Under the first provision of Law 19/1989, of 25 July, of partial reform and adaptation of commercial law to the Directives of the European Economic Community (EEC) on Societies, on a proposal from the Minister of Justice, prior to the report of the General Council of the Judiciary, in agreement with the Council of State, and after deliberation by the Council of Ministers, at its meeting on 22 December 1989,

DISPONGO:

Single item.

The following recast text is approved for the

ANONYMOUS COMPANY LAW

CHAPTER FIRST

General provisions

Article 1. Concept.

In the Company, the capital, which will be divided into shares, will be integrated by the contributions of the partners, who will not personally respond to the social debts.

Art. 2. º Denomination.

1. The name of the Company must necessarily include the indication "Company Anonymous" or its abbreviation " S. A. ".

2. A name identical to that of another pre-existing company may not be adopted.

3. Further requirements for the composition of the social name may be laid down.

Art. 3. Business Character.

The Anonymous Company, whatever its object, will have a commercial character, and as soon as it is not governed by its specific provisions, it will be subject to the provisions of this Law.

Art. 4. Minimum Capital.

Social capital may not be less than 10,000,000 pesetas and shall be expressed precisely in this currency.

Art. 5. Nationality.

1. All the companies that have their registered office in Spanish territory shall be Spanish and shall be governed by this Law, regardless of the place in which they were constituted.

2. The companies of Anonimas, whose principal establishment or operation within their territory, must have their registered office in Spain.

Art. 6. Home.

1. The Company shall establish its domicile within the Spanish territory at the place where the Centre of its effective administration and management is located, or in which it radiuses its principal establishment or operation.

2. In the event of a disagreement between the registered office and the registered office in accordance with the preceding paragraph, third parties may consider any of them as their domicile.

CHAPTER II

From the foundation of the Society

Section first. From the Constitution of the Society

Art. 7. Constitution and registration.

1. The Company shall be constituted by public deed, which shall be entered in the Trade Register. With the registration you will acquire the Company Anonymous your legal personality.

The covenants that are reserved among the partners will not be opontable to the Company.

2. The registration of the articles of association and of all other acts relating to the Company may be carried out on the grounds that the tax has been applied for or carried out in respect of the registration.

3. The registration of the Company shall be published in the "Official Gazette of the Commercial Register", in which the data relating to its articles of incorporation that are regulated shall be entered.

Art. 8. Deed of constitution.

In the writing of the constitution of the Society will be expressed:

(a) The names, surnames and age of the licensors, if they are natural persons, or the name or social reason if they are legal persons and, in both cases, nationality and domicile.

b) The will of the grants to found a Company.

c) The cash, goods or rights that each partner contributes or requires to contribute. indicating the title in which it does so and the number of shares attributed in payment.

d) The total amount, at least approximate, of the expenses (constitution, both of the already satisfied and of the merely intended until the one is constituted.

e) The Statutes to govern the functioning of the Society.

(f) The names, surnames and age of persons who are initially responsible for administration and social representation, if they were natural persons, or their social name if they were legal persons and, in both cases, their nationality and domicile, as well as the same, circumstances, if any, of the auditors of the Company.

Art. 9. Social Statutes.

In the Statutes to govern the operation of the Company, it will be stated:

a) The name of the Company.

b) The social object, determining the activities that integrate it.

c) The duration of the Society.

d) The date on which you will start your operations.

e) The registered office, as well as the body responsible for deciding or agreeing to create, delete or transfer branches.

(f) Social capital, expressing, where appropriate, the portion of its undisbursed value. as well as the form and the maximum period in which the passive dividends have been satisfied.

g) The number of shares in which the share capital is divided by its nominal value: its class and series, if there are several, with exact expression of the nominal value, number of shares and rights of each of the classes; actually paid: and if they are represented by means of securities or by means of annotations account. If they are represented by means of securities, they must be indicated if they are nominative or bearer and if multiple securities are provided for.

(h) The structure of the body to which the management of the Company is entrusted, determining the Administrators to whom it confers power of representation, as well as its regime of action, in accordance with the provisions of this Law and in the Regulation of the Trade Register. In addition, the number of Administrators shall be expressed, which in the case of the Council shall not be less than three, or at least the maximum and minimum number, as well as the term of the term of office and the system of its remuneration, if they have it.

i) The way to deliberate and adopt their agreements the collective organs of the Society.

j) The closing date of the social exercise. In the absence of a statutory provision, the social exercise shall be deemed to end on 31 December of each year.

k) Restrictions on the free transmissibility of shares when they have been stipulated.

(l) The system of ancillary services, where the content of the services is expressly mentioned, its free or paid character, the actions which have the obligation to carry them out, such as any criminal clauses inherent in their non-compliance.

m) Special rights which, if any, are reserved for the founders or promoters of the Company.

Art. 10. Autonomy of the will.

In writing, it may also include all the covenants and conditions that the founding members consider appropriate to establish, provided that they do not object to the laws or contradict the principles of configurators of! to Society Anonymous.

Art. 11. Advantages of the founders.

1. The founders and promoters of the Company may reserve special rights of economic content, the value of which as a whole, whatever their nature, may not exceed 10 per 100 of the net profits obtained by Balance, one time deducted the quota for the legal reserve and for a maximum period of 10 years.

2. These rights may be incorporated into nominative titles other than shares, the transmissibility of which may be restricted in the social statutes.

Art. 12. Minimum initial subscription and disbursement.

A Company may not be established that does not have its subscribed capital fully and disbursed in a quarter, at least, the nominal value of each of its shares.

Art. 13. Foundation procedures.

The Company may be founded in a single act by Convention among the founders, or in succession by public subscription of the shares.

Section 2. From the fundaciOn simultAnea

Art. 14. Number of founders.

1. In the case of a simultaneous foundation or a convention, people who grant social writing and subscribe to all actions will be founders. Your number may not be less than three.

2. Companies incorporated by the State, Autonomous Communities or Local Corporations, or by entities or entities of which they are dependent, are exempted from the provisions of the previous paragraph.

Art. 15. Society in training.

1. For the acts and contracts concluded on behalf of the Company prior to their registration in the Trade Register, they shall be jointly and severally liable to those who have concluded them, unless their effectiveness has been conditional upon registration and, in their case, subsequent assumption of the same by the Society.

2. For the acts and contracts indispensable for the registration of the Company, for those made by the Administrators within the faculties that confers the writing for the phase prior to the registration and for those stipulated by virtue of A specific mandate for individuals to this end designated by all the partners, will respond to the Company in formation with the assets formed by the contributions of the partners. The partners will respond personally to the limit of what they would have been required to contribute.

3. Once registered, the Company shall be bound by the acts and contracts referred to in the preceding paragraph. The Company will also be obligated for those acts that it accepts within three months from its registration. In both cases, the liability of partners, administrators and representatives referred to in the preceding paragraphs shall cease.

4. In the event that the value of the social patrimony, together with the amount of the expenses necessary for the registration of the Company, is less than the capital, the partners will be obliged to cover the difference.

Art. 16. Irregular society.

1. Verified the willingness to not register the Company and, in any case, after one year from the granting of the writing without having been requested to be registered, any partner will be able to urge the dissolution of the Society in formation and demand, prior to the liquidation of the social assets, the return of their contributions.

2. In such circumstances, if the Company has initiated or continues its operations, the rules of the Collective Society or, where applicable, those of the Civil Society shall apply. The third paragraph of the foregoing Article shall not apply to the subsequent registration of the Company.

Art. 17. Application for registration.

1. The founders and directors of the Company shall have the necessary powers for the filing of the deed of incorporation in the Commercial Registry and, where appropriate, in the Registry of the Property, as well as to request or practice the liquidation and to make the payment of the corresponding taxes and expenses.

2. The founders and administrators shall submit to the Commercial Registry of the registered office the writing of the constitution within two months from the date of their granting and shall respond jointly and severally to the damages and damage caused by the failure to comply with this obligation.

Art. 18. Responsibility of the founders.

1. The founders will respond in solidarity to the Society, the shareholders and the third parties, the reality of the social contributions, the valuation of the non-cash, the adequate investment of the funds for the payment of the expenses of the constitution, of the record of the constitution of the aforementioned required by the law and of the accuracy of the declarations made in that law.

2. The responsibility of the founders will reach the people on whose behalf they have worked.

Section 3. From the succession foundation

Art. 19. Scope of application.

Whenever prior to the granting of the writing of the Company's constitution, a public promotion of the subscription of the shares by any means of advertising or by the acting of intermediaries is made. financial, the rules provided for in this section will apply.

Art. 20. Foundation program.

1. In the foundation for public subscription, the promoters shall communicate to the National Securities Market Commission the draft issuance and draft the foundation program, with the information they deem appropriate and necessarily with the following:

(a) The name, surname, nationality and address of all promoters.

b) The literal text of the statutes which, if any, should govern the Company.

(c) The period and conditions for the subscription of the shares and, where applicable, the Entity or Credit Entities where the subscribers shall pay up the sum of money they are required to deliver to subscribe to them.

It should be expressly mentioned whether or not the promoters are entitled to extend the subscription period if necessary.

(d) Where non-cash contributions are projected, in one or more times, the programme shall make sufficient reference to its nature and value, the time or times at which it is to be carried out and, finally, the name or the social name of the contributors. In any event, the place where the explanatory memorandum and the technical report on the assessment provided for in Article 38 shall be available to the subscribers shall be expressly mentioned.

(e) The Trade Register in which the deposit of the foundation program and the information prospectus of the issue of shares are made.

(f) The criterion for reducing stock subscriptions in proportion to those made, where the total of those rebases the value of the capital, or the possibility of constituting the Company for the total subscribed value, is greater than or less than the one announced in the foundation program.

2. The foundation program will end with an excerpt in which its content will be summarized.

Art. 21. Program repository.

1. The promoters, before carrying out any publicity of the projected company, must provide the National Securities Market Commission with a full copy of the foundation program to which they will accompany a technical report on the viability of the Projected company and documents that collect the characteristics of the shares to be issued and the rights that are recognized to its subscribers. They shall also provide an information leaflet, the content of which shall be in accordance with the regulatory requirements of the Securities Market.

The program must be signed by all the promoters, whose signatures will have to be legitimized. The prospectus shall also be subscribed by the financial intermediaries who, where appropriate, are responsible for the placement and insurance of the issue.

2. The promoters shall also deposit a printed copy of the foundation programme and the information leaflet in the Mercantile Register. Such documents shall accompany the certificate of their prior deposit with the National Securities Market Commission.

By means of the "Official Gazette of the Commercial Registry" will be made public both the fact of the deposit of the indicated documents and the possibility of its consultation in the National Commission of the Market of Values or in the Registry itself Mercantile and an extract of its contents.

3. In any publicity of the projected Company, the offices of the Securities Market Commission and the Commercial Registry shall be mentioned in which the deposit of the foundation program and the information booklet has been made, as well as the credit referred to in point (c) of the first paragraph of the previous Article in which the public wishing to subscribe printed copies of the information leaflet shall be made available to the public.

Art. 22. Subscription of shares and disbursement.

1. The subscription of shares, which may not alter the terms of the foundation programme and the information leaflet, must be made within the time limit laid down in that programme or of its extension, if any, after payment of 25 per 100, to the less, of the nominal amount of each of them, which must be deposited in the name of the Company in the Entity or Credit Entities that the effect is designated. Non-cash contributions, if any, shall be made in the form provided for in the foundation programme.

2. The promoters, within one month from the day on which the subscription ended, will formalize before Notary the definitive list of subscribers, expressly mentioning the number of actions that each one corresponds to, its class and series, there are several, v their face value, as well as the Entity or Credit Entities where the total of the disbursements received from the subscribers are deposited in the name of the Company. To this end, they shall provide the authorising fedatary with supporting evidence of such extremes.

Art. 23. Unavailability of contributions.

The contributions will be unavailable until the Company is registered in the Register of Companies, except for the expenses of notary, registration and prosecutors that are essential for the registration.

Art. 24. Subscription Newsletter.

1. The subscription of shares shall be entered in a document which, by mentioning the expression 'subscription newsletter', shall be extended in duplicate and shall contain at least the following particulars:

(a) The name of the future Company and the reference to the National Securities Market Commission and to the Mercantile Registry where the foundation program and the information booklet have been deposited, as well as the indication of the 'Official Journal of the Trade Register' in which the extract has been published.

(b) The name or the name or the name or the social name, nationality and address of the subscriber.

c) The number of shares you subscribe, the nominal value of each of them, and their class and series, if they exist several.

d) The amount of the nominal value disbursed.

e) The subscriber's express acceptance of the content of the foundation program.

(f) The identification of the credit institution in which, if applicable, the subscriptions are verified and the amounts mentioned in the subscription newsletter are paid out.

g) The date and signature of the subscriber.

2. A copy of the subscription bulletin shall be held by the promoters, a duplicate being delivered to the subscriber with the signature of one of the promoters, at least, or that of the credit institution authorized by them to accept the subscriptions.

Art. 25. Convening of the Constituent Board.

1. Within the maximum period of six months from the date of deposit of the foundation programme and the information leaflet in the Register, the promoters shall convene by registered letter and at least 15 days in advance for each of them. the subscribers of the actions to attend the Constituent Board, which shall deliberate in particular on the following:

a) Approval of the efforts made until then by the promoters.

b) Approval of the Social Statutes.

c) Approval of the value that has been given to non-cash contributions. if any.

d) Approval of the particular benefits reserved for the promoters, if any.

e) Appointment of the persons in charge of the management of the Company.

f) Designation of the person or persons to be awarded the founding deed of the Society.

2. On the agenda of the convocation, at least all of the cases set out above shall be transcribed. The call shall also be published in the "Official Gazette of the Trade Register".

Art. 26. Constituent Board.

1. The Board shall be chaired by the sponsor appearing as the first signatory of the foundation programme and, in its absence, by which the other promoters choose. Act as Secretary the subscriber that the attendees choose.

2. In order to enable the Board to be validly constituted, a number of subscribers representing at least half of the subscribed capital must be present to the Board. Representation to attend and vote shall be governed by the provisions of this Law.

3. Before entering the agenda, the list of subscribers present in the form provided for in this Law will be drawn up.

Art. 27. Adoption of agreements.

1. Each subscriber shall be entitled to the corresponding votes according to his contribution.

2. The agreements shall be taken by an integrated majority, at least, by a quarter of the concurrent subscribers to the Board, representing at least a quarter of the subscribed capital.

If special rights are to be reserved for promoters or for non-cash contributions, the parties concerned may not vote in the agreements to be approved. In these two cases, the majority of the remaining votes for the adoption of agreements will suffice.

3. The unanimous vote of all concurrent subscribers will be required to modify the content of the foundation program.

Art. 28. Minutes of the Constituent Board.

The conditions for the constitution of the Board, the agreements adopted by the Board and the protests expressed therein shall be recorded in a record signed by the subscriber exercising the duties of the Secretary, with the approval of the President.

Art. 29. Writing and registration in the Mercantile Register.

1. In the month following the conclusion of the Board, persons who have been designated for the purpose shall grant public deed of incorporation of the Company, subject to the agreements adopted by the Board and other supporting documents.

2. The licensors will have the necessary powers to make the presentation of the deed, both in the Commercial and Property Registry, and to request or practice the settlement and make the payment of Ios taxes and respective expenses.

3. The deed shall be, in any case, filed for registration in the Commercial Registry of the Company's domicile within two months of its granting.

Art. 30. Responsibility of the licensors.

If there is a delay in the granting of the deed of incorporation or in its representation to the Register in the Commercial Register, the persons referred to in the previous article shall respond jointly and severally to the damages and damages caused.

Art. 31. Obligations prior to registration.

1. The promoters shall respond jointly and severally to the obligations assumed against third parties in order to constitute the Company.

2. Once registered, the Company will assume the obligations legitimately incurred by the promoters and will reimburse them for the expenses incurred, provided that their management has been approved by the Constituent Board or that the expenses have been necessary.

3. Promoters will not be able to demand these responsibilities from simple subscribers, unless they have engaged in dolo or fault.

Art. 32. Responsibility of the promoters.

The promoters will respond jointly and severally to the Company and to third parties to the reality and accuracy of the subscription lists to be submitted to the Board. the program of foundation and its proper investment; the veracity of the statements contained in the program and the information booklet, and the reality and the effective delivery to the Society of non-cash contributions.

Art. 33. Consequences of non-enrollment.

In any event, after one year from the deposit of the foundation program and the information booklet in the Commercial Registry without having entered into the articles of incorporation, the subscribers may demand the return of the contributions made with the fruits that they would have produced.

Section 4. From the nullity of the Society

Art. 34. Causes of nulidadad.

1. Once the Company is registered, the action for annulment may be exercised only for the following reasons:

a) For the purpose of being illegal or contrary to public order.

b) For not expressing in the writing of constitution or in the social statutes the name of the Company, the contributions of the members, the amount of capital, the social object or, finally, for not respecting the disbursement minimum of the legally intended capital.

c) By the inability of all founding partners.

(d) For not having attended in the constituent act the effective will of at least two founding partners, in the case of the plurality of such partners.

2. Apart from the cases mentioned in the previous paragraph, it is not possible to declare the non-existence or the nullity of the Company nor to agree to its annulment.

Art. 35. Effects of the declaration of invalidity.

1. The judgment declaring the nullity of the Company opens its liquidation, which will be followed by the procedure provided for in this Law for cases of dissolution.

2. Nullity shall not affect the validity of the obligations or the claims of the Company vis-à-vis third parties or those of the Company, subject to the rules of the liquidation.

3. Where the payment to third parties of the obligations incurred by the Company declared void so requires, the partners shall be obliged to pay their passive dividends.

CHAPTER III

From contributions

Section first. Of the contributions and the onerous acquisitions

Art. 36. Purpose and title of the contribution.

1. Only assets or property rights that are subject to economic valuation may be contributed.

In no case may the work or services be subject to input. However, in the case of the Social Statute, all or some shareholders may be required to provide ancillary services other than capital injections, without being able to integrate the capital of the Company.

2. Any contribution shall be deemed to have been made on a property basis unless expressly stated otherwise.

Art. 37. Cash contributions.

1. Cash contributions shall be established in national currency.

2. If the contribution is in foreign currency, its equivalence in pesetas shall be determined in accordance with the Law.

Art. 38. Non-cash contributions. Expert report.

Non-cash contributions, whatever their nature, shall be the subject of a report drawn up by one or more independent experts appointed by the Commercial Registrar in accordance with the procedure laid down in this Article. Regulations are available.

2. The experts ' report shall contain the description of each of the non-cash contributions, with their registration data, as the case may be, as well as the valuation criteria adopted, indicating whether the securities to which they conduct correspond to the number and nominal value and, where applicable. to the issue premium for the shares to be issued as a counterpart.

3. The report shall be incorporated as an annex to the articles of association of the Company or to the execution of the increase in the share capital. by depositing an authenticated copy in the Mercantile Register by submitting such writing.

Art. 39. Non-cash contributions. Responsibility.

1. If the contribution consists of movable or immovable property or rights treated as such, the person shall be obliged to deliver and to clean up the item covered by the contribution in the terms laid down by the Civil Code for the contract of the sale, and the rules of the Trade Code will apply on the same contract in point to the transmission of risks.

