has been lost as a result of oversold circumstances, it will be in line with the Company Law to re-establish the balance between capital and equity.

Art. 72. Monitoring functions.

1. Without prejudice to the powers of supervision, inspection and sanction corresponding to the National Securities Market Commission or, where appropriate, the corresponding Autonomous Community, in accordance with Title VIII of the Securities Market Act, the Service shall ensure the appropriate Illevance of the accounting records by the attached Entities and by the correction and efficiency of the clearing and settlement processes of the stock trades.

In compliance with the function attributed in the previous number, the Service must:

(a) Immediately bring to the attention of the National Securities Market Commission or, where appropriate, of the Autonomous Community concerned, the facts and actions of which it has knowledge in the exercise of its functions own and which may lead to infringement of rules of mandatory compliance or deviation from the principles inspiring the regulation of the regulators of the Securities Market.

b) Require of the Entities attached to any information deemed necessary for the exercise of their supervisory functions and to inspect directly, in the premises of the Entities themselves and with their consent, the activities of these. In the absence of such consent, the Service shall communicate to the National Securities Market Commission, stating the particularities of the case.

c) To provide the National Securities Market Commission and, where appropriate, the corresponding Autonomous Community, how much assistance they request in their supervisory, inspection, and sanction functions.

3. The Service shall also provide, as requested, by the Companies Rector of the Stock Exchanges in the performance of their duties and, in particular, in the functions of reception and dissemination of information established in the Article 14 of Royal Decree 726/1989.

Art. 73. Management and administration functions.

1. The attached Entities and the Entities involved in the clearing and settlement of securities will be required to comply with all decisions taken by the Service in the framework of the functions attributed to it by the Law of the Securities Market and the present Royal Decree and, in particular, the rules of organisation and operation to be adopted.

2. Where the decisions referred to in the preceding number may affect the management of the clearing and settlement process or the system of conduct and control of the accounting records, the Service shall communicate them to the National Commission. of the Securities Market or, as the case may be, the corresponding Autonomous Community no later than 24 hours after its adoption and publish them in the Quotation Bags of the Stock Exchanges. Such public entities may suspend their application or leave them without effect when it considers that such decisions infringe the laws in force or prejudice the proper development of the clearing and settlement in accordance with the principles which, According to this Royal Decree, they must inspire them.

Art. 74. Advisory functions.

The Service shall advise the National Securities Market Commission and, where appropriate, the corresponding Autonomous Community, at the request of the latter or through the raising of motions, in all matters related to the compensation and settlement of securities and with the conduct of accounting records.

Art. 75. Complaints.

1. The Securities Clearing and Settlement Service will examine and respond to any claims made by the public in connection with its own registration or clearing and settlement activities or with those of the Entities. Wounds.

2. Without prejudice to the adoption of the necessary measures to correct the irregularities which the complaint may reveal, in the defence the Service shall act on its content, advising the claimant, where appropriate, on his or her rights and existing legal channels for their exercise.

CHAPTER II

Entities attached to the Securities Clearing and Settlement Service

Art. 76. Concept and classes.

1. They shall hold the status of Entities attached to the Securities Clearing and Settlement Service, the Securities and Exchange Companies and Agencies that are members of one or more Securities Exchange and the other Entities of those mentioned in the the following number to acquire that condition in accordance with the provisions of Article 78 of this Royal Decree.

2. They can acquire the condition of the attached Entity:

(a) Banks and Savings Banks, including the Spanish Confederation of Savings Banks and the Savings Bank, the official credit institutions, the Banco de España and the General Deposit Box.

(b) Companies and Securities Agencies that do not have the status of members of any Stock Exchange.

(c) Foreign entities carrying out activities similar to those of the Securities Clearing and Settlement Service.

Art. 77. Requirements.

In order for the Entities mentioned in the preceding article number 2 to be able to access the condition of the attached Entity they must have the appropriate control systems and technical means to attend to the functions that they are attribute, on which the Securities Clearing and Settlement Service will report. The Ministry of Economy and Finance or with its express rating, the National Securities Market Commission may determine requirements specifically due to the effect.

Art. 78. Procedure.

1. The Entities mentioned in the previous article must express their intention to accede to the condition of Entity attached to the Service, which, within two months, will transmit to the National Commission of the Market of Values the report previewed the previous article.

2. The acquisition of the condition of the attached Entity shall take place at the time of the approval of the Commission. However, their maintenance will be conditional, where appropriate, on the taking of the corresponding participation in the capital of the Service in the immediate process of adaptation of those provided for in Article 70.1 of this Royal Decree to take place.

Art. 79. Loss and suspension of the attached Entity condition.

1. The attached Entity condition is lost:

a) By resignation.

b) For not acquiring or subscribing to the corresponding actions in due course of the adaptation processes provided for in Article 70 of this Royal Decree, in which case the loss will refer to all the Entities attached of the affected group.

(c) For the loss of the status of the Company or the Securities and Exchange Agency as referred to in point (a) of Article 77 of the Securities Market Act.

d) Due to the lack of adaptation to technical requirements imposed by the modifications or improvements made by the Service or by legal provisions in the systems of keeping of the accounting and compensation records and settlement.