2. If the contribution consists of a right of credit, the contributor shall be liable for the legitimacy of the credit and the solvency of the debtor.

3. If an undertaking or establishment is provided, the contribution shall be made to the consolidation of the whole, if the vice or eviction affects all or some of the essential elements for its normal operation.

It will also proceed to the individualized sanitation of those elements of the company provided that are of importance for their worth of assets,

Art. 40. Verification of disbursement.

1. In any case, before the Authorizing Notary, the reality of the cash contributions must be credited, by means of exhibition and delivery of their deposit guards in the name of the Company in Credit Entity, or by their delivery to the It is in the name of it. This circumstance shall be expressed in the writings of the constitution and increase of the capital, as well as in those of successive disbursements.

2. Where the disbursement is made, in whole or in part, by non-cash contributions, its value must be expressed, and whether the future disbursements shall be made in cash or in new non-cash contributions. In the latter case, the nature, value and content, the form and the procedure for making them shall be determined, with the express mention of the time limit for their disbursement, which may not exceed five years since the formation of the Company. Further mention should be made of the completion of the formalities provided for in the above Articles.

Art. 41. Onerous acquisitions.

1. The acquisition of goods for consideration by the Company within the first two years of its constitution must have been previously approved by the General Board, provided that the amount of the goods exceeds one tenth of the social capital.

With the call of the Board, a report prepared by the Administrators and another prepared by one or several experts appointed in accordance with the procedure laid down in the article shall be made available to the shareholders. 38.

2. The provisions of the paragraph above shall not apply to acquisitions included in the ordinary operations of the Company, nor to those which are verified on the Stock Exchange or at public auction.

Section 2. Of the passive dividends

Art. 42. Passive dividends.

The shareholder shall provide the Company with the portion of capital not disbursed in the form and within the time limit provided for by the Statutes or, failing that, by agreement or decision of the Administrators. In the latter case, the agreed form and time limit for making the payment will be announced in the "Official Gazette of the Mercantile Register".

Art. 43. Shareholder's arrears.

The shareholder is in arrears after the deadline set by the Social Statutes for the payment of the undisbursed portion of capital or the one agreed or decided by the Directors of the Company, according to the set in the previous article.

Art. 44. Effects of the default.

1. The shareholder who is in arrears in the payment of the passive dividends shall not be able to exercise the right to vote. The amount of their shares shall be deducted from the share capital for the quorum count.

2. Nor shall the delinquent partner be entitled to receive dividends or the preferential subscription of new shares or convertible debentures.

Once the amount of the passive dividends has been paid together with the interest owed, the shareholder may claim the payment of the unprescribed dividends, but he will not be able to claim the preferential subscription, if the deadline for his/her exercise has already elapsed.

Art. 45. Reintegration of the Society.

1. Where the shareholder is in arrears. the Company may, according to the cases and addressed the nature of the contribution not made, claim the fulfilment of the obligation of disbursement, with payment of the legal interest and damages caused by the late payment or to dispose of the shares for account and risk of the delinquent partner.

2. Where the shares are sold, the disposal shall be verified by means of a member of the Stock Exchange, if they are admitted to trading on the stock market, or by means of a Chartered Trade Corridor or Public Notary, in another case, and shall take, where appropriate, the replacement of the original title by a duplicate.

If the sale cannot be carried out, the action will be amortized, with the consequent reduction of the capital, remaining to the benefit of the Company the amounts already perceived by it to account of the action.

Art. 46. Responsibility for the transmission of unreleased shares.

1. The non-released acquirer responds in solidarity with all the transmitters preceding it, and at the choice of the directors of the Company, of the payment of the undisbursed part.

2. The responsibility of the transmitters will last three years, counted from the date of the respective transmission. Any covenant contrary to the solidarity responsibility thus determined will be null.

3. The acquirer who pays may claim the full amount of the payment from the subsequent acquirers.

CHAPTER IV

Of The Actions

Section first. Of the action and the rights of the shareholder

Art. 47. The action as part of capital.

1. The shares represent the aliquot parts of the share capital. The creation of actions that do not respond to an effective equity contribution to the Society will be void.

2. No shares may be issued for a figure lower than their nominal value.

3. The issue of premium shares will be tendered. The emission premium must be fully satisfied at the time of the subscription.

Art. 48. The action as a set of rights.

1. The action confers on its rightful owner the status of a partner and attributes to it the rights recognized in this Law and the Statutes.

2. In the terms laid down in this Law, and except in the cases provided for therein, the shareholder shall have at least the following rights:

(a) to participate in the distribution of social gains and assets resulting from liquidation.

b) The preferred subscription in the issue of new shares or convertible bonds in shares.

c) To attend and vote in the General Boards and to challenge social agreements.

d) The information.

3. Enjoyment bonuses given to share holders amortized by virtue of reimbursement do not attribute the right to vote.

Art. 49. Classes and series of actions.

1. Actions can grant different rights, constituting the same class as those that have the same rights content.

2. Where several series of actions are within a class, all of which are integrated into a series must be equal in nominal value.

Art. 50. Privileged actions.

1. For the creation of actions that confer some privilege on the ordinary, the prescribed formalities for the modification of the statutes will have to be observed.

2. The creation of shares with the right to receive an interest, whatever the form of their determination, or those that directly or indirectly alter the proportionality between the nominal value of the share and the right of the voting or the right of preferential subscription.

Section 2. Of the documentation and transmission of the actions

Art. 51. Representation of the actions.

Actions may be represented by titles or by means of annotations in account. In one case they shall have the consideration of transferable securities.

Art. 52. Representation by titles.

1. Shares represented by securities may be nominative or bearer, but shall necessarily be the nominative form until their amount has been fully paid out, where their transmissibility is subject to restrictions, where they are accompanied by ancillary services or where special provisions are required.

2. Where the shares are to be represented by securities, the shareholder shall be entitled to receive the shares, free of charge.

Art. 53. Title of the action.

1. The titles, whatever their class, shall be numbered in number, shall be extended in books, may incorporate one or more shares of the same serle and contain at least the following particulars:

(a) The name and address of the Company, the data identifier of its registration in the Mercantile Register and the number of tax identification.

b) The nominal value of the action, its number, the series to which it belongs and, in the case of its privileged, the special rights it grants.

c) Your status as a nominee or carrier.

d) Restrictions on their free transmissibility, when they have been established.

e) The paid-up sum or the indication of the fully released action.

(f) The ancillary services, in the event that they are carried out.

g) The subscription of one or more Administrators, which may be done by mechanical reproduction of the signature. In this case, a notarial act will be drawn up in which the identity of the mechanically reproduced signatures with which they are printed in the presence of the Authorizing Notary will be established. The minutes must be entered in the Register before the titles are put into circulation.

2. In the case of silent actions, this circumstance shall be marked prominently in the title.

Art. 54. Provisional guards.

1. The provisional securities of the shares will necessarily be nominative.

2. The provisions of Articles 53, 55 and 58 shall, as soon as they apply, be observed for provisional safeguards.

Art. 55. Book-registration of nominative actions.

1. The following shall be registered in a book-register which shall bear the company, in which the successive transfers of the shares shall be entered, with the expression of the name, name, reason or social name, where applicable, nationality and address of successive headlines, as well as the constitution of real rights and other levies on those.

2. The Company shall only repudiate a shareholder to whom it is registered in that book.

3. Any shareholder who requests it will be able to examine the book of nominative actions.

4. The Company may only rectify any false or inaccurate entries when it has notified the parties concerned of its intention to proceed in such a way and they have not expressed their opposition within 30 days of the date of the notification.

5. While the titles of the registered shares have not been printed and delivered, the shareholder has the right to obtain certification from those registered in his name.

Art. 56. Transmission of actions.

1. As long as the securities have not been printed and delivered, the transfer of shares shall proceed in accordance with the rules on the transfer of credit and other rights.

Dealing with nominative actions, the Administrators, once the transmission is accredited, will immediately enroll them in the book-registration of nominative actions.

2. Once the title has been printed and delivered, the transmission of the shares to the bearer shall be subject to the provisions of Article 54 of the Trade Code.

Nominative actions may also be transmitted by endorsement, in which case they shall apply, in so far as they are compatible with the nature of the title, Articles 15, 16, 19 and 20 of the Law of Change and of the Chéque. The transmission shall be accredited in front of the Society by means of the exhibition of the title. The Administrators, once established the regularity of the chain of endorsements, will register the transmission in the book-registration of nominative actions.

Art. 57. Constitution of limited real rights over shares.

1. The constitution of limited real rights on the actions shall proceed in accordance with the provisions of the common law.

2. In the case of nominative shares, the real rights constitution may be effected by means of endorsement, accompanied, as the case may be, by the clause "value in guarantee" or "value in usufruct" or any other equivalent.

Enrollment in the book-record of nominee actions will take place in accordance with the requirements for the transmission in the previous article.

In the event that the titles on which his or her right falls have not been printed and delivered, the creditor and the user shall have the right to obtain from the Company a certificate of the registration of their right in the book-registration of nominative shares.

Art. 58. Shareholder legitimization.

Once printed and delivered the titles, the display of the same or, if applicable, the certificate of proof of their deposit in an authorized Entity will be precise for the exercise of the rights of the shareholder. In the case of nominative actions, the exhibition will only be accurate to obtain the corresponding registration in the book-registration of nominative actions.

Art. 59. Replacing titles.

1. Whenever the replacement of shares in shares or other securities issued by the Company is to be replaced, the Company may cancel them if they have not been submitted for exchange within the time limit published for the purpose in the Official Journal of the European Communities. Commercial Register " and in one of the most circulation newspapers in the province where the company has its registered office. That period may not be less than one month.

2. The cancelled titles will be replaced by others whose issuance will also be announced in the "Official Gazette of the Trade Register" and the journal in which the announcement of the exchange would have been published.

If the titles are nominative, they shall be delivered or referred to the person whose name is listed or to their heirs, upon justification of their right.

If that could not be found or if the titles were the bearer they will be deposited on behalf of who justifies their ownership.

3. After three years from the day of the deposit, the securities issued in lieu of the cancellation may be sold by the Company for the account and risk of the persons concerned and through a member of the Stock Exchange, if they are admitted to trading on the stock market, or with the intervention of the Chartered or Notary Trade Corridor if they were not. The liquid amount of the sale of the securities shall be deposited at the disposal of the interested parties in the Banco de España or the General Deposit Box.

Art. 60. Representation by annotations in account.

1. The actions represented by means of account entries shall be governed by the provisions of the securities market regulatory framework.

2. This mode of representation of the actions is also to be taken in the cases of mandatory nominativity provided for by Article 52.

In this case, where the shares have not been fully disbursed, or where ancillary services are provided, such circumstances shall be reported in the statement of account.

Art. 61. Modifying the annotations in account.

The modification of the characteristics of the shares represented by means of account entries shall be made public once it has been formalized in accordance with the provisions of this Law and in the regulatory framework of the Securities market, in the "Official Gazette of the Commercial Register" and in one of the most circulation newspapers in the province where the Company has its registered office.

Art. 62. Non-transmissibility of actions prior to enrollment.

Until the Company's registration or, as the case may be, the agreement to increase the share capital in the Commercial Registry, the shares may not be delivered or transmitted.

Art. 63. Restrictions on free transmissibility.

1. Only restrictions on the free transmissibility of shares shall be valid in relation to the Company when they are subject to nominative actions and are expressly imposed by the Statute.

2. The statutory clauses which render the action practically untransmittable shall be null and void.

3. The transmissibility of the shares may only be subject to prior authorisation by the Company when the Statutes mention the reasons for refusing it.

Unless otherwise prescribed by the Statutes, the authorization shall be granted or denied by the Directors of the Company.

In any event, after the two-month period from which the application for authorisation was submitted without the Company having replied to it, the authorisation shall be deemed to have been granted.

Art. 64. Special assumptions.

1. The statutory restrictions on the transmissibility of the shares shall only apply to the acquisition of the cause of death where the Statute itself expressly provides for it. In this case, in order to reject the registration of the transfer in the book-registration of nominative shares, the Company must present to the heir an acquirer of the shares or offer to acquire them itself for its real value at the time the application for registration, in accordance with the provisions of Article 75.

It is understood as a real value that is determined by the Auditor of the Company's accounts and, if it is not required to verify the annual accounts, the Auditor who, at the request of any interested person, name the Registrar The business of the registered office.

2. The same scheme shall apply where the acquisition of the shares has occurred as a result of a judicial or administrative enforcement procedure.

Art. 65. Transmission of shares with ancillary services.

The transmissibility of the shares whose ownership bears the obligation to perform ancillary services shall be conditioned, unless otherwise provided in the Statute, to the authorization of the Company in the form set out in Article 63.

Section 3. From co-ownership and real rights over actions

Art. 66. Co-ownership of actions.

1. The actions are indivisible.

2. The co-owners of an action shall designate a single person for the exercise of the rights of the partner and shall respond jointly and severally to the Company on the basis of the liability of the shareholder.

The same rule applies to the other rights co-ownership assumptions about the actions.

Art. 67. Usufruct of actions.

1. In the case of usufruct of shares, the quality of the partner resides in the owner's knot, but the usufrucario will have the right in any case to the dividends agreed by the Society during the usufruct. The army of the other rights of the partner shall, unless otherwise provided in the Statute, be the owner of the knot.

The user is obliged to provide the owner with the exercise of these rights.

2. In the relations between the user and the owner's knot, the title of the usufruct shall be determined by the owner; failing that, the provisions of this Law and, in addition, the Civil Code.

Art. 68. Settlement rules.

1. After the usufruct, the usufruct will be able to demand from the owner knot the increment of value experienced by the usufructuadas actions corresponding to the own benefits of the exploitation of the Society integrated during the usufruct the express reserves that appear on the Company's balance sheet, whichever is the nature or denomination of the same.

2. Dissolved the Company during the usufruct, the usufructuario may require from the owner's knot a part of the settlement fee equivalent to the increase in value of the usufructupadas actions provided for in the previous section. The usufruct shall be extended to the remainder of the settlement fee.

3. If the parties do not agree on the amount to be paid in the cases provided for in the two preceding paragraphs, the latter shall be fixed at the request of any of them and, at the expense of both, by the Auditors of the Company, and if the latter is not must be checked by the Auditor of Accounts appointed by the Commercial Registrar of the Company's domicile.

Art. 69. Usufruct of unreleased shares.

1. When the usufruct recayere on shares not released totally, the owner knot will be the obliged vis-à-vis the Company to effect the payment of the passive dividends. The payment shall be entitled to require from the user, up to the amount of the fruits, the interest Iegal of the amount invested.

2. If this obligation has not been fulfilled five days before the deadline for making the payment, the user may do so, without prejudice to repeating against the owner's knot at the end of the usufruct.

Art. 70. Usufruct and preferential subscription right.

1. In the case of an increase in the capital of the Company, if the owner-knot has not exercised or has taken over the right of preferential subscription ten days before the expiry of the period fixed for its financial year, the user will be entitled to proceed to the sale of the rights or to the subscription of the shares.

2. When the subscription rights are put in place, either by the proprietary knot or by the user, the usufruct shall be extended to the amount obtained by the disposal.

3. When new shares are subscribed. either by the proprietary knot or by the user, the usufruct shall be extended to the shares whose disbursement could have been made with the total value of the rights used in the subscription. This value shall be calculated for the rights that are listed on the Stock Exchange for the average price, during the subscription period. and by its theoretical value in the remaining cases. The remainder of the subscribed shares shall be wholly owned by the person who has paid up the amount.

4. The same rights will have the beneficial use in the cases of issuance of convertible bonds in shares of the Company.

5. If during the usufruct the capital is increased by the profits or reserves constituted during the same, the new shares will correspond to the owner knot, but will extend to them the usufruct.

Art. 71. Payment of compensation.

The amounts to be paid pursuant to the three preceding items may be paid either in cash or in shares of the same class as those which would have been subject to usufruct, calculating their value for the average price the preceding quarter, if they are officially listed and, in another case, for the value corresponding to them in accordance with the last Balance of the Company that has been approved.

Art. 72. Pledge of actions.

In the case of a garment of shares, the owner of the shares shall be responsible for the exercise of the rights of the shareholder, unless otherwise provided in the Statute.

The creditor is obliged to facilitate the exercise of these rights.

2. If the owner fails to fulfil the obligation to pay out the passive dividends, the creditor may, in case of this obligation, comply with this obligation or carry out the pledge.

Art. 73. Action embargo.

In the case of an action embargo, the provisions contained in the previous article shall be observed, provided that they are compatible with the specific embargo regime.

Section 4. From business on own actions

Art. 74. Original acquisition of own shares.

1. In no case may the Company subscribe to own shares or shares issued by its dominant company.

2. The shares subscribed in violation of the prohibition of the previous paragraph will be the property of the subscribing Society, but must be released by the promoters and the founding members, or in case of increase of the social capital, by the Administrators.

3. In the event that the subscription has been made by person, the founders or promoters and, where appropriate, the Administrators shall respond jointly and severally to the reimbursement of the subscribed shares.

4. In the cases referred to in the preceding paragraphs, those who prove that they are not guilty shall be exempt from liability.

Art. 75. Derivative acquisition of own shares.

The Company may only acquire its own shares or those issued by its dominant Company within the limits and with the following requirements:

1. º that the acquisition has been authorized by the General Board, by agreement that must establish the modalities of the acquisition, the maximum number of shares to acquire, the minimum and maximum price of acquisition and the duration of the authorisation, which may in no case exceed eighteen months.

When the acquisition is subject to shares in the dominant company, the authorization must be issued by the General Board of this Company.

2. º That the nominal value of the shares acquired, in addition to that of the Company and its subsidiaries, does not exceed 10 per 100 of the share capital.

3. That the acquisition allows the Company to provide the reserve prescribed by Rule 3 of Article 79. without diminishing capital or statutory or statutory reserves unavailable.

4. º That the acquired shares are fully disbursed.

Art. 76. Consequences of the infringement.

1. Shares acquired in contravention of any of the first three requirements set out in the previous Article shall be completed within a maximum of one year from the date of the first acquisition.

In the absence of such disposal, the depreciation of own shares and the consequent reduction of capital must be immediately taken.

In the event that the Company omit these measures, any interested party may request its adoption by the judicial authority. The Administrators are required to request the judicial adoption of these measures when the social agreement is contrary to the reduction of the capital or could not be achieved.

The shares of the dominant company will be sold judicially at the request of an interested party.

2. Non-compliance with the fourth requirement of the previous article will determine the nullity of the acquisition business.

Art. 77. Free acquisition assumptions.

The Company may acquire its own shares or those of its dominant Company, without application of the provisions of the foregoing Articles, in the following cases:

(a) Where own shares are acquired in execution of a capital reduction agreement adopted by the General Board of the Company.

(b) Where the shares are part of an equity acquired on a universal basis.

c) When shares that are fully released are acquired for free.

(d) When the shares in full release are acquired as a result of a judicial award to satisfy a Company's credit against the holder of such shares.

Art. 78. Obligation to dispose.

1. Shares acquired under the provisions of the preceding Article shall be entered within a maximum of three years from their acquisition, unless they are amortised by a reduction in capital or, in addition to those already held by the capital Company and its subsidiary companies do not exceed 10 per 100 of the share capital.

2. If the disposal does not take place within the prescribed period, it shall be carried out in accordance with Article 76.

Art. 79. Arrangements for own shares.

When a Company has acquired its own shares or its dominant Company, the following rules apply:

1. The exercise of the right to vote and of the other political rights incorporated in the actions of the dominant company and of the dominant company shall be suspended.

The economic rights inherent in own shares, with the exception of the right to free allocation of new shares, will be attributed proportionally to the rest of the shares.

2. The equity shall be computed in the capital for the purposes of calculating the quotas required for the establishment and adoption of agreements on the Board.

3. An unavailable reserve equivalent to the amount of own shares or of the dominant company computed in the balance sheet shall be established in the Balance Sheet. This reserve must be maintained as long as the shares are not written or written off.

4. The management report of the acquiring company and, where appropriate, that of the dominant company, shall mention at least:

(a) The reasons for the acquisitions and disposals made during the financial year.

(b) The number and nominal value of the shares acquired and sold during the financial year and the share of the share capital they represent.

c) In case of acquisition or disposal for consideration, consideration for the shares.

(d) The number and nominal value of the total shares acquired and held in portfolio by the Company itself or by person in question and the share of the share capital they represent.

Art. 80. Acceptance in guarantee of own shares.

1. The Company may only accept in pledge or in another form of guarantee its own shares or those issued by the dominant Company within the limits and with the same requirements applicable to the acquisition of the same.

The provisions of the preceding paragraph shall not apply to transactions in the scope of the ordinary activities of banks and other credit institutions. Such operations shall, however, comply with the requirement referred to in Article 75 (3

.

Shares held in the form of a pledge or other security reform shall be applied, as soon as it is compatible, to the previous article.

Art. 81. Financial assistance for the acquisition of own shares.

1. The Company may not anticipate funds, grant loans, provide guarantees or provide any financial assistance for the acquisition of its shares or shares of its dominant Company by a third party.

2. The provisions of the above paragraph shall not apply to businesses aimed at making it easier for the Company's staff to acquire its shares or shares in a Group Company.

3. The prohibition referred to in paragraph 1 shall not apply to transactions carried out by banks or other credit institutions in the field of the ordinary operations of their social object which are covered by the free goods of the Company. A reserve equivalent to the amount of the credits entered in the Asset shall be set out in the Balance Sheet of the Balance Sheet.

Art. 82. Reciprocal participations.

No reciprocal shareholdings may be established that exceed 10 per 100 of the capital figure of the participating companies. The prohibition also applies to circular shareholdings formed by subsidiary companies.

Art. 83. Consequences of the infringement.

1. The breach of the provisions of the foregoing Article shall determine the obligation of the Company to receive prior notification referred to in Article 86 to reduce to 10 per 100 its share in the capital of the other Company,

If both companies receive such notification at the same time, the obligation to reduce will be borne by the two, unless they reach an agreement so that the reduction will be effected only by one of them,

2. The reduction referred to in the preceding paragraph shall be carried out within a maximum of one year from the date of the notification, while the voting right for the surplus shares shall be suspended.

The time limit for the reduction shall be three years for the shares acquired in any of the circumstances provided for in Article 77.

3. Failure to comply with the reduction obligation laid down in the preceding paragraphs shall determine the sale of the surplus shares on the basis of an interested party and the suspension of the rights corresponding to all the interests that the defaulting Society holds in the other Company.

Art. 84. Reserve of reciprocal participations.

A reserve equivalent to the amount of the amount of reciprocal participations exceeding 10 per 100 of the capital computed in the Asset shall be established in the Balance Sheet of the Company's Balance Sheet.

Art. 85. Exclusion from the reciprocal participation scheme.

The discipline contained in the above three articles will not apply to the reciprocal shareholdings established between a subsidiary company and its dominant company.

Art. 86. Notification.

1. The Company which, by itself or through a subsidiary company, will possess more than 10 per 100 of the capital of another Company must notify it immediately, while the rights corresponding to its participations.

Such notification shall be repeated for each successive acquisition exceeding 5 per 100 of the capital.

2. The notifications provided for in the previous paragraph shall be made in the explanatory notes of both companies.

Art. 87. Dominant company.

For the purposes of this Section, it is understood by a dominant company that, in relation to the acquiring company, it is in one of the cases of Article 42 (1) of the Commercial Code.

Art. 88. Person in question.

1. Any agreement between the Company and another person under which the Company is obliged or legitimized to celebrate in its own name but for account of any of the operations prohibited in this section shall be deemed null and void. Society.

Business held by the person who is interested in third parties if they are self-employed and will not have any effect on the Company.

2. The undertakings entered into by the person concerned, where the company is not prohibited, as well as the shares owned or held by the dominant company on which such businesses fall, are subject to the provisions of the section.

Art. 89. Sanctioning regime.

1. The infringement of any of the prohibitions established in this section will be sanctioned with a fine that will be imposed on the directors of the infringing Society, on the basis of an investigation of the case, by the Ministry of Economy and Finance the hearing of the persons concerned and in accordance with the Law of Administrative Procedure, in the amount of up to the nominal value of the shares subscribed, acquired or accepted by the Company or acquired by a third party with financial assistance from the Society.

2. Failure to comply with the duty to dispose of the above articles shall be considered as an independent infringement.

3. The offences referred to in this Article shall be prescribed at three years.

Section 5. Of the silent actions

Art. 90. Issue.

Limited Companies may issue shares without the right to vote for a nominal amount not exceeding half of the paid-up share capital:

Art. 91. Preferred rights.

1. Holders of shares without a vote shall be entitled to receive the minimum annual dividend laid down in the Social Statute, which shall not be less than 5 per 100 of the capital paid out for each silent action. Once the minimum dividend is agreed, the holders of the silent shares shall be entitled to the same dividend corresponding to the ordinary shares.

With distributable profits, the Company is required to agree on the distribution of the minimum dividend referred to in the preceding paragraph. In the absence of distributable profits or not in sufficient quantity, the part of the minimum unpaid dividend shall be satisfied within the following five financial years. Within that period as long as the unpaid portion of the minimum dividend is not satisfied, the silent actions will confer that right on the special general shareholders ' Boards.

2. Non-voting shares will not be affected by the reduction of social capital by losses, whatever the way it takes but when the reduction exceeds the nominal value of the remaining shares. If, as a result of the reduction, the nominal value of the shares without a vote exceeds half of the paid-up share capital, that proportion shall be restored within the maximum period of two years. On the contrary, the dissolution of the Society will proceed.

When, by virtue of the reduction in capital, all ordinary shares are amortised, shares without a vote shall have this right until the legally intended proportion of the shares is restored.

3. The silent actions shall confer upon the holder the right to obtain the reimbursement of the value paid out before any amount is distributed to the remaining shares in the event of the liquidation of the Company.

Art. 92. Other rights.

1. Shares without a vote shall give their holders the other rights to ordinary shares, except for the right to vote.

2. The silent actions shall not be grouped for the purposes of the designation of members of the Board of Directors by the proportional representation system. The nominal value of these shares shall not be taken into account for the purposes of the exercise of that right by the remaining shareholders.

3. Any statutory modification, which directly or indirectly damages the rights of the silent actions, shall require the agreement of the majority of the shares belonging to the class concerned.

CHAPTER V

Of the organs of the Society

Section first. From the general meeting

Art. 93. General meeting.

1. Shareholders, made up of duly convened general meetings, will decide by a majority on the matters of the Board's competence.

2. All partners, including dissidents and those who have not participated in the meeting, are subject to the General Meeting agreements.

Art. 94. Classes of Juntas.

General Boards may be ordinary or extraordinary and shall be convened by the Company's administrators.

Art. 95. Ordinary board.

The ordinary general meeting, previously convened for this purpose, will necessarily meet within the first six months of each financial year, in order to censor social management, to approve, where appropriate, the accounts of the previous financial year and resolving the application of the result.

Art. 96. Extraordinary meeting.

Any Board other than that provided for in the previous article shall be considered as an extraordinary General Board.

Art. 97. Convening of the Board.

1. The ordinary General Meeting shall be convened by notice published in the "Official Gazette of the Commercial Register" and in one of the most circulation newspapers in the province, at least 15 days before the date fixed for its publication. celebration.

2. The notice shall express the date of the first call meeting and all matters to be dealt with.

Art. 98. Second call.

1. In the notice referred to in the preceding Article, the date on which the Board shall meet on the second call shall also be recorded.

2. Between the first and the second meeting, at least one period of time must be given.

3. If the General Board duly convened is not held in the first call, and the date of the second notice is not provided for in the notice, it shall be announced, with the same publicity requirements as the first, within 15 days. following the date of the Board not held and eight in advance of the date of the meeting.

Art. 99. Universal gasket.

By way of derogation from the foregoing articles, the Board shall be deemed to be convened and shall be validly constituted to deal with any matter whenever the entire social capital is present and the assistants agree to The Board's conclusion is unanimous.

Art. 100. Faculty and obligation to convene.

1. The Administrators may convene the extraordinary General Meeting of shareholders whenever they deem it appropriate for the social interests.

2. They shall also be called upon to be convened by members who are holders of at least 5 per 100 of the share capital, expressing in the application the matters to be dealt with on the Board. In this case, the Board shall be convened to be held within thirty days of the date on which the administrators would have been required to convene the Board.

3. The administrators shall draw up the agenda, including necessarily the cases which have been the subject of an application.

Art. 101. Call for justice.

1. If the ordinary general meeting is not convened within the legal period, it may be, at the request of the members and with the hearing of the administrators, by the Judge of First Instance of the registered office, who shall also designate the person to be to be chaired.

2. This same call shall be made in respect of the Extraordinary General Meeting, at the request of the number of partners referred to in the previous Article.

Art. 102. Constitution of the Board.

1. The General Shareholders ' Meeting shall be validly constituted on the first call when the shareholders present or represented have at least 25 per 100 of the subscribed capital with the right to vote. The Statutes may establish a higher quorum.

2. In the second call, the constitution of the Board shall be valid, whichever is the concurrent capital thereof, unless the Statute establishes a given quorum, which, necessarily, shall be less than that which those who have established or require the Law for the first call.

Art. 103. Constitution. Special assumptions.

1. For the ordinary or extraordinary General Meeting to be able to validly agree to the issuance of obligations, the increase or reduction of capital, the transformation, merger, or division of the company and, in general, any modification of the Statutes In the first call, the participation of shareholders present or represented, at least 50 per 100 of the subscribed capital with the right to vote, shall be required.

2. The second call for tenders will be sufficient for 25 per 100 of this capital.

Where shareholders representing less than 50 per 100 of the subscribed capital with the right to vote are present, the agreements referred to in the preceding paragraph may be adopted only with a favourable vote of two thirds. of the capital present or represented on the Board.

3. The Social Statutes may raise the quorum and majorities provided for in the preceding paragraphs.

Art. 104. Legitimization to assist the Board.

1. The Statute may condition the right of assistance to the General Board to the early legitimation of the shareholder, but in no case shall they prevent the exercise of such right to the holders of nominative shares and of shares represented by means of annotations in the account that they are entered in their respective records five days in advance of the one in which the Board is to be held, or the holders of shares to the bearer who, at the same time, have carried out the the deposit of his or her shares or, where appropriate, of the certificate of his deposit in an Entity authorized. in the form provided for by the Statute. If the Statutes do not contain a forecast for the latter, the deposit may be made at the registered office.

The document certifying compliance with these requirements will be nominative and will provide legitimacy to society.

2. Administrators must attend the General Boards. The Statutes may authorize or order the assistance of Directors, Managers, Technicians and other persons who have an interest in the good progress of social affairs.

3. The President of the General Board may authorize the assistance of any other person he deems appropriate. The Board may, however, revoke such authorisation.

Art. 105. Limitations of voting rights and voting rights.

1. The Statutes may require, in respect of all actions, whatever their class or series, the possession of a minimum number to attend the General Meeting without, in any event, the required number may be greater than one per thousand of the capital social.

2. They may also set out in general the maximum number of votes which may be issued by a single shareholder or companies belonging to the same group.

3. For the exercise of the right of assistance to the Boards and the voting shall be lawful the grouping of shares.

Art. 106. Representation.

1. Any shareholder who is entitled to assistance may be represented in the General Meeting by another person, even if he is not a shareholder. The Statutes may limit this option.

2. The representation shall be conferred in writing and on a special basis for each Board.

3. Representation is always revocable. Personal assistance to the Board of the represented will have revocation value.

Art. 107. Public Request for Representation.

1. In the case of the Company's own Administrators, the Depository Entities of the securities or the records in charge of the account request the representation for themselves or for another and, in general, provided that the application is (a) the document on which the power is to be held shall contain or be annexed to the agenda and the request for instructions for the exercise of the right to vote and the indication of the meaning of the vote by the representative in the event of the no precise instructions are given.

2. By way of derogation, the representative may vote in a different sense when circumstances are ignored when the instructions are sent and the risk of damaging the interests of the represented person is threatened. In the case of a vote made in the direction other than the instructions, the representative shall immediately inform the representative by writing of the reasons for the vote.

3. It is understood that there has been a public request when the same person holds the representation of more than three shareholders.

Art. 108. Family representation.

The restrictions laid down in the foregoing Articles shall not apply where the representative is the spouse or an ascendant or a descendant of the representative or when the latter is a general power conferred on the public document with the authority to administer all the assets that the representative has on national territory.

Art. 109. Place and time of celebration.

1. General Boards shall be held in the locality where the company has its registered office, the day indicated in the call, but may be extended for one or more consecutive days.

2. The extension may be agreed upon a proposal from the Administrators or at the request of a number of partners representing a quarter of the capital present on the Board.

3. Whatever the number of sessions the Board is held, it will be considered unique, with a single act being lifted for all sessions.

Art. 110. Chair of the Board.

1. The General Board shall be chaired by the person appointed by the Statute; failing that, by the Chairman of the Board of Directors, and in the absence thereof, by the shareholder who chooses in each case the members attending the meeting.

2. The President shall be assisted by a Secretary, also appointed by the Statutes or by the shareholders attending the Board.

Art. 111. List of wizards.

1. Before entering the order of the day, the list of attendees will be formed, expressing the character or representation of each one and the number of actions themselves or others with which they participate.

2. At the end of the list, the number of shareholders present or represented, as well as the amount of the capital of which they are holders, shall be determined, specifying the amount of the shareholders with the right to vote.

Art. 112. Right of information.

1. Shareholders may request in writing, prior to the meeting of the Board, or verbally during the meeting, the reports or clarifications that they estimate to be accurate on the matters covered by the agenda. Administrators shall be obliged to provide them, except in cases where, in the opinion of the President, the advertising of the requested data damages the social interests.

2. This derogation shall not apply where the application is supported by shareholders representing at least a quarter of the capital.

Art. 113. Minutes of the Board.

1. The minutes of the Board may be approved by the Board itself after having been concluded and, failing that, within a period of 15 days, by the Chairman and two Financial Controller, one representing the majority and the other by the minority.

2. The minutes approved in either of these two forms shall be enforceable as of the date of their approval.

Art. 114. Notarial act.

1. The administrators may require the presence of Notary to release the minutes of the Board and they will be obliged to do so provided that, five days in advance of the schedule for the holding of the Board, they will be requested by shareholders representing, at least 1 per 100 of the share capital.

The notarial fees will be in charge of the company.

2. The notarial act shall be taken into account in the minutes of the Board.

Section 2. Impeachment of social agreements

Art. 115. Impeachable agreements.

1. The agreements of the Juntas that are contrary to the Law may be challenged, they oppose the Statutes or injure, for the benefit of one or several shareholders or of third parties, the interests of the society.

2. Agreements contrary to the Law will be void. The other arrangements referred to in the preceding paragraph shall be nullified.

3. A social agreement shall not be challenged where it has been left without effect or validly replaced by another.

If it is possible to eliminate the cause of impeachment, the Judge will give a reasonable period for the Judge to be remedied.

Art. 116. Expiration of the action.

1. The action to challenge the null agreements will lapse within one year. Agreements which, for their cause or content, are contrary to public order, are exempted from this rule.

2. The action to challenge the nulliable agreements will expire at forty days.

3. The expiry time limits provided for in the preceding paragraphs shall be taken into account from the date of adoption of the agreement and, yes. be registered, from the date of their publication in the "Official Gazette of the Trade Register".

Art. 117. Legitimization.

1. For the impeachment of the null agreements all shareholders, administrators and any third parties who credit legitimate interest are legitimized.

2. In order to challenge the nullified agreements, the shareholders attending the Board who had made their opposition to the agreement, those who were absent and those who had been unlawfully deprived of the vote, as well as the shareholders, are legitimized. administrators.

3. The actions of impeachment must be directed against society.

When the actor has the exclusive representation of the company and the Board has no appointment to that effect, the Judge shall appoint the person to represent it in the process, among the shareholders who have voted to the contested agreement.

4. Shareholders who have voted in favour of the contested agreement may intervene at their expense in the process to maintain their validity.

Art. 118. Competence.

It shall be a Judge competent to hear the case, except for any other, the Judge of First Instance of the place of the registered office. The Judge shall examine his own competence on his own initiative.

Art. 119. Procedure.

1. The actions for the challenge of the social agreements shall be dealt with in accordance with the provisions of the Civil Procedure Law for the smallest trial.

2. All challenges based on an annuity which have the same agreement shall be substantiated and decided in a single process. To that end, in the places where there is more than one Court of First Instance, the proceedings to be filed after another shall be distributed to the Judge who knew the first. The Court, whether or not the Court is unique, shall not give a course to any claim of challenge until the expiry of the expiry period referred to in Article 116 (2

.

Disputes based on causes of nullity that are exercised within the expiration period of the impugations of nulliable agreements will be accumulated to these according to the above rules. In other cases, the provisions of the Law on Civil Procedure, on the accumulation of cars, will be available.

3. If the evidence admitted includes the accounting officer, the Judge may grant an extraordinary trial period, which shall in no case be more than two months.

Art. 120. Suspension of the contested agreement.

1. The claimant or claimants representing at least 5 per 100 of the share capital may request the suspension of the agreement in their written application.

2. The Judge shall provide such a request at the previous hearing, and may provide that the damages that may be caused to the society may be secured by endorsement or caution.

In case of danger of delay, the Judge, prior to the prior appearance, may decree the suspension in accordance with the rules of the incidental procedure.

3. An appeal, which shall be admissible in both effect, shall be lodged against the judgment of the Judge-Goat for replacement proceedings and against the order of appeal, which shall be lodged within five days.

4. The Court shall admit the appeal and shall place the parties so that they may within the same period be personified in the Hearing. Within the term of formal notice, the appellant shall appear before the Hearing and at the same time formalise the appeal by means of a reasoned letter, which shall be transferred for five days to the recurrences who have appeared in order to may object.

5. The Hearing, without further formalities and without celebration of sight, will resolve within ten days. No recourse shall be made against the decision of the Hearing.

Art. 121. Preventive annotation.

1. The preventive annotation of the challenge in the Commercial Register and its publication in the "Official Gazette" may be obtained in accordance with the provisions of the Regulation of the Commercial Registry.

2. The preemption of the final decisions that order the suspension of the contested agreement will be practiced, without further formalities, the view of those.