2. The loss of the condition of the attached Entity shall be effective from the day on which any of the circumstances referred to in points (a) and (c) of the preceding number occur, from the day on which the corresponding social agreement is adopted in the the case of point (b) or since the loss by the National Commission of the Securities Market on a proposal from the Service is agreed in the case referred to in point (d). However, the Service may defer the return of the relevant contributions until the next process of adaptation of the units in its capital is to take place.

3. On a proposal from the Securities Clearing and Settlement Service, the National Securities Market Commission may agree to suspend the condition of Entity adhered to those Entities that are in arrears in the payment of any debts that they would have incurred with the Service.

4. Also. when the attached Entities do not reach the minimum volumes of compensation and settlement established by the Ministry of Economy and Finance or, with their express rating, the National Securities Market Commission, is, on a proposal of the Service, you may agree to the loss of your condition. Also on a proposal from the Service, in the event of repeated non-compliance with its duties in the settlement process, including delays, the Commission may agree to suspend or forfeit the condition of Entity attached to the Entities. defaulters.

5. From the moment the suspension or loss of the condition of the attached Entity occurs, the activities of that condition cannot be developed. without prejudice to the completion of the ongoing operations and to the performance of the registration activities resulting in a reduction in the volume of securities recorded in the Entity. In cases of suspension, the Entity that is a shareholder of the Service shall retain the rights and obligations that correspond to it as a partner of an anonymous company, but may not participate in the adoption of decisions that may affect the the organisation or operation of the clearing and settlement processes.

6. Both the loss and the suspension of the condition of the attached Entity must be published in the Bulletin of the Quotation referred to in Article 14 of Royal Decree 726/1989.

ADDITIONAL DISPOSITION

Term of settlement and duration of loans.

The National Securities Market Commission may set a maximum period for both the purposes of the provisions of Article 56 (4) and the provisions of Article 57 (2) (b) of this Royal Decree.

TRANSIENT PROVISIONS

First. Transformation to annotations in account of fungible titles.

1. It shall be a prerequisite for the conversion into securities represented by a note of securities included in the fungibility system set up by Decree 1128/1974 of 21 April, which has been carried out, with reference to each value, the tonnage and the quadre of the files of technical references and the number of titles deposited in the Stock Exchanges and the Depository Entities, as well as the documentary record of the conformity of these with said frame.

2. As soon as the date of the case referred to in the preceding number has been made, the cancellation of the balances of securities referred to in Article 6.5 of Decree 1128/1974 may be no longer applicable.

3. The Entities attached to the system and the members of the Stock Exchange shall provide as much collaboration as required by the Rector Societies in the development of the verification activity referred to in the number 1 of this transitional provision.

4. The conversion shall take place on the date for each value determined by the Securities Clearing and Settlement Service, which shall send the attached Entities the instructions under which it shall be made effective. This date will be the subject of communication to the issuing entities and publication in the "Official Gazette of the Commercial Registry", in the "Boletín de Cotization" and in a newspaper, at least, of national circulation. The last of these publications must take place two months in advance of the date of the transformation.

5. Before a year has elapsed since the transformation, the public deed shall be granted, in the case of amendment of the Statute, in which the change in the mode of representation and the other requirements referred to in the Article shall be recorded. 6. º of this Royal Decree.

6. Once the public deed has been granted, as referred to in the preceding number, the attached entities may proceed to the destruction of the securities, extending the corresponding document in which it is stated, which shall also be signed by a representative. of the issuer. In any case, the titles which are not destroyed must be visibly shown to have been cancelled.

7. Titles not included in the System of Decree 1128/1974 of the same issue as others included in it must be included in that System before the date of transformation, for which the appropriate application must be submitted with 15 days at least in advance. In the absence of the inclusion before the date expressed, the corresponding titles shall be cancelled, with the provisions set out in Article 4 and 5 of this Royal Decree being applied.

Second. Transformation in annotations on account of other securities to the carrier traded on the Stock Exchange.

1. A bearer's securities admitted to trading on a stock exchange not included in the system provided for in Decree 1128/1974 and belonging to issues not covered by the system shall be transformed into securities represented by means of a the extent to which they are presented to any of the entities attached to such an object, in order to fulfil the obligation of delivery arising from stock transactions, for any other reason. Such presentation shall take place within six months from the date determined by the Securities Clearing and Settlement Service, which shall be communicated to the issuing Entities and published in the "Official Journal of the Register". Mercantile " in good time.

2. If the securities are filed, each Entity attached shall direct communication to the Securities Clearing and Settlement Service, which shall issue the appropriate registration references and shall pay the corresponding securities in the accounts of the Securities Clearing and Settlement Service. Communicated by the Service to the Entities attached to the assigned registration references, they will practice the relevant inscriptions in the accounts of their clients.

3. By way of derogation from the foregoing numbers, the processing in the accounts of the securities held by the institutions themselves shall take place on the date indicated by the Clearing and Settlement Service. Values according to the provisions of the number 1 of this transitional provision, in which the corresponding communications shall be addressed to the Service, proceeding in the form set out in its number 2.