3. The preventive annotation of the application shall be cancelled where the application is rejected by a final judgment and where the applicant has withdrawn the action or the application has expired. In the same circumstances, the preventive annotation of the suspension of the agreement shall be cancelled.

Art. 122. Statement.

1. The judgment that the action of impeachment considers will produce effects vis-à-vis all shareholders, but it will not affect the rights acquired by third parties in good faith as a result of the contested agreement.

2. The final judgment declaring the nullity of an order for registration must be entered in the Register. The "Official Gazette of the Commercial Register" will publish an extract.

3. In the event that the contested agreement is registered in the Commercial Registry, the judgment will also determine the cancellation of its registration, as well as that of the subsequent seats that are contradictory to it.

Section 3. Of the administrators

Art. 123. Appointment.

1. The appointment of the administrators and the determination of their number, when the Statute establishes only the maximum and the minimum, corresponds to the General Board, which may, in addition, in default of statutory provision, fix the guarantees the administrators must provide or relieve them of their benefit.

2. In order to be appointed administrator, the quality of the shareholder is not required, unless the Statute provides otherwise.

Art. 124. Prohibitions.

Cannot be administrators of the bankrupt and the unrehabilitated, the minors and the disabled, those sentenced to penalties that carry the disqualification for the exercise of public office, those who would have been convicted by Failure to comply with laws or social provisions and those who cannot exercise trade on the grounds of their position. Nor shall officials in the service of the administration be administered by the companies acting in their capacity as they relate to their own activities: of the company concerned.

Art. 125. Acceptance and registration of appointment.

The appointment of the administrators will take effect from the moment of their acceptance and must be submitted to registration in the Commercial Registry within ten days of the date of the one, stating their names, names and age, if they were natural persons or their registered name, if they were legal persons and, in both cases, their domicile and nationality and, in relation to the administrators assigned the representation of the company, if They can act on their own or need to do it together.

Art. 126. Duration of the charge.

The administrators shall be responsible for the period laid down in the Social Statutes, which shall not exceed five years. They may be re-elected once or more for periods of equal maximum duration.

Art. 127. Exercise of office.

1. The administrators shall perform their duties with the care of an orderly employer and a loyal representative.

2. They shall keep secret information of a confidential nature, even after they have ceased their duties.

Art. 128. Representation of society.

The representation of the Company, in judgment or outside of it, corresponds to the administrators in the form determined by the Statutes.

Art. 129. Scope of the representation.

1. The representation shall be extended to all acts covered by the social object defined in the Statute. Any limitation of the administrative powers of the administrators, even if registered in the Trade Register, will be ineffective against third parties.

2. The company shall be obliged to third parties who have acted in good faith and without any serious fault, even if it is detached from the statutes entered in the Commercial Register that the act is not included in the social object.

Art. 130. Remuneration.

The remuneration of the administrators must be fixed in the Statutes. When it consists of a profit share, it can only be deducted from the liquid profits and after the care of the legal and statutory reserve has been covered and the shareholders have been recognized as a dividend of 4 percent. 100, or the highest type that the Statutes have established.

Art. 131. Separation.

The separation of the Administrators may be agreed at any time by the General Meeting.

Art. 132. Separation. Special assumptions.

1. The Administrators who are incourses in any of the prohibitions in Article 124 shall be immediately removed, at the request of any shareholder, without prejudice to the liability in which they may incur, in accordance with the 133, for their unfair conduct.

2. The Administrators who force it from another competing Company and persons who in any form have interests opposite those of the Company shall cease in their capacity at the request of any partner and by agreement of the General Meeting.

Art. 133. Responsibility.

1. The Administrators will respond to the Company, in front of the shareholders and in front of the social creditors of the damage caused by acts contrary to the Law or to Ios Statutes or by those carried out without the diligence with which the position.

2. All the members of the administrative body which carried out the act or adopted the agreement shall be jointly liable, except those who prove that, having not intervened in their adoption and execution, they did not know their existence or knew it. everything convenient to avoid the damage or, at least, were expressly opposed to it.

In no case shall the circumstance be exonerated of the fact that the act or agreement has been adopted, authorized or ratified by the General Meeting.

Art. 134. Social action of responsibility.

1. The action of liability against the Administrators shall be initiated by the Company, upon agreement of the General Meeting, which may be adopted even if it is not on the agenda.

The Statutes may not establish a majority other than that provided for in Article 93 for the adoption of this Agreement.

2. The General Board may at any time compromise or waive the exercise of the action, provided that the partners representing 5 per 100 of the share capital are not opposed.

The agreement to promote the action or to compromise will determine the removal of the affected Administrators.

3. The approval of the annual accounts shall not prevent or imply the exercise of the action of liability or the waiver of the agreed or exercised action.

4. The shareholders, in accordance with Article 100, may request the general meeting to be convened to decide on the exercise of the liability action and also to jointly establish the liability action in respect of the defence of the social interest when the Directors do not convene the General Meeting requested for that purpose, when the Company does not enter into it within one month, counted from the date of adoption of the corresponding agreement, or when the has been contrary to the requirement of liability.

5. The Company's creditors may exercise the social action of liability against the Administrators when it has not been exercised by the Company or its shareholders, provided that the social patrimony is insufficient for the satisfaction of the your credit.

Art. 135. Individual action of responsibility.

Notwithstanding the provisions of the preceding articles. (a) shall be without prejudice to any action for compensation which may be the responsibility of the partners and third parties for acts of Administrators which directly injure the interests of those members.

Section 4. From the Board of Directors

Art. 136. Concept.

When the administration is jointly entrusted to more than two persons, these shall constitute the Board of Directors.

Art. 137. Proportional system.

The election of the members of the Council shall be carried out by means of a vote. For these purposes, the shares which are voluntarily grouped together shall constitute a figure of the share capital equal to or higher than that of dividing the (a) the number of Council Vocals shall have the right to designate those which, by overcoming whole fractions, are deducted from the corresponding proportion. In the event of the use of this power, the actions thus grouped shall not intervene in the vote of the other members of the Council.

Art. 138. Co-optation.

If, during the period for which the Administrators were appointed, vacancies are vacant, the Board may appoint among the shareholders the persons to be filled until the first General Meeting is convened.

Art. 139. Constitution.

The Board of Directors shall be validly constituted when the meeting, present or represented, is attended by half plus one of its components.

Art. 140. Adoption of agreements.

1. The agreements shall be adopted by an absolute majority of the members who are concurrent to the session, which shall be convened by the President or the President who does his or her duties.

2. Written and non-session voting will only be admitted when no Counsellor objects to this procedure.

Art. 141. Internal regime and delegation of powers.

1. Where the Statutes of the Company do not dispute otherwise, the Board of Directors may appoint its Chairman to regulate its own operation, accept the resignation of the Directors and appoint an Executive Committee or one or more Delegated members, without prejudice to the proxies that may be conferred on any person.

In no case may the accountability and presentation of balance sheets be delegated to the General Board, nor shall the powers granted to the Council, unless expressly authorized by it.

2. The permanent delegation of any faculty of the Board of Directors in the Executive Committee or the CEO and the appointment of the Administrators who are to hold such positions shall require the favourable vote of the two Third parties to the components of the Council and shall not produce any effect until their registration in the Trade Register.

Art. 142. Book of minutes.

Council discussions and agreements will take place in a book of minutes, which will be signed by the President and the Secretary.

Art. 143. Impeachment of agreements.

1. The Administrators may contest the null and void agreements of the Board of Directors or any other board of directors within 30 days of their adoption. Shareholders representing a 5 per 100 share capital may also be challenged by such agreements within 30 days of their knowledge, provided that one year has not elapsed since their adoption.

2. The challenge shall be dealt with in accordance with the provisions of the general meeting of the General Board.

CHAPTER VI

From the modification of the Statutes and the increase and reduction of capital

Section first. General provisions

Art. 144. Requirements for the modification.

1. The amendment of the Statutes shall be agreed by the General Board and shall require the following requirements:

(a) That the Administrators or, as the case may be, the shareholders of the proposal make a written report with the justification of the proposal.

(b) The ends to be modified shall be expressed in the call with due clarity.

(c) The notice of the call shall include the right of all shareholders to examine in the registered office the full text of the proposed amendment and of the report on the amendment and to request the free shipping or delivery of such documents.

d) That the agreement be adopted by the Board in accordance with the provisions of Article 103.

2. In any event, the agreement shall be entered in public deed which shall be entered in the Trade Register and shall be published in the "Official Gazette of the Trade Register".

Art. 145. Limits of the modification.

1. Any modification of the Statutes involving new obligations for the shareholders must be taken with the acquiescence of the stakeholders.

2. The creation. the modification and early termination of the obligation to make ancillary services shall also require the consent of the persons concerned.

Art. 146. Restrictions on the free transmissibility of shares.

Where the statutory amendment consists of restricting or conditioning the transmissibility of the nominee shares, the shareholders concerned who have not voted in favour of such an agreement shall not be subject to it for a period of time. three months. counted since the publication of the agreement in the "Official Gazette of the Commercial Register".

Art. 147. Replacing the social object.

1. Where the modification of the social statutes consists of the replacement of the object, the shareholders who have not voted in favour of the agreement and the shareholders without a vote shall have the right to separate themselves from the Company.

The right must be exercised in writing within one month of the publication of the agreement in the "Official Gazette of the Commercial Register".

2. If the shares are listed on an official secondary market, the value of the refund shall be the average price of the last quarter. In another case, and in the absence of an agreement between the Company and the interested parties, the value of the shares will be determined by the Company's auditor and, if it is not required for accounting verification. by the auditor to that effect designated by the Commercial Registrar of the registered office.

3. The agreement to replace the social object shall be entered in the Trade Register, accompanied by the declaration by the Administrators that no member has exercised the right of separation from having reimbursed the shares of those who have exercising that right, after amortisation of the same and reduction of social capital.

Art. 148. Disruptive modification to an action class.

1. For a statutory amendment to be valid which directly or indirectly injures the rights of a class of shares, it shall be required to have been agreed by the General Board, with the requirements laid down in Article 144 and also by the majority of the shares belonging to the class concerned. Where the classes concerned are several, the separate arrangement for each of them will be required.

2. The agreement of the shareholders concerned shall be adopted with the same requirements as provided for in Article 144 in special meetings or through separate votes in the general meeting, in which the notice shall be expressly stated.

3. Where the amendment concerns only part of the shares belonging to the same class and constitutes discriminatory treatment between them, it shall be considered for the purposes of the provisions of this Article which constitute independent classes. the actions concerned and those not affected by the amendment, the separate agreement of each of them being therefore necessary.

4. The provisions of this Law for the General Shareholders ' Meeting shall apply to the Special Boards.

Art. 149. Change of address.

1. Unless otherwise provided in the Statute, the change of registered office, consisting of its transfer within the same municipal term, shall not require the agreement of the General Meeting, and may be agreed upon by the Directors of the Company.

This modification shall be recorded in public deed, which shall be entered in the Trade Register, and shall be subject to the provisions of the following Article.

2. The agreement to transfer the company's domicile abroad can only be taken when an international agreement in force exists in Spain that allows it to maintain its own legal personality.

Shareholders who have not flown in favour of the agreement and the shareholders without a vote shall have the right of separation on the same terms and with the same consequences as set out in Article 147.

Art. 150. Advertising of certain modifications.

1. The change of name, the change of domicile, the replacement or any modification of the social object will be announced in two newspapers of great circulation in the province or respective provinces, without whose advertising they will not be able to register in the Register Mercantile.

2. Once the change in the name of the company is entered in the Register, it will be entered in the other Registers by means of marginal notes.

Section 2. Capital increase

Art. 151. Modes of augmentation.

1. The increase in social capital may be carried out by issuing new shares or by raising the nominal value of existing shares.

2. In both cases, the value of the increase in capital may consist either of new or non-cash contributions to the equity, including the compensation of claims against the Company, as in the conversion of reserves or the benefits already listed in that estate.

Art. 152. Requirements for augmentation.

1. The increase in social capital shall be agreed by the General Meeting with the requirements laid down for the amendment of the Social Statutes.

2. Where the increase is to be carried out by raising the nominal value of the shares, the consent of all shareholders shall be required, except in the case that it is made in full from the Company's reserves or profits.

3. The value of each of the shares in the Company, once the capital is raised, shall be paid up by at least 25 per 100.

Art. 153. Delegation to Administrators.

1. The General Board, with the requirements laid down for the amendment of the Social Statutes, may delegate to the Administrators:

(a) The power to indicate the date on which the agreement already adopted to increase the share capital must be taken into effect in the agreed figure and to fix the conditions of the same in all the non-foreseen in the agreement of the General Meeting. The period for the exercise of this delegated power may not exceed one year, except in the case of conversion of debt securities into shares.

(b) The power to agree on one or more occasions on the increase in social capital up to a figure determined on the occasion and on the amount they decide, without prior consultation of the General Board. These increases may in no case be higher than half the capital of the Company at the time of the authorization and shall be made by cash contributions within the maximum five-year period to be counted from the Board's agreement.

2. For the fact of the delegation the Administrators are empowered to give new wording to the article of the social statutes concerning the social capital, once agreed and executed the increase.

Art. 154. Increase with cash contributions.

1. For any increase in capital the value of which consists of new cash contributions to the equity, the total disbursement of the shares previously issued shall be a prerequisite, except for insurance companies.

2. However, an increase may be made if there is an outstanding amount of disbursement not exceeding 3 per 100 of the share capital.

Art. 155. Increase with non-cash contributions.

1. Where non-cash contributions have to be made for the increase, it shall be necessary for the time of the meeting of the Board to be made available to the shareholders in the form provided for in Article 144 (1) (c). Report of the Administrators in which the projected contributions, the persons to be made, the number and the nominal value of the actions to be delivered and the guarantees adopted according to the nature of the actions shall be described in detail. the goods in which the contribution consists.

2. Shares issued in return for non-cash contributions as a result of an increase in capital must be fully released within the maximum period of five years from the increase agreement.

Art. 156. Increase by compensation of credits.

1. An increase in capital by compensation of claims may only be made when the following requirements are met:

(a) That at least 25 per 100 of the credits to be offset are liquid, overdue and enforceable, and that the maturity of the remaining claims is not more than five years.

(b) The time of the meeting of the Board shall be made available to the shareholders, in the form set out in point (c) of the first paragraph of Article 144, a certificate of the Audit of the Company's accounts which accredit that, once the social accounting is verified, the data provided by the Administrators on the appropriations in question is accurate. If the Company does not have an Audit of Accounts, the certification shall be issued by an Auditor at the request of the Administrators.

2. Where capital is increased by the conversion of debt securities into shares, the provisions of the bond issuance agreement shall apply.

Art. 157. Increase from reservations.

1. Where the capital increase is made from reserves, the available reserves, the allowances and the legal reserve in the part exceeding 10 per 100 of the capital already increased may be used for that purpose.

2. An approved balance sheet referred to a date within six months immediately preceding the capital increase agreement, verified by the Auditors of the Company's accounts, or by an auditor, shall serve as a basis for the operation. request of the Administrators, if the Company was not required to verify accounting.

Art. 158. Preferential subscription right.

1. In the case of increases in the share capital with the issue of new shares, ordinary or privileged, the former shareholders and holders of convertible bonds may exercise within the time limit which is granted to them by the administration of the Company, which shall not be less than one month from the publication of the announcement of the subscription offer of the new issue in the "Official Gazette of the Trade Register", the right to subscribe a number of shares proportional to the nominal value of the shares held or held by the holders of convertible bonds held by the exercise at that time the power of conversion.

2. Where all the shares are nominative, the Administrators may replace the publication of the notice by a written communication to each of the shareholders and to the usufruttuarios entered in the book of registered shares, The term of subscription is computed from the submission of the communication.

3. The preferential subscription rights shall be transferable under the same conditions as the shares in which they derive.

In case of increase from reservations, the same rule will apply to the rights of free allocation of new shares.

Art. 159. Exclusion from the preferred subscription right.

1. In cases where the interest of the Company so requires, the General Board, when deciding on the increase in capital, may agree to the total or partial abolition of the right of preferential subscription. For the validity of this agreement, which must be respected as provided for in Article 144, it will be essential:

(a) That the proposal to abolish the right of preferential subscription and the type of issue of the new shares have been included in the call of the Board.

(b) The time of the meeting of the Board shall be made available to the shareholders, in accordance with the provisions of Article 144 (1) (c), a Memory drawn up by the Administrators, in which the justify in detail the proposal and the type of issue of the shares, with an indication of the persons to whom they are to be attributed, and a report drawn up under their responsibility by the Audit of the Company's accounts on the real value of the actions of the Society and the accuracy of the data contained in the Memory of the Administrators. Where the Company is not required to have accounting verification, the Auditor shall be designated by the Administrators for the purposes mentioned.

(c) The nominal value of the shares to be issued more, where applicable, the amount of the issue premium, corresponds to the actual value resulting from the report of the Auditors of the Company's accounts.

2. There shall be no place in the right of preferential subscription where the increase in capital is due to the conversion of bonds into shares or to the absorption of another Company or part of the spun-off equity of another Company.

Art. 160. "Subscription Bulletin".

1. Where shares are publicly offered for subscription, the offer shall be subject to the requirements laid down by the regulatory rules of the Securities Market and the subscription shall be entered in a document which, under the title of " "subscription" shall be extended in duplicate and shall contain at least the following particulars:

(a) The name and address of the Company, as well as the data identifier of its registration in the Commercial Registry.

(b) The name or the name or the name or social name, nationality and address of the subscriber.

c) The number of shares you subscribe, the nominal value of each of them and their series, if there are several, as well as their type of issue.

(d) The amount paid by the subscriber with the expression, if applicable, of the part corresponding to the nominal value paid out and the amount corresponding to the issue premium.

e) The identification of the Credit Entity in which the subscription is verified and the amounts mentioned in the "Bulletin" are disbursed,

(f) The date from which the subscriber may require the refund of the disbursement made in the event that the execution of the capital increase agreement has not been duly registered in the Commercial Registry.

g) The date and signature of the subscriber or their representative, as well as the person receiving the amounts disbursed.

2. Any subscriber will be entitled to obtain signed copy of the "Subscription Bulletin".

Art. 161. Incomplete subscription.

1. Where the capital increase is not fully subscribed within the time limit set for the subscription, the capital shall be increased by the amount of the subscriptions made only if the conditions of the issue expressly provided for in this Article. possibility.

2. If the agreement to increase the share capital will be without an incomplete subscription of the shares issued, the Directors of the Company will publish it in the "Official Gazette of the Commercial Registry" and, within the month following the one in which the subscription period shall be terminated, shall be returned to the subscribers or shall be entered in its name in the Bank of Spain or in the General Deposit Box of the contributions made.

Art. 162. Enrollment of the increase.

1. The social capital agreement and the implementation thereof must be entered simultaneously in the Trade Register.

2. The subscribers are obliged to make their contribution from the moment of the subscription, but they can ask for the resolution of this obligation and demand the return of the contributions made if, after six months since it was opened the time limit for the subscription, the documents proving the execution of the capital increase have not been submitted for registration in the Register.

3. If the non-filing of the documents is attributable to the Company, they may also require the legal interest.

Section 3. Reduction of capital

Art. 163. Embodiments of the reduction.

1. The reduction of capital may be aimed at the repayment of contributions, the remission of passive dividends, the formation or increase of the legal reserve or voluntary reserves or the restoration of the balance between capital and the equity of the Company decreased as a result of losses.

The reduction of capital will be compulsory for the Company if the losses have decreased by less than two thirds of the capital's figure and a social year has elapsed without recovered the estate.

2. The reduction may be made by decreasing the nominal value of the shares, their amortisation or their pooling to redeem them.

Art. 164. Requirements for the reduction.

1. The reduction of the share capital shall be agreed by the General Meeting with the requirements of the amendment of the Statute.

2. The Board's agreement shall, at least, express the amount of the reduction in capital, the purpose of the reduction, the procedure by which the Company is to carry it out, the period of execution and the amount to be paid, if any, to the shareholders.

3. Where the reduction implies redemption of shares by means of reimbursement to shareholders and the measure does not affect all the shares, the agreement of the majority of the shareholders concerned, adopted in the form provided for in the Articles 144 and 148.

4. Where the reduction is intended to restore the balance between the capital and the equity of the decreased company as a result of losses, it shall also affect all shares in proportion to their nominal value, but respecting Ios privileges that could have been granted in the Statutes or in the Law for certain classes of actions.

Art. 165. Publication of the reduction agreement.

The capital reduction agreement must be published in the "Official Journal of the Commercial Register" and in two large circulation newspapers in the province where the Company has its registered office.

Art. 166. Rights of opposition.

1. Creditors whose credit was born before the date of the last announcement of the capital reduction agreement shall have the right to oppose the reduction until they are guaranteed the unexpired credits at the time of publication.

The creditors whose claims are already adequately guaranteed will not be entitled to this right.

2. The right of opposition shall be exercised within one month from the date of the last announcement of the agreement.

3. The reduction of the share capital may not take effect until the Company provides assurance to the creditor's satisfaction or, in another case, until it notifies the creditor of the benefit of the solidarity bond in favour of the company credit duly enabled to lend it to the extent of the claim that the creditor was the holder and until such time as the creditor does not prescribe the action to enforce its compliance.

Art. 167. Exclusion from the right of opposition.

Creditors may not object to the reduction in the following cases:

1. When the reduction of capital is intended solely to restore the balance between capital and the equity of the diminished society as a result of losses.

2. º When the reduction is intended to constitute the constitution or increase of the legal reserve.

3. When the reduction is made from profits or free reserves or by way of amortization of shares acquired by the Company for free. In this case, the amount of the nominal value of the depreciated shares or the decrease in the nominal value of the shares must be allocated to a reserve which will only be available with the same requirements for the reduction of the social capital.

Art. 168. Reduction to compensate for losses and to provide legal reserve.

1. The capital may not be reduced with any of the purposes of the numbers 1. and 2. of the previous article when the Company has any kind of voluntary reserve or when the legal reserve, after the reduction, exceeds 10 percent. 100 of the capital.

2. The Balance that serves as the basis for the operation must be approved by the General Board, after verification by the Auditors of the Company's accounts or by the Auditor appointed for the purpose by the Administrators when the Company is not required to verify their annual accounts. The purpose of the reduction shall be expressly stated both in the agreement of the Board and in the public announcement thereof.

3. The surplus of the asset on the Passive which must result from the reduction must be attributed to the legal reserve without the latter being able to exceed the tenth part of the new capital figure. In no case may the reduction to repayments or remission of liabilities to shareholders be made.

4. In order for the Company to distribute dividends once the capital has been reduced, it will be necessary for the legal reserve to reach 10 per 100 of the new capital.

Art. 169. Simultaneous reduction and increase in capital.

1. The agreement to reduce the share capital to zero or below the minimum legal figure may be adopted only when the transformation of the Company or the increase in its capital is agreed at the same time up to a quantity equal to or greater than that mentioned above. minimum figure.

In any event, the shareholders ' right of preferential subscription shall be respected.

2. The effectiveness of the reduction agreement shall be conditional, if appropriate. the execution of the capital increase agreement.

3. The registration of the reduction agreement in the Trade Register may not be applied unless the conversion or capital increase agreement is applied simultaneously, as well as, in the latter case, its execution.

Art. 170. Reduction by acquisition of own shares.

1. Where the reduction of capital is to be made by the purchase of shares in the Company for redemption, the purchase shall be made available to all shareholders.

If the reduction agreement is to affect only one class of shares, the provisions of Article 148 shall be respected.

2. The proposed purchase must be published in the "Official Gazette of the Commercial Register" and in two newspapers of great circulation in the province in which the Company has its domicile, it will be maintained, at least for one month, will include all the particulars that are reasonably necessary for the information of the shareholders who wish to sell, and, where appropriate, shall express the consequences of not reaching the shares offered by the number fixed in the agreement.

3. Where all the shares are nominative, the Statute may allow the publication of the proposal referred to in the preceding paragraph to be replaced by the sending of the same to each of the shareholders, the duration of the offering from sending the communication.

4. If the shares offered for sale exceed the number previously set by the Company, the shares offered by each shareholder shall be reduced in proportion to the number of shares held by the Company.

5. Unless otherwise provided in the agreement of the Board or the proposed purchase, where the shares offered for sale do not reach the number previously fixed, the capital shall be deemed to be reduced by the corresponding amount. to the acquired shares.

6. Shares acquired by the Company shall be amortized within the month following the termination of the purchase offer period.

CHAPTER VII

From Annual Accounts

Section first. General provisions

Art. 171. Formulation.

1. The Directors of the Company are required to make, within the maximum period of three months from the closure of the social year, the annual accounts, the management report and the proposal for the implementation of the result, as well as, in their Case, accounts, and consolidated management report.

2. The annual accounts and the management report shall be signed by all the Administrators. If the signature of any of them is missing, it shall be indicated in each of the documents in which it is missing, with an express indication of the cause.

Art. 172. Annual accounts.

1. The annual accounts shall comprise the Balance Sheet, the Loss and Earnings Account and the Memory.

2. These documents, which form a unit, must be clearly worded and show the true image of the company's assets, financial situation and results, in accordance with this Law and with the provisions of the Code of Trade.

Art. 173. Separation of items.

1. In the balance sheet, as in the profit and loss account, the items referred to in articules 175 to 180 and in article 189 shall appear separately, in the order in which they are indicated.

2. A more detailed subdivision of these items may be made, provided that the structure of the schemes set out in those items is respected.

New items may also be added to the extent that their content is not included in any of the items already provided for in those schemes.

Art. 174. Pool of items.

The balance sheet items and the Profit and Loss Account items preceded by Arab numbers may be grouped, where they represent only an irrelevant amount to show the true and fair image of the equity, of the financial situation, as to the results of the Company or when clarity is favoured, provided that the grouped items are presented in a differentiated manner in the Memory.

Section 2. Balance sheet structure

Art. 175. Balance Sheet Scheme.

The Balance of the Anonymous Societies must conform to the following schema:

ACTIVE

A) Shareholders for unrequired disbursements.

B) Quiesced.

I. Establishment expenses.

II. Intangible fixed assets.

III. Tangible assets.

IV. Financial fixed assets.

C) Working assets.

I. Shareholders for required disbursements.

II. Stocks.

III. Debtors.

IV. Transferable securities.

V. Treasury.

VI. Adjustments to be made.

STEP

A) Own funds.

I. Subscribed capital.

II. Emission premiums.

III. Repricing reserve.

IV. Reservations.

V. Results from previous exercises.

VI. Exercise result (benefit or loss).

B) Provisions for risks and expenses.

c) Long-term creditors.

(d) Short-term creditors.

Art. 176. Breakdown of fixed assets.

Item B) of the Asset, "Quiesced", will include:

1. In paragraph II, "Intangible assets":

1. Research and development expenditure.

2. Concessions, patents, licences, trade marks, and similar rights and goods, if they have been acquired for consideration without being included in the following item 3, or created by the Company itself.

3. Trade fund. to the extent that it has been acquired for consideration.

4. Advances.

2. º In paragraph III, "Material assets":

1. Land and buildings.

2. Technical installations and machinery.

3. Other installations, tools and furniture.

4. Advances and tangible assets in progress.

3. In paragraph IV, "Financial assets":

1. Holdings in Group Societies.

2. Credits to Group Societies.

3. Shares in Companies associated with the group.

4. Credits to Companies associated with the group.

5. Titles having the character of fixed assets.

6. Other credits.

7. Own actions.

Art. 177. Breakdown of the Working Asset.

Item C) of the Asset, "Working Asset", will include:

1. º In section II, "Stocks":

1. Raw materials and consumables.

2. Products in the course of manufacture.

3. Finished products and goods.

4. Advances.

2. º In paragraph III, "Debtors":

1. Customers by sales and service capabilities.

2. Companies in the debtor group.

3. Companies associated with the debtor group.

4. Other debtors.

The amount of the credits or the part with maturity not exceeding one year shall be included in this paragraph III, "Debtors".

3. In paragraph IV, "Securities":

1. Holdings in Group Societies.

2. Shares in Companies associated with the group.

3. Own actions.

4. Other transferable securities.

Art. 178. Breakdown of reserves.

Paragraph IV, "Reserves", in paragraph A) of the Passive, shall include:

1. Legal reservation.

2. Reservations for own actions.

3. Statutory reserves.

4. Other reservations.

Art. 179. Breakdown of provisions for risks and expenses.

Paragraph B), "Provisions for Risks and Expenses", of the Passive, shall include:

1. Provisions for pensions and similar obligations.

2. Provisions for taxes.

3. Other provisions.

Art. 180. Breakdown of creditors.

1. (c) and (d). 'Long-term creditors and short-term creditors' of the Passive shall include:

1. Emissions of obligations, with separate mention of those that are to be agreed.

2. Debt to Credit Entities.

3. Advances received by orders, provided that they are not deducted separately from the amount of the stock.

4. Debts for purchases or services.

5. Debts represented by trade effects.

6. Debts to group companies

7. Debts to Companies associated with the group.

8. Other debts, with the inclusion of the tax authorities and those contracted with the Social Security.

2. The amount of the debts or the part of the debts with a maturity of not more than one year shall be included in paragraph (D), "Short-term creditors". Adjustments for the period shall also be included in this paragraph.

Art. 181. Short balance sheet.

1. The companies in which, for two consecutive years at the end of the year, at least two of the following circumstances may be present,

make an abbreviated balance sheet in the form provided for in the following paragraph:

(a) That the total of the items in the Asset does not exceed 230,000,000 pesetas.

b) That the net amount of your annual turnover is less than 480,000,000 pesetas.

c) That the average number of employees employed during the financial year is not more than 50.

2. The abbreviated balance sheet shall comprise only the items in the scheme provided for in Article 175, with a separate statement of the amount of the claims and debts of a residual duration of more than one year in the forms laid down in that Article. article, but globally for each of those items.

Art. 182. Items that affect multiple items.

1. Where an element of the Asset or the Passive element may be included in several headings of the scheme, the relationship of one to another shall be indicated, either in the consignment where it appears, or in the Memory, where this indication is necessary for the understanding of the annual accounts.

2. Own shares and holdings in the group's companies may only be included in the items provided for this purpose.

Art. 183. Guarantees committed to third parties.

1. All guarantees committed to third parties, without prejudice to their registration within the Balance Sheet, shall be clearly indicated in the balance sheet where their cash disbursement is foreseeable.

2. The different classes of guarantees granted, with an express mention of those of a real nature, must be clearly stated.

3. If such guarantees refer to Group companies, this circumstance should be specifically mentioned.

Section 3. Special provisions on certain balance sheet items

Art. 184. Attachment of the assets in the Asset.

1. The attachment of the assets to the fixed assets or to the circulating assets shall be determined on the basis of the affectation of those assets.

2. The fixed assets shall comprise the assets of the assets intended to be used in a lasting manner in the activity of the Company.

3. In the heading 'Land and buildings', all goods which the Civil Code considers to be immovable must be included, unless they have a specific item in the balance sheet scheme.

Art. 185. Concept of participation.

1. For the purposes of this Chapter, the rights to capital of other Societies which, by creating a lasting link, are intended to contribute to the activity of the Company, are understood by shareholdings.

2. It shall be presumed that there is a participation in the sense above expressed when at least 20 per 100 of the capital of another Company is held, or 3 per 100 if it is listed on the Stock Exchange.

Art. 186. Adjustments to be made.

1. In the item 'Adjustments to the reporting period' of the asset, expenditure which, having been accounted for during the financial year, corresponds to a later item.

The revenue attributable to the financial year that is only payable after the end of the year shall be among the appropriations.

2. In the item 'Adjustments to the Repayment Adjustment' of the Liabilities, revenue received before the closing date of the Balance sheet shall be entered when it is attributable to a subsequent financial year.

The expenses attributable to the financial year that are to be satisfied in another post will be among the debts

3. Where the revenue or expenditure referred to in the preceding paragraphs is of some importance, the report shall be reported.

Art. 187. Value fixes.

Value adjustments shall include all those intended to take into account the depreciation, whether or not definitive, of the assets that have taken place at the date of the closing of the Balance Sheet.

Art. 188. Provisions for risks and expenses.

1. The provisions for risks and expenses shall cover expenditure incurred in the same financial year or in another previous year, losses or debts which are clearly specified in relation to their nature, but which, at the date of the closing of the balance sheet, are probable or certain and are indeterminate as to their impose or as to the date on which they will be produced.

2. Provisions for risks and expenses shall not be used to correct the value of assets.

Section 4. Profit and loss account structure

Art. 189. Profit and Loss Account scheme.

The Loss and Profit Account of the Anonymous Societies must conform to the following schema:

A. Expenses:

1. Reduction of stocks of finished products and in the course of manufacture.

2. (a) Consumption of raw materials and other consumable materials.

b) Other external expenses.

3. Staff costs.

a) Wages, salaries and assimilated.

b) Social loads, with separate mention of those covering pensions.

4. a) Dotations for redemptions and provisions of the costs of establishment and the tangible and intangible fixed assets.

b) Dotations for circulating provisions.

5. Other operating expenses.

6. Allocations for provisions and redemptions of financial assets and transferable securities of the working asset.

7. Interest and expenses assimilated, with a separate mention of the group's companies.

8. Result of ordinary activities.

9. Extraordinary expenses.

10. Corporation Tax.

11. Other taxes.

12. Result of the exercise.

B) Revenue:

1. Net amount of the turnover.

2. Increase in stocks of finished products and in the course of manufacture.

3. Jobs performed by the Enterprise for itself reflected in the asset.

4. Other operating income.

5. Income from shares, with a separate mention of those of the group's companies.

6. Income from other transferable securities and assets of fixed assets, with a separate mention of those of the group's companies.

7. Other interest and income assimilated, with a separate mention of those of the group's companies.

8. Result of ordinary activities.

9. Extraordinary revenue.

10. Result of the exercise.

Art. 190. Short profit and loss account.

1. The companies in which, for two consecutive years at the end of the year, two of the following circumstances are present, may make an abbreviated profit and loss account in the form provided for in the following paragraph:

(a) that the total of the assets in the balance sheet does not exceed 920,000,000 pesetas.

b) That the net amount of its annual turnover is less than 1,920,000.000 of pesetas.

c) That the average number of employees employed during the financial year is not more than 250.

2. To form the short profit and loss account, items A1 shall be grouped together. A2 and B2, on the one hand, and B1, B3 and B4, on the other hand, to be included in a single item named, as the case may be, 'Actuals of Exploitation' or 'Operating Income'.

Art. 191. Business figure.

The amount of the business figure will comprise the amounts of the sale of the products and the provision of services corresponding to the ordinary activities of the Company deducted the bonuses and other reductions on sales, as well as Value Added Tax and other taxes directly related to the above mentioned business figure.

Art. 192. Extraordinary expenses and revenues.

1. The items of "Extraordinary income" and "Extraordinary expenses" shall be the revenue or expenditure that does not come from the ordinary business of the holding of the Company.

2. Where such revenue or expenditure is relevant to the assessment of the results, it shall be expressed in the express reference of its amount and nature.

The same rule applies to revenue and expenses attributable to another exercise.

Section 5. Valuation rules

Art. 193. General principles on valuation.

The assessment of the components of the various items appearing in the annual accounts shall be carried out in accordance with the provisions of the Trade Code and the specific provisions of the Articles next.

Art. 194. Establishment and other expenses.

1. Establishment and research and development costs likely to be collected as assets shall be amortised over a maximum period of five years.

2. The goodwill may be included in the balance sheet asset only when it has been acquired for consideration.

Your amortisation, which must be performed in a systematic manner, may not exceed the period during which that fund contributes to the collection of income for the Company, with the maximum limit of ten years.

When amortisation is over five years, timely justification should be collected in memory.

3. Until the above items have not been fully amortised, any profit distribution is prohibited unless the amount of available reserves is at least equal to the amount of unamortized expenses.

Art. 195. Asset valuations.

1. Fixed assets must be valued at the purchase price or at the cost of production. in accordance with the provisions of the Trade Code.

2. Value adjustments shall be made in accordance with the following criteria:

(a) Financial immobilizations shall be subject to value adjustments in order to give them the lower value to be attributed to them at the closing date of the balance sheet.

(b) The assets of the fixed assets, irrespective of whether their use is limited or not in time. they shall be subject to value adjustments in order to give them the lower value than the closing date of the balance sheet, if the depreciation is expected to be durable.

(c) The value adjustments referred to in points (a) and (b) shall be taken to the profit and loss account and be indicated as a separate signature in the memory, unless they already appear in this form in the own loss account and earnings.

(d) The valuation in accordance with the lower value referred to in (a) and (b) above shall not be maintained when the reasons for the value adjustments have ceased to exist.

3. The amount of the difference which may arise between the accounting valuation and those corresponding to exceptional value adjustments of the assets of the fixed assets which are the same shall be indicated in the memory, with due justification. only due to the application of the tax legislation.

4. In the event of the inclusion in the cost of production of the immobilised the interest of the loans to finance their manufacture, this circumstance shall be recorded in the memory.

Art. 196. Rating of the circulating.

1. The elements of the working asset shall be valued at the purchase price or the cost of production, as established in the Trade Code.

2. On the basis of a reasonable commercial assessment, valuation corrections shall be made in the event that they are necessary to prevent the valuation of the elements of the working asset from being modified in the near future.

The amount of such corrections will be separately entered into the profit and loss account.

The lower rating cannot be maintained if the reasons for the corrections were no longer present.

3. The amount of the difference that may arise between the accounting valuation and the amount corresponding to the exceptional value adjustments of the assets of the working asset shall be indicated in the memory, with due justification. only due to the application of the tax legislation.

Art. 197. Debt repayment premium.

1. Where the amount to be repaid in respect of debts is higher than the amount received, the difference shall be shown separately in the balance sheet asset.

2. Such a difference shall be amortised with reasonable annual amounts and at most at the time the debt is repaid.

Art. 198. Amount of certain provisions.

1. The amount of the provisions for risks and expenses shall not exceed the requirements for which they are constituted.

2. The provisions appearing in the balance sheet under the heading 'Other provisions' shall be specified in the report where they are of some importance.

Section sixth. Memory

Art. 199. Object of memory.