4. The time limit referred to in the first number of this transitional provision shall be extinguished by the issuing Entity, within one year, the corresponding public deed, if any, of the amendment of the Statute, in which the change in the mode of representation of the securities and the other requirements set out in Article 6. of this Royal Decree.

5. After the period of six months provided for in paragraph 1 of this transitional provision, the provisions of paragraphs 4 and 5 of Article 4. of this Royal Decree shall apply.

Third. Processing into annotations in account of other nominative titles.

1. Nominative securities admitted to trading on a stock exchange not included in the system provided for in Decree 1128/1974 shall be transformed into securities represented by means of annotations in account on the basis of the information contained in the records of the the issuing Entities and with reference to the date to be determined by the Securities Clearing and Settlement Service, which shall be the subject of communication to those Entities and of publication in the "Official State Gazette" and in the Quotation with at least three months in advance.

2. The Service shall issue the appropriate registration references and communicate them, with an indication of the balances belonging to each holder, to the Depositary Entities of the titles or extracts of the registration proceeding and to open in the date of the relevant accounts and the relevant fertilisers.

3. Produced the transformation and granted within one year the writing referred to in its article 6. º shall be applicable as provided for in the numbers 4 and 5 of article 4. º of this Royal Decree.

Fourth. Conversion of securities subject to actual duties or charges.

When securities that are transformed are subject to limited real rights or encumbrances, they must be entered in the corresponding accounts. Unless it already has its existence to the attached Entity, such inscriptions shall be carried out in accordance with the provisions of Article 39 of this Royal Decree.

Fifth. Constitution of the Service.

1. The formation of the Service of Compensation and Settlement of Securities will be initiated after the entry into force of this Royal Decree and can take place by simple transformation of the promoter Society that, with the participation of the Stock exchanges and other entities interested in clearing and settlement may have been constituted. To this end, it will be necessary that at the time when such a transformation occurs the distribution of capital will be in accordance with the criteria set out in Article 69 of this Royal Decree.

2. From the time of its establishment, the Clearing and Settlement Service shall be responsible for the management of the tasks required to carry out the processing of securities in annotations; but it shall not assume the functions of the clearing and securities settlement until it has, in fact, the right means to do so.

3. In order for the Service to assume the management of the Compensation and Liquidation, it will also be necessary that the collective of Entities in possession of the authorization necessary to hold the condition of Entities adhered, according to the provisions of Articles 77 and 78 of this Royal Decree. As a result, the circumstance of holding the status of a partner at the time of the establishment of the Service does not automatically imply that such partners also enjoy the condition of the attached Entities.

4. The verification that the Service has the appropriate means for the correct performance of the clearing and settlement tasks, as provided for in the number 2 of this provision, and that the Entities attached to the terms have been defined It is for the National Securities Market Commission, which will have to approve in an express manner the specific date on which the Service will assume the functions of Compensation and Liquidation. It may also approve the introduction of the new system of clearing and settlement of securities entered in a gradual manner, if appropriate, and this does not affect the essential elements of the notes on account as set out above. in this Royal Decree.

5. The clearing and settlement functions, once assumed by the Service, shall be carried out by the Service, irrespective of whether the clearing and settlement involves securities already processed in the notes, or which are still outstanding. transformation, without other adaptations or adjustments for the different form of representation than those that proceed according to the final disposition of this Royal Decree. Consequently, and from the very moment the Service assumes the functions of Compensation and Liquidation, the Rector Societies will cease in them, which, in application of the transitional provision of the Law of the Market of Values, came performing them before.

Sixth. Application of the Royal Decree.

Before two years have been completed since the entry into force of this Royal Decree, the Securities Clearing and Settlement Service will produce a report on the problems that have arisen in its implementation and the reforms. which, in your opinion, should be inserted in your text. This report will be raised, through the National Securities Market Commission, to the Ministry of Economy and Finance.

FINAL DISPOSITION

The Minister of Economy and Finance or, with his or her rating, the National Securities Market Commission will dictate the precise provisions for the implementation and development of the provisions of this Royal Decree, without prejudice to the specific ratings on the contents and the management powers corresponding to the Securities Clearing and Settlement Service as provided for.

REPEAL PROVISION

Decree 1128/1974 of 25 April 1974 is repealed. on the System of Settlement and Clearing of Stock Exchange and Deposit Securities; the Order of 20 May 1974, which developed it, and Articles 23 to 26 and the eighth additional provision of Royal Decree 726/1989, on Collecting societies and members of the Stock Exchanges, the Society of Bags and Collective Bail, as well as any provisions of equal or lower rank that are opposed to the provisions of this Royal Decree, the entry into force of which will take place in the terms provided for in the Civil Code. However, during the period up to the complete transformation of securities listed in securities represented by means of account entries, the Securities Clearing and Settlement Service may continue to use and apply the operational procedures referred to in those provisions, adapting them to the systems, timetables and methods to be introduced in the service of such processing.

Given in Madrid, 14 February 1992.

JOHN CARLOS R.

The Minister of Economy and Finance,

CARLOS SOLCHAGA CATALAN