Memory will complete, expand, and comment on the balance sheet and profit and loss account.

Art. 200. Content.

The memory must contain, in addition to the indications specifically provided by the Commercial Code and by this Law, the following:

First.-The valuation criteria applied to the various items in the annual accounts and the methods of calculating the value adjustments.

For the items contained in the annual accounts which at present or at their origin would have been expressed in foreign currency, the procedure used to calculate the exchange rate at pesetas shall be indicated.

Second. The name and address of the Companies in which the Company holds, directly or indirectly, at least 3 per 100 of the capital for those Societies that are listed on the Stock Exchange and 20 per 100 for the rest, with an indication of the proportion of capital held, as well as the amount of capital and reserves and the result of the last financial year.

The mentions provided for in this number may be established in a relationship, which will be deposited in the Mercantile Register. They may be omitted where, by their nature, they may cause serious harm to the societies to which they relate. The omission must be mentioned in the memory.

Third. -When there are several classes of actions, the number and the nominal value of each of them.

Fourth. The financing table, which will describe the resources obtained in the exercise and its different origins, as well as the application or employment of the same in fixed or circulating.

Fifth. The existence of bonds of enjoyment, convertible bonds and similar securities or rights, with an indication of their number and the extent of the rights they confer.

Sixth.-The amount of the debts of the Company whose residual duration is greater than five years, as well as that of all debts that have a real guarantee, with an indication of their form and nature.

These indications shall be separately for each of the debt items in accordance with the statutory balance sheet.

Seventh.-The overall amount of the guarantees committed with third parties, without prejudice to their recognition within the liability of the balance sheet where it is foreseeable that the effective performance of an obligation is derived from them or where the indication is useful for the assessment of the financial situation.

It should be noted with due clarity and separation of existing pension commitments, as well as those concerning Group Companies.

Eighth. -Distribution of the net amount of the business figure corresponding to the Company's ordinary activities, by categories of activities as well as by geographic markets, to the extent that, from the point of view the organisation of the sale of products and the provision of services corresponding to the ordinary activities of the Company, those categories and markets differ significantly from each other.

The particulars provided for in this number may be omitted by indicating it in memory, when by its nature they may cause serious harm to the Society. Such mentions may also be omitted by companies that may make an abbreviated profit and loss account.

Ninth.-The average number of persons employed in the course of the financial year, expressed in categories, as well as the staff costs relating to the financial year, distributed as provided for in Article 189 (3), where they are not so entered in the profit and loss account.

10th. -The difference that could be made between the calculation of the accounting result of the financial year and the one that would result from having carried out an assessment of the items with fiscal criteria, because they did not coincide with the principles accounting for mandatory application.

When such an assessment has a substantial impact on the future tax burden, indications should be given.

11th. The difference between the tax burden charged to the financial year and the previous years, and the tax burden already paid or to be paid for those exercises, to the extent that this difference has a certain interest with with respect to the future tax burden.

This amount may also appear cumulatively in and balance sheet in an individual item with the corresponding title.

Twelfth.-The amount of the salaries, allowances and remuneration of any class accrued in the course of the financial year by the members of the administrative board, whatever their cause, as well as the obligations incurred in the course of the financial year the pension or payment of life insurance premiums in respect of the former and current members of the administrative body.

This information will be given on a global basis for remuneration.

Thirteenth.-The amount of advances and credits granted by members of the administrative bodies, with an indication of the interest rate, their essential characteristics and the amounts eventually returned, as well as the obligations assumed on behalf of them as collateral.

This information will be given globally for each category.

Fourteenth.-The movements of the various items of the fixed assets, as well as the assets of the establishment. To this end on the basis of the purchase price or the cost of production, they must be indicated separately for each of the fixed asset items, on the one hand the inputs and outputs, as well as the transfers of the financial year and, another part, the value adjustments accumulated on the date of the balance sheet closure and the corrections made during the financial year on the value adjustments for previous years.

Art. 201. Short memory.

Companies that may make short balance sheet may omit the information referred to in the previous article, except for the first to third, twelfth and fourteenth. However, the data referred to in the sixth indication of that Article shall be indicated in a comprehensive manner.

Section 7. Management report

Art. 202. Content of the management report.

1. The management report shall contain a fair presentation on the evolution of the business and the situation of the Company.

2. It shall also report on the major events for the Society which occurred after the end of the financial year, the foreseeable development of the exercise, research and development activities and, in the terms laid down in that Law, acquisitions of own shares.

Section 8. Verification of the annual accounts

Art. 203. Auditors of Accounts.

1. The annual accounts and the management report shall be reviewed by Auditors.

2. Companies that may have an abbreviated balance sheet are exempted from this obligation.

Art. 204. Appointment by the General Board.

1. Persons who are required to audit the accounts shall be appointed by the General Board before the end of the audit exercise for a specified period of time, which may not be less than three years and not more than nine years, from the date the first exercise is started to be audited. They may not be re-elected until three years have elapsed since the end of the previous period.

2. The Board may appoint one or more legal or legal persons to act jointly. Where the designated persons are natural persons, the Board shall appoint as many alternates as the holders.

3. The General Board may not revoke the Auditors before the end of the period for which they were appointed, unless it is a fair cause.

Art. 205. Appointment by the Commercial Registrar.

1. Where the Board of Directors has not appointed the Auditors before the end of the audit, they shall be required to do so, or the persons appointed shall not accept the position or are unable to fulfil their duties, the Administrators, the Commissioner of the Union of Obligationists or any shareholder may request from the Commercial Registrar of the registered office the designation of the person or persons to carry out the audit, in accordance with the provisions of the Regulation of the Commercial Registry.

2. In companies that are not required to submit the annual accounts to the audit by an auditor, the shareholders representing at least 5 per 100 of the share capital may request the Commercial Registrar of the registered office, with (a) the Company shall be responsible for carrying out the review of the annual accounts for a given financial year, provided that it has not been three months after the date of closure of that financial year.

Art. 206. Judicial appointment.

When fair cause is present, the Directors of the Company and persons entitled to request the appointment of Auditor may ask the Judge of the First Instance of the registered office to revoke the appointed by the General meeting or the Commercial Registrar and the appointment of another.

Art. 207. Remuneration.

1. The remuneration of the Auditors or the criteria for their calculation shall in any case be fixed before they begin the performance of their duties and for the entire period in which they are carried out.

2. No other remuneration or benefit of the audited Company may be received for the exercise of that function.

Art. 208. Object of the audit.

Auditors, acting in accordance with the rules governing the audit, shall check whether the annual accounts offer the true and fair view of the equity, the financial situation and the results of the Company, as well as the consistency of the management report with the annual accounts for the financial year.

Art. 209. Report.

1. The Auditors shall draw up a detailed report on the outcome of their action, in accordance with the law on audit of accounts, which shall contain the following entries:

(a) The observations on any infringements of the statutory or statutory rules which have been found in the accounts, in the annual accounts or in the management report of the Company.

(b) The observations on any event which they have found, where this poses a risk to the financial situation of the Company.

2. Where they do not have to make any reservation as a result of the verification, they shall express this in the audit report stating that the accounts and the management report meet the requirements referred to in the previous paragraph. Otherwise, they will include reservations in the report.

Art. 210. Deadline for the issue of the report.

1. The Audit Auditors shall have at least one month's time, from the moment they are given the accounts signed by the Administrators, to submit their report.

2. If, as a result of the report, the Administrators were to be seen. required to alter the annual accounts, the Auditors will have to expand their report and incorporate the changes produced.

Art. 211. Action of responsibility. Legitimization.

Legitimization to demand accountability from the Society to the Audit Auditors will be governed by the provisions of the Company's Administrators.

Section ninth. Approval of accounts

Art. 212. Approval.

1. The annual accounts shall be approved by the General Shareholders ' Meeting.

2. From the call of the General Meeting, any shareholder may obtain from the Company, immediately and free of charge, the documents to be submitted for the approval of the same and the report of the Auditors of Accounts.

This right will be mentioned in the call.

Art. 213. Application of the result.

1. The General Board shall decide on the implementation of the outcome of the financial year in accordance with the approved balance sheet.

2. Once the care provided for by the Act or the statutes is covered, only dividends may be distributed from the profit of the financial year, or from reserves of free disposal, if the value of the net book assets is not or, as a result of the distribution, it does not turn out to be inferior to social capital.

If there were losses from previous exercises that would make that value of the Company's net worth less than the share capital figure, the profit will go towards offsetting these losses. The provisions of Article 194 shall also be taken into account.

Art. 214. Legal reservation.

1. In any event, a figure equal to 10 per 100 of the profit for the financial year shall be allocated to the legal reserve until it reaches at least 20 per 100 of the share capital.

2. The legal reserve, as long as it does not exceed the limit indicated, may only be used for loss compensation in the event that there are no other available reserves sufficient for this purpose. The provisions of Article 157 shall be subject to

provisions of Article 157.

Art. 215. Dividend distribution.

1. The distribution of dividends to ordinary shareholders shall be made in proportion to the capital they have disbursed.

2. In the dividend distribution agreement the General Board shall determine the time and form of the payment. In the absence of a determination on these individuals, the dividend shall be payable at the registered office from the day following that of the agreement.

Art. 216. Amounts to account of dividends.

The distribution among the shareholders of amounts to account of dividends can only be agreed by the General Meeting or by the Administrators under the following conditions:

(a) The Administrators shall make an accounting statement in which it becomes clear that there is sufficient liquidity for the distribution. That status will then be included in memory.

(b) The amount to be distributed may not exceed the amount of the results obtained since the end of the last financial year, deducted from losses from previous financial years and the amounts to be provided to them. reserves required by law or by statutory provision, as well as the estimate of the tax payable on such results.

Art. 217. Refund of dividends.

Any distribution of dividends or of amounts to account of dividends that contravene the provisions of this Law shall be returned by the shareholders who have received them, with the corresponding legal interest, when the Society proves that the recipients knew the irregularity of the distribution or that, given the circumstances, they could not ignore it.

Section 10th. Deposit and advertising of annual accounts

Art. 218. Deposit of accounts.

Within the month following the approval of the annual accounts, it will be submitted for deposit in the Commercial Registry of the registered office of the General Board of approval of the annual accounts and of the application of the result, which shall be accompanied by a copy of each of those accounts, as well as the management report and the audit report of the Auditors, where the Company is obliged to audit or has been carried out at the request of the minority. If one or more of the annual accounts have been formulated in abbreviated form, this shall be recorded in the certificate with the expression of the cause.

Art. 219. Registration qualification.

1. Within 15 days of the date of the filing seat, the Registrar shall qualify under his/her responsibility if the documents filed are those required by the Law, if they are duly approved by the General Board if they are the required signatures. If you do not appreciate defects, you will have the deposit, practicing the corresponding seat in the Book of Deposit of Accounts and in the sheet corresponding to the Depository Society. Otherwise, it shall proceed in accordance with the provisions of the defective titles.

2. The Trade Register shall keep the documents deposited during the six-year period.

Art. 220. Advertising of the deposit.

1. On the first working day of each month, the Registrar shall forward to the Central Register a list of the companies which had fulfilled the obligation to deposit the annual accounts in the previous month.

The "Official Gazette of the Commercial Registry" will publish the announcement of the Companies that would have complied with the deposit obligation.

2. Anyone can obtain information from all documents deposited.

Art. 221. Sanctioning regime.

1. Failure by the Administrators of the obligation to deposit the documents referred to in this section will result in the imposition of a fine on the Company amounting to 200,000 to 2,000,000 pesetas for each year of delay in the compliance with the deposit obligation, after the Ministry of Economy and Finance has been instructed to file a file, with an audience of the interested parties and in accordance with the Law of Administrative Procedure.

2. The offences referred to in this Article shall be prescribed at three years.

Art. 222. Publication.

In the case of publication of the documents referred to in Article 218, it must be indicated whether it is complete or abbreviated. In the first case, the text of those deposited in the Trade Register must be faithfully reproduced, including the auditors ' report in full. In the second case, reference shall be made to the office of the Commercial Registry in which the documents were deposited. The audit report may be omitted in this publication, but it will be indicated if it has been issued with reservations or not.

CHAPTER VIII

From transformation, merge, and spin

Section first. Transformation

Art. 223. Transformation of Anonymous Company.

1. Public limited liability companies may be transformed into collective, limited or limited liability companies.

2. Unless otherwise provided for in law, any transformation into a different type of society shall be null and void.

Art. 224. Transformation Agreement.

1. The conversion shall be agreed, in any case, by the General Shareholders ' Meeting, with the requirements and formalities laid down in Article 103.

2. The agreement will be published three times in the "Official Gazette of the Commercial Register" and in the newspapers of great circulation in the province in which the Society has its domicile.

Art. 225. Transformation into a collective or community partnership.

1. The transformation agreement of an anonymous company into a collective or a common company, simple or by way of actions, will only force the members who have voted in their favour.

2. Dissenting shareholders and non-members of the General Board shall be separated from the Company provided that, within one month from the date of the last notice referred to in the previous Article, they do not adhere in writing to the agreement. of transformation.

3. Shareholders who have not signed up will be reimbursed for their shares in the form prevented in this Law for the replacement of the social object.

Art. 226. Transformation in Limited Liability Society.

In cases of the transformation of limited liability companies into limited liability companies, shareholders who have not voted in favour of the agreement will not be subject to the provisions of Chapter V of the Law on Regime. Legal of Limited Liability Companies for a period of three months, counted from the publication in the "Official Gazette of the Mercantile Register" of the processing agreement.

Art. 227. Transformation Write.

The transformation shall be recorded in public deed, which shall be entered in the Trade Register, and shall contain, in any event, the particulars required by the Law for the Constitution of the Society to be adopted, and the Balance Sheet general closed the day before the agreement, the relationship of the shareholders who have made use of the right of separation and the capital they represent, as well as the final balance sheet, closed on the day before the writing was granted.

Art. 228. Continuity of personality.

1. The transformation carried out in accordance with the provisions of the foregoing articles shall not change the legal personality of the Company, which shall continue to remain in the new form.

2. The above paragraph shall not apply where the General Board of an anonymous Company agrees to the dissolution of the Company and the formation of another one in a different manner.

Art. 229. Continuity of participation.

1. The processing agreement may not modify the shares of the shareholders in the capital of the Company. In exchange for the shares which are to be removed, the former shareholders shall be entitled to be assigned shares, shares or shares in proportion to the nominal value of the shares held by each of them.

2. The special rights other than shares may not be reduced, unless the holders expressly consent to them.

Art. 230. Extension of unlimited liability.

Partners who by virtue of transformation assume unlimited liability for social debts will respond in the same way as the debts prior to the transformation.

Art. 231. Transformation into a public limited company.

1. The transformation of collective, community or limited liability in public limited liability companies shall not affect the legal personality of the transformed society and shall be recorded in public deed, which shall necessarily express all the particulars provided for in the constitution of an anonymous company.

The report of independent experts on non-cash social heritage will be incorporated into transformation writing.

2. The public processing deed shall be submitted for registration in the Trade Register, accompanied by the general balance sheet closed on the day before the processing agreement.

Art. 232. Liability for previous debts.

The transformation of collective or community societies into public limited companies does not free the collective partners of the transformed society from responding in solidarity and in person, with all their assets, from social debts. prior to the transformation of the Company, unless the creditors have expressly consented to the transformation.

Section 2. Merge

Art. 233. Classes and effects of the merger.

1. The merger of any company in a new limited company will involve the extinction of each of them and the transfer in block of the respective social heritages to the new Entity that has to acquire by universal succession the rights and obligations of those.

2. If the merger is to result from the absorption of one or more companies by another existing anonymous company, the company will acquire in the same way the assets of the acquired companies, which will become extinct, increasing, if necessary, the social capital in the amount to be obtained.

Art. 234. Preparing the merge.

1. The Administrators of the Companies participating in the merger will have to draft and subscribe to a draft merger. If any of them are missing, it will be pointed out at the end of the project, with indication of the cause.

2. Once the merger project has been concluded, the Administrators of the merging companies shall refrain from carrying out any kind of act or from concluding any contract which may compromise the approval of the project or amend substantially the exchange ratio of the shares.

3. The draft terms of merger shall be without effect if it has not been approved by the General Boards of all Societies participating in the merger within six months of their date.

Art. 235. Content of the merge project.

The merge project will contain at least the following mentions:

(a) The name and address of the companies participating in the merger and of the new Company, if any, as well as the data identifiers of their registration in the Commercial Registry.

(b) The exchange rate of the shares, to be determined on the basis of the real value of the equity, and the additional compensation in money which, if any, is provided for.

(c) The procedure whereby the securities of the companies to be extinguished shall be redeemed. the date from which the new shares will be entitled to participate in the social gains and any peculiarities relating to this right.

(d) The date from which the operations of the companies that are extingn are to be considered to be carried out for accounting purposes on behalf of the Company to which they transfer their assets.

(e) The rights to be granted in the acquiring company or in the new company which is made up of holders of special classes and those with special rights other than shares in the Companies to be extinguished or, where appropriate, the options offered to them.

(f) The advantages of any class that are to be attributed in the acquiring company or in the new Company to the independent experts involved in the merger project, as well as to the Administrators of the Companies that merge, from the absorbent or from the new Society.

Art. 236. Expert report on the merge project.

1. The Administrators of each of the merging companies shall request from the Commercial Registrar corresponding to the registered office the designation of one or more independent and distinct experts, so that, separately, they issue a report on the draft merger and on the assets provided by the companies that are extinguished.

2. By way of derogation from the above paragraph, the Administrators of all merging companies may ask the Commercial Registrar to designate one or more experts for the preparation of a single report. The designation shall be the business registrant of the registered office of the acquiring company or of the registered office of the new company.

3. The experts appointed, whose responsibility shall be governed by the provisions of the auditors of the Company, may obtain from the companies involved in the merger, without limitation, all the information and documents they create useful and proceed to all the verifications they deem necessary.

4. In their report they shall in any event state whether the exchange rate of the shares is justified or not, what the methods are followed to establish it, whether such methods are appropriate, mentioning the values to which they lead, and the special assessment difficulties, if they exist.

Experts shall also state whether the assets provided by the companies that are extinguished are at least equal to the capital of the new Company or to the increase in the capital of the acquiring company, as the case may be.

Art. 237. Administrators report on the merge project.

The managers of each of the companies involved in the merger will draw up a report explaining and justifying in detail the draft merger in its legal and economic aspects, with particular reference to the type of merger. the exchange of the shares and the special valuation difficulties that may exist.

Art. 238. Information to shareholders about the merger.

1. Upon publication of the notice of the Board, they shall be made available to the shareholders, the holders of special rights other than the shares, as well as the representatives of the employees, for examination at the address of the Board of Directors. social, the following documents:

a) The merge project.

b) The independent experts ' reports on the draft merger.

c) The reports of the Administrators of each of the Societies on the draft merger.

(d) The annual accounts and the management report of the last three financial years of the companies participating in the merger, with the corresponding report of the auditors.

(e) The merger balance of each of the companies, where it is different from the last annual balance sheet approved by the Board, together with the report that on its verification must issue, where appropriate, the auditors of the Society.

(f) The draft constitution of the new Company or, in the case of an absorption, the full text of the amendments to be made to the Statutes of the acquiring company.

g) The existing Statutes of the Companies participating in the merger.

(h) The relationship of names, surnames and age, if they were natural persons, or the name or social reason, if they were legal persons, and, in both cases, the nationality and domicile of the Administrators of the Societies which participate in the merger, the date from which they hold their positions and, where appropriate, the same indications as those to be proposed as Administrators as a result of the merger.

2. The Administrators of the merging Societies are required to inform the General Board of their Company of any significant changes to the Asset or the Passive in any one of them between the date of the drafting of the fusion and that of the meeting of the General Board.

The same information should provide, in cases of merger by absorption to the Administrators of the absorbing Society and these to those, so that, in turn. inform your General Board.

Art. 239. Merge balance.

1. The last approved annual balance sheet may be considered as a merger balance, provided that it has been closed within six months of the date of the conclusion of the meeting to be resolved by the merger.

If the annual balance sheet does not meet that requirement, a closed balance sheet must be drawn up after the first day of the third month preceding the date of the draft merger, following the same methods and criteria as Presentation of the last Annual Balance sheet.

In both cases, the valuations contained in the latest Balance sheet may be modified in consideration of significant changes in real value that do not appear in the accounting entries.

2. The merger balance shall be verified by the auditors of the Company when there is an obligation to audit, and shall be subject to the approval of the Board which deliberates on the merger, the effects of which shall be expressly mentioned. on the agenda of the Board.

3. The challenge of the Merger Balance cannot, on its own, suspend the execution of the merger.

Art. 240. Merge agreement.

1. The merger agreement shall be adopted by the General Board of each of the companies participating in the merger, in accordance with the draft terms of merger.

2. The meeting of the Board shall be published one month in advance, at least, to the date set for its conclusion, it shall include the minimum particulars of the draft legally required merger and shall state the right of the Board to be held. all shareholders, debenture holders and special rightholders other than shares to examine in the registered office the documents referred to in Article 238 and to obtain free delivery or dispatch of the full text of the same.

3. The merger agreement shall, where appropriate, be adopted in accordance with the provisions of Article 148.

4. Where the merger is carried out by the creation of a new Company, the merger agreement shall include the terms Iegally required for the formation of such a merger.

Art. 241. Merger agreement. Personalistic societies.

In the event that the acquiring company or the new Company is a collective or a comandaria, the merger will require the consent of all shareholders who, by virtue of the merger, will be able to respond in a limited way social.

Art. 242. Publication of the agreement.

The merger agreement, once adopted, will be published three times in the "Official Gazette of the Commercial Registry" and in two newspapers of great circulation in the provinces in which each of the companies has their homes. The notice shall state the right of shareholders and creditors to obtain the full text of the agreement adopted and the balance sheet of the merger.

Art. 243. Right of opposition.

1. The merger may not be completed before a month has elapsed, since the date of the last announcement of the General Meeting. During that period the creditors of each of the merging companies may object to the merger in the terms of Article 166.

2. The notice of the merger agreement shall expressly mention the right of opposition established in the preceding paragraph.

3. The obligationists may exercise the right of opposition on the same terms as the other creditors, provided that the merger has not been approved by the Assembly of obligationists.

Art. 244. Merge Write.

1. The merging companies shall record the merger agreement approved by their respective Boards in public deed, which shall contain the merger balance of the companies that are extinguished.

2. If the merger is carried out by the creation of a new Company, the deed must also contain the particulars legally required for the incorporation of the merger.

If this is done by absorption, the deed shall contain the statutory changes that would have been agreed by the acquiring company on the occasion of the merger and the number, class and series of the shares to be delivered to each of the new shareholders.

Art. 245. Enrollment of the merger.

1. Without prejudice to the effects attributed to the necessary publication in the "Official Gazette of the Commercial Register", the effectiveness of the merger shall be subject to the registration of the new Company or, where appropriate, to the registration of the absorption.

2. Once the writing of the constitution by merger or absorption is entered in the competent Mercantile Register, it shall be published in the "Official Gazette of the Commercial Registry" as provided for in the Commercial Code and the seats shall be cancelled. Record of the extinct Societies.

Art. 246. Impeachment of the merger.

1. The action of nullity against a merger already entered in the Register may be based only on the nullity or nullability of the corresponding agreements of the General Shareholders ' Meeting, and must be directed against the acquiring company or against the new Society resulting from the merger,

The period for the exercise of the action of nullity or nulliability expires at six months from the date on which the merger was against the person who invoked the nullity.

2. The judgment declaring the nullity must be entered in the Register of Commerce, published in its "Official Gazette" and shall not in itself affect the validity of the obligations arising after the registration of the merger, in favour or in charge of the The acquiring company or the new Society arising from the merger.

Of such obligations, when they are in charge of the acquiring company or the new Company, will jointly and severally respond to the Societies that participated in the merger.

Art. 247. Continuity in the units.

1. The partners of the extinct Societies shall participate in the new Company or in the absorbent, receiving a number of shares proportional to their respective shares.

2. Where appropriate to adjust the exchange rate of the shares, they may also receive compensation in money not exceeding 10 per 100 of the nominal value of the shares attributed.

Art. 248. Special rights holders.

Special rightholders other than shares will have to enjoy in the acquiring company or in the new company resulting from the merger of rights equivalent to those that would correspond to them in the company extinguished, unless the amendment of such rights had been approved by the Assembly of these holders or by the holders individually.

Art. 249. Prohibition on the exchange of own shares.

The shares of the merging companies that were held by any of them or held by other persons acting on their own behalf, but on behalf of those companies, may not be exchanged for shares of the The acquiring company or the new Company resulting from the merger and, where applicable, shall be amortised.

Art. 250. Full participation of the Company.

1. Where the acquiring company is the holder of all the shares of the acquired company, the particulars listed in Article 235 (b) and (c) shall not be included in the draft terms of merger.

2. In this case, neither will the increase in the capital of the acquiring company nor will it be necessary to draw up the reports of the Administrators and the independent experts on the draft of the merger.

Art. 251. Merger of Companies in liquidation.

Companies in liquidation may participate in a merger as long as the distribution of their equity between shareholders has not begun.

Section 3. Excision

Art. 252. Concept and requirements.

1. A division is defined as:

(a) The extinction of an anonymous Company, with division of all its assets into two or more parts, each of which is transferred en bloc to a newly created Society or is absorbed by an existing Society.

(b) The segregation of one or more parts of the estate of an anonymous Company without being extinguished, by way of a block from being segregated to one or more newly created or existing Societies.

2. The shares or social interests of the companies benefiting from the division must be attributed in consideration to the shareholders of the Society that they are divided, which will receive a number of those proportional to their respective participations, reducing the Company, where appropriate and at the same time, the share capital at the required amount.

In cases where there are two or more Qualifying Companies, the attribution to shareholders of the Company that is spun off from shares or units of a single company requires the individual consent of those affected.

3. The division may be agreed only if the shares of the Company being spun off are fully disbursed.

4. The companies benefiting from the division may have a different form of trade than that of the company being spun off.

Art. 253. Partial split.

1. In the case of a partial division, the part of the assets, which is divided or segmented, shall form an economic unit.

2. If the part which is divided or segregated is constituted by one or more undertakings or commercial, industrial or service establishments, in addition to the other effects, the debts incurred by the company may be attributed to the beneficiary. the organization or operation of the Enterprise being transferred.

Art. 254. System of excision.

The excision will be governed, with the provisos contained in the following articles, by the rules established for the merger in this Law, understanding that the references to the acquiring Society or the new Society The merger is equivalent to references to the companies benefiting from the division.

Art. 255. Project of division.

1. In the draft terms of division, in addition to the entries listed for the draft terms of merger, the following shall be included:

(a) The precise description and distribution of the assets and liabilities to be transmitted to each of the recipient companies.

(b) The distribution between the shareholders of the company being divided from the shares or shares held in the capital of the recipient companies, as well as the criterion on which that distribution is based.

2. In the case of extinction of the Company which is spun off, where an element of the Asset has not been attributed to any of the receiving companies in the draft division and the interpretation of the division does not allow the decision to be taken on the distribution, the element or its equivalent between all the beneficiary companies in proportion to the Asset attributed to each of them in the draft terms of division.

3. In the cases of extinction of the Company which is exceeded, when an element of the Passive is not attributed to any of the beneficiary companies in the draft division and the interpretation of this one does not allow to decide on its distribution, they will respond in solidarity of all the Qualifying Companies.

Art. 256. Report of independent experts.

1. The companies benefiting from the division must submit the non-cash assets of the Company which are divided into the report of one or more independent experts appointed by the Commercial Registrar of the company's domicile. Society.

2. By way of derogation from the above paragraph, the Administrators of all the Societies participating in the division may ask the Commercial Registrar of the address of any of them to designate one or more experts for the the drawing up of a single report on the non-cash assets to be spun off and on the draft terms of division.

Art. 257. Report of Administrators.

In the report on the draft of a division to be drawn up by the Administrators of the Societies participating in it, it must be expressed that the reports have been issued, for each of the Qualifying Companies, on the non-cash contributions provided for in this Law, as well as indicating the Trade Register in which they are deposited or are to be deposited.

Art. 258. Post-split project property modifications.

The Administrators of the Divided Society are required to inform their General Board about any major changes in the assets and liabilities that have occurred between the date of the draft of the split and the date of the meeting of the General Meeting. The same information shall, in cases of division by absorption, provide the Administrators of the Qualifying Societies and those to them, so that they, in turn, inform their General Boards.

Art. 259. Liability of the Company benefiting from the division.

In default of compliance by a company benefiting from an obligation assumed by it under the division will be jointly and severally liable for the fulfilment of the other Qualifying Companies up to the amount of the Net assets attributed in the division to each of them and, if the split company has not ceased to exist as a result of the division, the Company itself being divided by the entire obligation.

CHAPTER IX

From dissolution and liquidation

Section first. Dissolution of the Anonymous Company

Art. 260. Causes of dissolution.

1. The Anonymous Society will be dissolved:

1. No. By agreement of the General Board, adopted pursuant to Article 103.

2. º By compliance with the term set out in the Statutes.

3. The conclusion of the Company that constitutes its object or the manifest impossibility of realizing the social end or the cessation of the social organs, in such a way that it is impossible to function.

4. º As a result of losses that leave the equity reduced to less than half of the share capital, unless it is increased or reduced to a sufficient extent.

5. ° By reduction of social capital below legal minimum.

6. º By the total merger or division of the Company.

7. º For any other cause established in the Statutes.

2. The bankruptcy of the Company shall determine its dissolution when it is expressly agreed upon as a consequence of the judgment declaring it.

Art. 261. Dissolution over the course of the term.

After the term of the Company, the Company will be dissolved in full, unless it has previously been expressly extended and the extension is entered in the Trade Register.

Art. 262. Dissolution social agreement.

1. Where any of the causes provided for in Article 260 (1), (3), (4), (5) and (7) are met, the dissolution of the Company shall require an agreement of the General Board established in accordance with Article 102.

2. The Administrators shall convene a General Meeting within two months to adopt the dissolution agreement. Any shareholder may require the Administrators to convene the Board if, in their judgment, there is legitimate cause for dissolution.

3. In the event that the requested Board is not convened or the agreement cannot be reached or is contrary to the dissolution, any interested party may request the judicial dissolution of the Company.

4. The Administrators are required to request the judicial dissolution of the Company when the social agreement is contrary to the dissolution or could not be achieved.

5. They shall respond in solidarity with the social obligations of the Administrators who do not comply with the obligation to convene within two months the General Meeting, to adopt, where appropriate, the dissolution agreement or not to request the judicial dissolution. of the Company within a period of two months, to be counted from the date set for the holding of the Board, when the Board has not been constituted, or since the day of the Board, when the agreement has been contrary to the dissolution.

Art. 263. Advertisement of the dissolution agreement.

The dissolution agreement or the judicial resolution, if any, will be entered in the Commercial Register, also published in the "Official Gazette of the Commercial Registry" and in one of the most important newspapers of the place of Social address.

Art. 264. Company in liquidation.

The dissolved company will retain its legal personality while the liquidation is performed. During this time you must add the phrase "In liquidation" to your name.

Art. 265. Government intervention.

1. By way of derogation from Article 260, where the Government, at the request of shareholders representing at least the fifth part of the share capital, or of the staff of the Company, considers it appropriate for the national economy or for the interest The Company will be able to agree to the following of the order, in which it will concretize the way in which it will be subsist and the compensation that, when expropriated from its right, must be received by the shareholders.

2. In any event, the Decree shall reserve to the shareholders, meeting in general meetings, the right to extend the life of the Company and to continue the operation of the Company, provided that the agreement is adopted within three months, publication of the Decree.

Section 2. Settlement of the anonymous company

Art. 266. Opening of settlement.

Once the Company is dissolved, the settlement period shall be opened, except in the case of total merger or excision or any other global assignment of the Asset and the Passive.

Art. 267. Liquidators.

1. From the time the Company is declared in liquidation, it shall cease the representation of the Administrators to make new contracts and to contract new obligations, assuming the liquidators of the functions referred to in Article 272.

2. However, the former Administrators, if required, shall be required to tender for the practice of settlement operations.

Art. 268. Appointment and number of liquidators.

1. Where the Statutes have not laid down rules on the appointment of liquidators, their appointment shall be the responsibility of the General Board.

2. The number of liquidators will always be odd.

Art. 269. Appointment of Interventor.

1. Without prejudice to the provisions of the foregoing Article, shareholders representing the twentieth share of the share capital may ask the Court of First Instance of the registered office for the appointment of an Financial Controller to tax the transactions settlement.

2. It may also, where appropriate, appoint an Interventor the Union of Obligationists.

Art. 270. Public intervention in liquidation.

When the assets to be settled and divided are large, the bonds or shares, or the importance of settlement for any other cause, are distributed to a large number of holders. justify, the Government may designate a person to be responsible for intervening and presiding over the liquidation and for ensuring compliance with the laws and the social status.

Art. 271. Together of the Company in liquidation.

During the settlement period, the provisions of the Statute shall be observed as regards the convening and meeting of ordinary and extraordinary Boards, to which the liquidators of the liquidation march shall take account. to agree on what is in the common interest.

Art. 272. Functions of the liquidators.

Insummit to the liquidators of the Society:

a) Subscribe, in conjunction with the Administrators, the Company's inventory and balance sheet at the time of commencing its duties with reference to the day the settlement is initiated.

b) Carry and guard the books and correspondence of the Society, and ensure the integrity of its heritage.

c) Perform any pending and new business operations that are necessary for the settlement of the Company.

d) To alienate social goods. The buildings will necessarily be sold in public auction.

e) To receive the credits and the liabilities agreed upon at the time of the settlement. They may also require payment of other dividends until the nominal amount of the shares is completed in the amount necessary to satisfy the creditors.

f) Concerting transactions and arbitrations when it suits social interests.

g) Pay creditors and partners by adhering to the rules set out in this Act.

h) Ostend the representation of the Society for the fulfillment of the indicated purposes.

Art. 273. Settlement information.

1. The liquidators shall regularly inform the partners and the creditors, by means of the means which are most effective in each case, the state of the liquidation.

Both advertising measures will complete those set out in Article 263.

2. If the settlement extends for a period exceeding the time limit for the drawing up of the annual balance sheet, the liquidators shall formalise and publish in the 'Official Journal of the Trade Register' a statement of accounts which allows for the accuracy of the the situation of the Company and the progress of settlement.

Art. 274. Final balance sheet.

1. After the liquidation, the liquidators shall form the final Balance sheet, which shall be censored by the Interventors, if they have been appointed.

2. They will also determine the share of the social asset to be distributed for each share.

Art. 275. Approval of the Balance Sheet.

1. The balance sheet referred to in the preceding article shall be submitted, for approval, to the General Shareholders ' Meeting and shall be published in the "Official Gazette of the Commercial Register" and in one of the most circulation newspapers at the place of the address. social.

2. Such Balance Sheet may be challenged by the partner who feels aggrieved, in accordance with the rules of Section 2 of Chapter V of this Law, as soon as they are applicable.

Art. 276. Distribution.

1. After the term to contest the Balance Sheet without any claims or firm the judgment that has been resolved against it, the distribution will be carried out among the shareholders of the existing social one, in addition to what of the Balance results.

2. The non-claimed fees within 90 days of the publication of the payment agreement shall be entered in deposit with the Bank of Spain or the General Deposit Box, at the disposal of its rightful owners.

Art. 277. Division of social haber.

1. The division of the social haber shall be carried out in accordance with the rules laid down in the Statute or, failing that, those laid down by the General Shareholders ' Meeting.

2. In any case, the following shall be taken into account:

1. The liquidators shall not be able to distribute the social heritage among the partners without having been satisfied all the creditors or the amount of their claims.

When there are unexpired credits, the payment will be pre-secured.

2. The resulting asset after satisfying the claims against the Company will be distributed among the partners in the form provided for in the Statutes or, failing that, in proportion to the nominal amount of the shares.

If all the shares have not been released in the same proportion, the shareholders who would have paid higher amounts the excess over the contribution of which less and less would have been paid will be restored in the first place. the remainder shall be distributed among the shareholders in proportion to the nominal amount of their shares.

In this same proportion will suffer any losses in the event that the asset is not enough to reimburse the contributions made.

Art. 278. Cancel registration.

Approved in the final balance sheet, the liquidators must request from the Commercial Registrar the cancellation of the seats relating to the extinguished Society and deposit in that Register the books of Commerce and documents relating to their traffic.

Art. 279. Liability of the liquidators.

1. Liquidators are liable to shareholders and creditors for any damage they have caused to them with fraud or gross negligence in the performance of their duties.

2. This liability shall be required in ordinary proceedings.

Art. 280. Cessation of liquidators.

Terminates the function of the liquidators:

(a) By revocation of its powers, agreed in General Meeting, when the liquidator has been appointed in the Statute, the agreement shall be subject to the requirements of Article 103.

c) By judicial decision, by fair cause, at the request of a group of shareholders representing the 20th share of the share capital.

Art. 281. Insolvency of the Company in liquidation.

In the event of the Company's insolvency, the liquidators must apply within ten days, starting from the one in which that situation is made clear, the declaration of suspension of payments or the declaration of bankruptcy, as appropriate.

CHAPTER X

Of the obligations

Section first. Issuance of obligations

Art. 282. Amount of the issue.

1. The Company may issue numbered series of obligations or other securities that recognise or create a debt, provided that the total amount of the issues is not higher than the paid-up share capital plus the reserves included in the last Balance Sheet approved and the accounts for regularization and updating of Balances, when they have been accepted by the Ministry of Economy and Finance.

2. The securities issued by the Company referred to in the preceding paragraph shall be subject to the arrangements laid down in this Chapter for the obligations.

Art. 283. Conditions of the issue.

1. The conditions of each issue, as well as the ability of the Company to formalize them, when they have not been regulated by the Law, will be subject to the clauses contained in the Social Statutes, and to the agreements adopted by the General Board with subjection to Article 103 of this Law.

2. It will be necessary to set up a Defence Association or a Union of bondholders and the designation by the Company of a person who, by the name of the Commissioner, will be awarded the contract of issue on behalf of the future bondholders.

Art. 284. Guarantees of the issue.

1. The total issue may be guaranteed in favour of the present and future holders of the securities in particular:

a) By mortgage or real estate mortgage.

(b) A pledge of securities to be deposited with an official or private Bank.

c) By unscrolling garment.

d) With a guarantee from the State, Autonomous Community, Province or Municipality.

e) With support from the official or private Bank or Savings Bank.

f) With the support of a mutual guarantee company registered in the Special Register of the Ministry of Economy and Finance.

2. In cases (a), (b), (d) and (e) of the preceding paragraph, the limitation imposed, for reasons of capital and reserves, in Articles 282 and 289 shall not apply.

In case (f), the limit and other conditions of the guarantee shall be determined by the guarantee capacity of the Reciprocal Guarantee Society at the time of its loan, in accordance with its specific regulations.

In addition to the above guarantees, the debenture may make the claims on the other assets, rights and shares of the debtor Entity effective.

Art. 285. Public writing and enrollment.

1. The issuance of obligations shall always be recorded in public deed, which shall contain the following data:

(a) The name, capital, object and address of the issuing Company.

(b) The terms and conditions of the issue and the time and time when the subscription is to be opened.

(c) The nominal value, interest, maturity and premiums and lots of the obligations, if any.

d) The total amount and the series of the securities to be launched on the market.

e) The warranties of the issue.

(f) The fundamental rules governing the legal relations between the Company and the Union and its characteristics.

2. The obligations may not be put into circulation until the writing has been entered in the relevant Registers.

Art. 286. Announcement of the issue.

1. It shall be a prerequisite for the subscription of the obligations or for their placing on the market, the announcement of the issue by the Company in the "Official Gazette of the Trade Register" which shall contain at least the same data as Previous article and the name of the Commissioner.

2. The Directors of the Company who fail to comply with the above paragraph shall be jointly and severally liable for the damage caused to them by fault or negligence.

Art. 287. Subscription.

The subscription of the obligations implies for each obligationist the full ratification of the contract of issuance and its accession to the Union.

Art. 288. Priority status.

1. The first emissions shall be prelating to the subsequent emissions in respect of the free heritage of the issuing Company, whatever the subsequent variations in its capital.

2. The rights of the obligationists in relation to the other social creditors shall be governed by the general rules determining their ranking.

Art. 289. Reduction of capital and reserves.

1. In order to reduce the share capital or the amount of reserves, the initial proportion between the sum of these and the amount of the outstanding obligations to write down will be reduced, the consent of the trade union will be specified. obligationists.

2. This consent shall not be required when the capital of the Company is increased from the accounts for the adjustment and updating of Balances or reserves.

Section 2. Representation of the obligations

Art. 290. Representation of the obligations.

1. The obligations may be represented by means of securities or by means of annotations on account.

2. The obligations represented by titles may be either nominative or bearer, they shall be enforceable and shall be transferable subject to the provisions of the Trade Code and the Laws applicable to it.

3. The obligations represented by means of account entries shall be governed by the regulatory rules of the securities market.

Art. 291. Title of the obligation.

The titles of an issue must be the same and contain.

a) Your specific designation.

b) The characteristics of the issuing company and, in particular, the place in which it is to be paid.

c) The date of the write of the issue and the designation of the Notary and the respective protocol.

d) The amount of the issue, in Spanish currency.

e) The number, nominal value, interest, maturity, premiums and lots of the title, if any.

f) The warranties of the issue.

g) The signature at least, of a Counselor or Administrator.

Section 3. Convertible debentures

Art. 292. Requirements of the issue.

1. The Company may issue convertible bonds in shares, provided that the General Board determines the basis and modalities of the conversion and agrees to raise capital to the required amount.

2. The Administrators shall draw up a report prior to the convening of the Board, explaining the bases and modalities of the conversion, which shall be accompanied by another of the Audit of Accounts.

3. Convertible debentures cannot be issued for a figure below their nominal value. Nor can shares be converted into shares when the nominal value of those shares is lower than that of the shares.

Art. 293. Preferential subscription right.

1. The shareholders of the Company shall have the right of preferential subscription to the convertible debentures.

2. The same right shall be for the holders of convertible debentures belonging to earlier issues in the proportion that corresponds to them according to the basis of the conversion.

3. To the right of preferential subscription of convertible bonds: the provisions of Article 158 of this Law shall apply.

Art. 294. Conversion.

1. Unless otherwise agreed by the General Board, the obligationists may request conversion at any time. In this case, the administrators within the first month of each semester shall issue the shares corresponding to the obligationists who have applied for the conversion during the preceding six months and shall register during the following month in the Register Mercantile the capital increase corresponding to the shares issued.

2. In any event, the General Board shall indicate the maximum period for the conversion to take effect.

As long as this is possible, if there is an increase in capital from reserves or the capital is reduced by losses, the exchange rate of the bonds by shares must be changed, in proportion to the amount of the increase or the reduction in such a way as to affect the shareholders and the bondholders in the same way.

3. The General Board may not agree to the reduction of capital by way of restitution of its contributions to the shareholders or to the remission of the passive dividends, as long as there are convertible bonds, unless, on a prior and sufficient basis guarantees, the obligation to carry out the conversion is offered to the obligationists.

Section 4. Bondholders ' union

Art. 295. Formation of the union.

The bondholders ' union shall be constituted, once the issuance of the securities is entered between the acquirers of the obligations as they are receiving the securities or the annotations are performed.

Art. 296. Union expenses.

The normal expenses incurred by the union shall be borne by the issuing Company, without in any event exceeding 2 per 100 of the annual interest accrued on the obligations issued.

Art. 297. General assembly of obligationists.

The Commissioner, as soon as the issue is signed up, will call on the Assembly to generate obligations, to approve or to censure its management, to confirm it in the post or to designate the person to replace it, and to establish the Rules of procedure of the Union, in accordance with the provisions laid down in the instrument of issuance.

Art. 298. Power and obligation to convene the Assembly.

1. The General Assembly of obligationists may be convened by the Directors of the Company or by the Commissioner. It must also be called upon to be called upon by obligationists representing, at least, one-twentieth of the bonds issued and not written off.

2. The Commissioner may require the assistance of the Directors of the Society, and they may attend even if they have not been called.

Art. 299. Form of call.

1. The convening of the General Assembly shall be made in such a way as to ensure their knowledge by the obligationists.

2. Where the Assembly has to deal with or resolve matters relating to the modification of the terms of the loan or other similar transcendence, in the case of the Commissioner, it shall be convened in the manner laid down in Article 97 for the General Meeting. of shareholders.

Art. 300. Competence of the Assembly.

The Assembly of obligationists, duly convened, is presumed to have the power to agree what is necessary for the best defense of the legitimate interests of the bondholders in front of the issuing company, to modify, according to the The guarantees established, dismissed or appointed to the Commissioner, shall, where appropriate, exercise the relevant judicial proceedings and approve the costs incurred in the defence of the common interests.

Art. 301. Agreements of the Assembly.

1. The agreements adopted by the Assembly in the form provided for in writing or by an absolute majority with assistance of two thirds of the obligations in circulation shall bind all the obligationists, including the non-assistants and the dissidents.

2. When the two thirds of the obligations in circulation are not met, the Assembly may be called again one month after the first meeting, and the agreements may then be taken by an absolute majority of the parties. assistants. These agreements shall bind the obligationists in the same manner as set out in the previous paragraph.

3. The agreements of the Assembly may, however, be challenged by the obligationists in accordance with the provisions of Section 2 of Chapter V of this Law.

Art. 302. Individual actions.

Judicial or extrajudicial actions that correspond to the obligationists may be exercised individually or separately when they do not contradict the agreements of the Union, within their jurisdiction and are compatible with the powers that have been conferred on it.

Art. 303. Commissioner.

1. The Commissioner will be President of the Union of Obligationists and, in addition to the powers conferred upon him in the issuing of the issuance and the ones attributed to him by the General Assembly of the obligationists, he will have the legal representation of the Union and may exercise the actions that correspond to it.

2. In any event, the Commissioner will be the body of relationship between the Society and the Union and, as such, will be able to attend, with a voice and without a vote, to the deliberations of the General Board of the issuing Society, to inform this of the agreements of the Union and require the same reports as, in his opinion, or that of the Assembly of obligationists, interests to them.

3. The Commissioner shall be responsible for the drawings which he has received, both for the award and the repayment of the obligations, and shall monitor the payment of the interest and the principal, where appropriate, and, in general, the common interest of the the obligationists.

Art. 304. Intervention.

1. Where the issue has been made without any of the guarantees referred to in Article 284, the Commissioner shall have the power to examine the books of the Company, whether or not by another person, and to attend the meetings of the Council with a voice and without a vote. Administration.

2. Where the Company has delayed the payment of the interest due or the amortisation of the principal by more than six months, the Commissioner may propose to the Council to suspend any of the Administrators and to convene the General Board of Directors. shareholders, if they do not do so when they consider that they should be replaced.

Art. 305. Execution of warranties.

If the issue had been guaranteed in the form provided for in the numbers 1. °, 2. and 3. of Article 284 and the Company would have delayed the payment of interest for more than six months, the Commissioner, after agreement of the General Assembly of obligationists, may execute the assets that constitute the guarantee to make payment of the principal with the interest due.

Section 5. Reimbursement and redemption

Art. 306. Rescue.

The Company will be able to rescue the obligations issued:

a) For amortization or early payment, in accordance with the terms of the issuance.

b) As a consequence of the agreements concluded between the Company and the Union of Obligationists.

c) By acquisition on the Stock Exchange, to amortize them.

d) By conversion into shares, according to the headlines.

Art. 307. Repetition of interests.

The interest of the amortized obligations that the bona fide copper obliging may not be subject to repetition by the issuing Company.

Art. 308. Reimbursement.

1. The Company shall satisfy the amount of the obligations within the agreed time limit, with the premiums, lots and advantages that in the issuing writing would have been set.

2. It shall also be obliged to hold the periodic draws in the terms and form provided for in the amortisation table, with the intervention of the Commissioner and in the presence of the public Notary, who shall draw up the relevant minutes.

The failure to comply with this obligation will authorize creditors to claim early repayment of the obligations.

Art. 309. Cancellation of warranties.

1. In order to cancel all or part of the guarantees of the issue, if the obligations are represented by securities, it is necessary to submit and stamp those securities or to replace them, in accordance with Article 59, when the credit is subsisting without the guarantee. If the certificates referred to in Article 12 of the Law on the Stock Market are represented by means of an account being taken into account, the certificate shall be returned.

2. Except in the case of Article 306 (b), if the cancellation agreement was validly adopted by a majority and the union could not present all the securities.

Section sixth. Special scheme

Art. 310. Special scheme.

The provisions of this Chapter are without prejudice to the provisions of the Laws which have authorized an issue or to regulate the suspension of payments of certain undertakings, such as railways and other public works.

ADDITIONAL PROVISIONS

First.

1. Any acquisition of own shares or of shares of the dominant company listed on an official secondary market exceeding 1 per 100 of the share capital shall be communicated to the National Securities Market Commission in the terms that are regulated. The infringement of that obligation shall be punishable in accordance with the provisions of Article 100 (j) of the Securities Markets Act.

2. The limit for the acquisition of own shares or shares of the dominant company established in Article 75 (2) of this Law is fixed, in relation to shares listed on an official secondary market, at 5% of the figure of social capital.

3. Where shares and debentures convertible into shares in an official secondary market and the subscription rights which they generate are freely negotiable therein, the operation of capital increase shall be taken into account public offering is subject to the securities market rules and to that contained in article 160 of this Law.

4. In the cases referred to in Article 161 of this Law, the total or partial failure of the capital increase shall be communicated to the National Securities Market Commission, provided that the National Securities Market Commission has intervened in the initial verification of the operation.

5. Shares and obligations which are intended to be admitted or admitted to trading on an official secondary market are necessarily to be represented by means of a statement of account.

As soon as the securities referred to in the preceding paragraph are represented by means of account entries, the securities in which they were previously reflected will be amortised in full, and their advertising must be given to their Cancellation by means of notices in the "Official Gazette of the Commercial Register", in the corresponding Stock Exchanges and in three newspapers of maximum circulation throughout the national territory.

The government, after a report by the National Securities Market Commission, will set the time and procedure for presiding over the representation by means of annotations in the account of the listed shares to which the previous paragraph.

6. Institutions which, in accordance with the regulatory provisions of the Securities Market, have to keep records of the securities represented by means of accounts are obliged to communicate to the issuing company the data necessary for the identification of its shareholders.

Second.

The reference to Article 106 (a) of the Law on the Legal Regime of the Anonymous Societies contained in Rule 3 of Article 46 of the Code of Commerce shall be understood to be made in accordance with Article 194 of this Law.

TRANSIENT PROVISIONS

First.

No write-up of the constitution of public limited companies that have a social capital figure lower than the legally established for this social form, nor any deed of modification of the social capital that leaves it reduced below that figure.

Second.

The provisions of the scriptures and statutes of public limited liability companies that oppose the provisions of this Law shall be without effect from their entry into force.

Third.

1. Before 30 June 1992, public limited liability companies must adapt their statutes to the provisions of this Law if they are in contradiction with their provisions.

2. Public limited liability companies which have a capital of less than 10 000 pesetas shall, within the period laid down in the preceding paragraph, have effectively increased their capital up to at least that figure or become a collective undertaking, or limited liability.

3. After the periods referred to in the preceding paragraphs have not been adopted and the measures provided for therein have been adopted, the administrators and, where appropriate, the liquidators shall respond personally and jointly and jointly with each other and with the company of the social debts.

Fourth.

1. The companies referred to in the foregoing provision shall present in the Commercial Register where they are registered the deed of modification of the social statutes for their adaptation. In any case, the Registrar shall record his rating by reason of the first registration of the company and at the foot of the title presented, which shall be returned to the persons concerned for the purpose of the remedy, in the event that the correctly adapted.

2. Within the same period, the public limited liability companies must present the re-election agreement or the cessation of those administrators who have been exercising the post for a period of more than five years since the appointment or since the last re-election.

3. After the legal period of adaptation, the commercial registrars shall forward to the Ministry of Justice the relationship of the companies that have not made the adaptation, having to do so or, having made it, incomplete.

4. Failure to comply with the provisions of these transitional provisions shall be punished, after examination of the case, by the Ministry of Justice, with a hearing of the persons concerned and in accordance with the Law on Administrative Procedure, with a fine for amount of 500,000 pesetas in the case of non-filing of the re-election agreement or termination of the administrators who came to the office for a period of more than five years, and with a fine of 5,000,000 pesetas for the case of non- adaptation of their statutes or social deed to the provisions of the Law, without prejudice to substantive effects arising from lack of accommodation.

Fifth.

To the sole effects of the adaptation of its statutes to the provisions of this Law, the quorum of the general meetings of the public limited liability companies shall be that of Article 103 (1) and (2) of this Law, is the statutory quorum. In any event, and whichever is the statutory majority, the adaptation agreements shall be adopted with the majorities referred to in that Article.

Sixth.

1. From the maximum date set for the adequacy of the social capital figure to the legal minimum, there shall be no written record of any of the public limited companies that would not have made such an adjustment. The term "eesc" or "resignation" of directors, managers, directors-general and liquidators, and the revocation of powers, as well as the dissolution of the company and the dissolution of the company and the appointment of liquidators are excepted.

2. If, before 31 December 1995, the public limited liability companies have not filed the deed or the deed in which the agreement to increase the share capital up to the legal minimum, the total subscription of the shares issued and the disbursement of a quarter, at least, of the value of each of its shares, shall be dissolved in full right, immediately cancelling the Registrar of the seats corresponding to the dissolved company. Notwithstanding the cancellation, the personal and joint liability of managers, managers, directors-general and liquidators for the debts incurred or contracted on behalf of the Company shall remain.

Seventh.

The acts and documents legally necessary for the companies incorporated under the previous legislation to be able to comply with the provisions of this Law, within the time limits specified in these provisions Transitional measures shall be exempt from taxes and charges of all kinds.

By the Government, on the proposal of the Minister of Justice, a reduction will be established in the rights that the Notaries and the commercial registrars will have to perceive as a consequence of the application of their respective tariffs by the acts and documents necessary for the adaptation of the existing societies as provided for in this Law and for the registration in the Commercial Registry of the persons obliged to it under the provisions of this Law.

Eighth.

Own shares or the dominant company owned. by the company at the time of the entry into force of this Law, to the extent that they infringe the provisions of the Law of Companies Anonymous, they will have to be completed within one year. In the case where this obligation is omitted, the first paragraph of Article 76 shall apply.

Ninth.

The obligation to audit the annual accounts shall begin to apply for the accounts in those social exercises whose closing date is after 30 June 1990. Until that time, the system of censorship of accounts established in Article 108 of the Law on the Legal Regime of Companies Anonymous of 1951 will continue in force.

FINAL PROVISIONS

First.

The Government is authorized to approve by Royal Decree:

1. The General Accounting Plan, as well as its amendments, when these are the result of changes introduced in this respect in the Community Directives, imposing the subdivision of the items provided for in the Articles 175 to 180 and 189. respecting the structure of the schemes provided for in them and the addition of new items, in so far as their content is not included in any of the schemes provided for in those schemes.

2. The modification of the monetary limits contained in this Law so that the abbreviated annual accounts can be applied and according to the criteria set by the Community Directives.

3. The adaptation of the amounts of the fines contained in this Law and in the Trade Code to changes in the cost of living.

4. The waiver of the obligation to consolidate with respect to those commercial companies, in which, however, if they are obliged to carry out the consolidation, there may be some cause of exception provided for in the Directives Community legislation not included in Article 43 of the Trade Code.

Second.

The Minister of Economy and Finance is authorized to propose the Institute of Accounts and Audit of Accounts and through Ministerial Order to approve:

1. The sectoral adaptations where the nature of the activity of such sectors requires a change in the structure, nomenclature and terminology of the balance sheet items referred to in Articles 176 to 180 of this Law the profit and loss account.

2. º Exceptions to the provisions of Article 194 (1) in respect of research and development expenditure.

REPEAL PROVISION

With the entry into force of this Royal Legislative Decree, which will take place on 1 January 1990, the following provisions will be repealed:

1. The Law of July 17, 1951, of the legal regime of the Company Limited.

2. Articles 4, 5, 6, 7, 7, 8, 9. and 10. of Law 19/1989 of 25 July, of partial reform and adaptation of the commercial law to the Directives of the European Economic Community in the field of companies.

3. The words 'and those covered by Articles 47 and 110 f) of the Companies Act at three years' of the additional provision: the word 'anonymous' in the first transitional provision; the words 'public limited liability' in the provision the second transitional provision; the word 'anonymous' in paragraph 1 of the third transitional provision; the word 'anonymous' in paragraph 2 of the third transitional provision; paragraph 2 of the fourth transitional provision; paragraph 1 of the the fifth transitional provision; the word 'anonymous' in paragraph 1 of the sixth transitional provision; the words 'anonymous and' in paragraph 2 of the sixth transitional provision; the transitional provision ninth and paragraph 2 of the third final provision of Law 19/1989 of 25 July.

Given in Madrid to December 22, 1989.

JOHN CARLOS R.

The Minister of Justice,

ENRIQUE MUGICA HERZOG